As at May 3, 2018

Total Class A shares and other instruments outstanding Total Class A shares and equivalents held by AT&T
Class A Common Shares 251,616,849 162,334,771
Convertible Instruments (as converted basis):

Series A Convertible Preferred Share1 11,211,449 11,211,449
Series B Convertible Redeemable Preferred Shares2 110,548,692 110,548,692
Stock-based Compensation 4,862,878 -
Diluted CME Class A Shares 378,239,868 284,094,912
AT&T interest in CME
75%

 



As at May 3, 2018
Shares of Class A Common Stock Series A Convertible Preferred Share 1 Series B Convertible Redeemable Preferred Shares 2 Ownership % of Shares of Class A Common Stock
Shares outstanding, excluding AT&T 89,282,078 - - 35.5%
AT&T 162,334,771 3 1 200,000 64.5%
Total 251,616,849 1 200,000 100.0%

Time Warner Inc. was acquired by AT&T Inc. (“AT&T”) on June 14, 2018.  Warner Media LLC (“Warner Media”) is the successor by merger to Time Warner Inc.

The single share of Series A Convertible Preferred Stock is convertible into 11,211,449 shares of Class A common stock.


The single share of Series A Convertible Preferred Stock is convertible into 11,211,449 shares of Class A common stock.

he single share of Series A Convertible Preferred Stock is convertible into 11,211,449 shares of Class A common stock.


2 As converted number of shares based on the accreted value of 200,000 shares issued and outstanding at May 3, 2018 without giving effect to additional accretion after such date. The shares of Series B Convertible Redeemable Preferred Stock are non-voting stock, convertible at the option of Warner Media at a conversion price of $2.42, subject to customary anti-dilution provisions, and redeemable at the option of CME, subject to the conversion right of Warner Media. The accretion rate is 3.75% per annum from June 25, 2016 until June 25, 2018. If the shares are converted on June 25, 2018, and there are no further adjustments to the conversion price under the Certificate of Designation for the Series B Preferred Shares, Time Warner Media Holdings B.V. would be issued 111.1 million shares of Class A common stock upon conversion.

3 In connection with its exercise of warrants to acquire 100,926,996 shares of Class A common stock (the “Warrant Shares”), Warner Media and Time Warner Media Holdings B.V. issued standing proxies, pursuant to which they granted the right to vote the Warrant Shares in all matters at general meetings of the Company other than a change of control, to the independent directors of the Company. In accordance with the standing proxies, such Warrant Shares will be voted in proportion to votes cast at a general meeting of the Company, excluding such Warrant Shares.  In addition to the Warrant Shares subject to the standing proxies, Warner Media owns 61,407,775 shares of Class A common stock and one share of the Series A Preferred Stock, which is entitled to one vote for each of the 11,211,449 shares of Class A common stock underlying it. The Series B Convertible Redeemable Preferred Shares are non-voting, except in certain circumstances.

 

 

The single share of Series A Convertible Preferred Stock is convertible into 11,211,449 shares of Class A common stock.
The single share of Series A Convertible Preferred Stock is convertible into 11,211,449 shares of Class A common stock.