Politics

Was This $100 Billion Deal the Worst Merger Ever?

Soon after a sweeping courtroom victory in 2018 cleared the way for AT&T’s $100 billion takeover of Time Warner, John Stankey, AT&T’s chief operating officer and the newly anointed chief executive of Warner Media, summoned his top Warner Media executives to a meeting at the Time Warner Center off Columbus Circle.

They included Kevin Tsujihara, the head of the Warner Bros. movie studio; Richard Plepler, the head of HBO; and Jeff Zucker, CNN’s chief executive. Mr. Stankey handed them a typed document titled “Operating Cadence and Style,” and sat there while they read it. The memo was two pages, single-spaced, and the silence stretched for what seemed an excruciating length.

The document, which was reviewed by The New York Times, told them how to approach and interact with their new boss. Accustomed as they were to emailing, texting or calling Time Warner’s previous chief executive, Jeff Bewkes, pretty much any time of the day or night, such a directive had never proved necessary. Now their dismay mounted.

Among Mr. Stankey’s dictates: 30 minutes was the “default” length for meetings, Saturdays were reserved for “quality time” with his family, and he expected to be home for dinner by 6:30 or 7. “My routine is important to me,” Mr. Stankey wrote.

Although “I really, really don’t like formal presentations and PowerPoint, I do like brief bullet outlines and references to working documents,” he elaborated. “I prefer to reserve more formal slide decks for moments of seminal importance. I will invest to get messages right and articulated when it counts and has the opportunity to move an issue of significance.”

Few details were overlooked: “Digital documents are preferred,” Mr. Stankey wrote, “with PDF format the minimum standard.”

John Stankey
At the helm of AT&T since 2020, the company’s former chief operating officer ran Warner after the merger and clashed stylistically with some of its top executives.
Credit…Evan Agostini/Invision

Curiously, given their presence in a 12th-floor conference room, he added: “I’m not a big fan of meetings. A good meeting is purposeful, has a small number of responsible participants and closes with decisions being made.”

When everyone finished reading, Mr. Stankey asked if he had made himself clear. No one said anything. But afterward, there was a flurry of profanity-laced texts.

Less than four years later, all three Warner executives had been replaced.

And then Mr. Stankey bailed.

How badly could it go?

When AT&T’s bold megadeal to buy Time Warner was announced in October 2016, combining AT&T’s broadband and wireless networks with Time Warner content, many analysts and investors cheered. They loved the promise of cutting out the cable middleman and delivering entertainment directly to people’s TVs, laptops and phones.

With Hillary Clinton seemingly poised to be the next president, the regulatory landscape looked favorable. While the AT&T executives acknowledged that they knew next to nothing about Hollywood, they had proven entertainment executives running Time Warner’s divisions. They thought they could bring AT&T’s vast storehouse of consumer data — even artificial intelligence — to the notoriously uncertain task of greenlighting movies and TV shows.

AT&T and its chief executive, Randall Stephenson, were widely admired as masters of consolidation. AT&T itself was the product of many successful takeovers, starting with the regional Bell telephone companies.

As Gary Ginsberg, Time Warner’s head of communications, recently recalled: “This was AT&T! How badly could they screw it up?”

Less than four years after the merger, AT&T abandoned its grand initiative. It spun off its Warner Media assets and ceded management control to Discovery. The new company, Warner Bros. Discovery, took on $43 billion of AT&T’s debt, and AT&T shareholders kept 71 percent of the company, a stake worth less than $20 billion. That amounts to a loss of about $47 billion for AT&T shareholders, based on AT&T’s $109 billion valuation of the deal at the time it was announced.

An AT&T spokesman, Fletcher Cook, took issue with that calculation. He said that the value of the deal at closing was $100.3 billion, and that The Times’s analysis failed to account for the sale of Warner assets and cash flows generated while AT&T owned Warner Media. “Under any informed measure, our ownership of Warner Media was accretive,” he said.

The Time Warner building, in New York.Credit…An Rong Xu for The New York Times

AT&T’s acquisition of Time Warner is hardly the first deal to have gone disastrously awry — Time Warner’s own merger with AOL in 2000 led to $160 billion in write-offs. But few corporate mergers have stirred up the passions, seething resentments and finger-pointing as AT&T’s short-lived ownership of Time Warner did.

In the eyes of former Time Warner executives, a vibrant culture of creative energy and success nurtured over decades was destroyed in months. The recent cancellations of the ambitious news streaming platform CNN+, the nearly finished $90 million film “Batgirl” and the critically acclaimed HBO series “Westworld” have left Hollywood reeling — and suggest how far Warner management under AT&T had run off the rails.

Mr. Cook said Mr. Stankey, now the chief executive of AT&T, and others at the company had no interest in revisiting this subject and declined to be interviewed. But I was able to interview more than two dozen people involved in the merger and its aftermath, some on many occasions and over many hours, including both former chief executives, Mr. Bewkes of Time Warner and Mr. Stephenson of AT&T.

While many spoke on background, quite a few agreed to be quoted, offering a rare look inside the aftermath of a once-celebrated merger. I discovered that passions still run strong on both sides of the AT&T/Time Warner — and now Discovery — divide.

In a statement to The Times, AT&T acknowledged the ill will it had left behind. “A fundamental and dramatic repositioning of an entrenched corporate culture — multiple corporate cultures actually — will certainly leave broken glass, disenfranchised individuals and disagreements on the difficult path to reinvention,” Mr. Cook said.

AT&T’s path to reinvention is continuing. Months before it sold Warner Media to Discovery, it spun off the satellite broadcaster DirecTV, another prong in AT&T’s media strategy, with a loss to shareholders of about $49 billion.

By The Times’s calculation, between the Time Warner and DirecTV deals AT&T has squandered close to $100 billion.

Now it may be Discovery’s turn. After several quarters of weak financial results, Warner Bros. Discovery’s market capitalization was less than $27 billion this past week — a stunning loss of nearly $23 billion since the new company began trading in April.

Discovery in part blamed AT&T’s mismanagement for the grim results and, in the latest twist, investigated allegations that AT&T engaged in questionable accounting tactics to inflate the projections on which the value of the Warner assets was based.

Mr. Cook, the AT&T spokesman, strenuously denied any wrongdoing. But after Warner Bros. Discovery’s chief executive, David Zaslav, pressed the issue this summer with his counterpart, Mr. Stankey, AT&T agreed to pay Warner Bros. Discovery $1.2 billion by the end of August. AT&T also agreed to resume providing the HBO Max streaming service to its wireless customers, a “soft” deal that could be worth hundreds of millions of dollars to Warner.

On June 14, 2018, when the AT&T-Time Warner deal closed, AT&T stock was at $24.56. This past week it was just under $19, a decline of 23 percent, even as the S&P 500 gained more than 40 percent over the same period.

How could so much shareholder value have evaporated in so short a time?

‘Are you sitting down?’

Allen & Company’s Sun Valley media conference, the annual “billionaires’ summer camp,” has a long history of spawning media deals, from Disney’s acquisition of ABC to Jeff Bezos’ purchase of The Washington Post. And during the summer of 2015, Mr. Bewkes approached Mr. Stephenson there about a possible AT&T bid for Time Warner.

Mr. Stephenson had made his reputation in large part on his deal-making acumen. Unlike other newcomers to Hollywood, he had no interest in red carpet events and never attended any, preferring to spend time at his Wyoming ranch. An Oklahoma native who had worked for AT&T and its predecessors since 1982, he’d been AT&T’s chief executive since 2007.

Since then, AT&T’s stock price had gone nowhere, barely recovering from the Great Recession as fierce competition in wireless squeezed profit margins. Mr. Stephenson and Mr. Stankey saw media as a much-needed path to growth.

Time Warner’s Mr. Bewkes had heard all of this and had his doubts about AT&T’s ambitions, but that was not his concern. A Yale graduate with a Stanford M.B.A., Mr. Bewkes had risen through the ranks of HBO, where as president of the cable network he helped bring the world “The Sopranos.” He became chief executive of Time Warner in 2008 as the financial crisis was brewing, and over the next 10 years Time Warner stock skyrocketed.

But Mr. Bewkes saw enormous threats on the horizon. Cord-cutting undermined the lucrative cable model and with it the Turner Broadcasting cable channels, including CNN and the Cartoon Network, which accounted for more than half of Time Warner’s revenue and earnings. The rise of Netflix and Amazon Prime Video, and the accompanying multibillion-dollar spending race on content delivered via the internet directly to consumers, were a threat to HBO and the Warner studio. HBO had already lost bidding wars for the hit series “House of Cards” and “The Crown” to Netflix.

Jeff Bewkes
As Time Warner’s chief executive from 2008 to 2018, he oversaw a successful period for the company but perceived threats to the lucrative cable model. AT&T executives ignored his advice about running a media and entertainment company.
Credit…Patrick T. Fallon/Bloomberg

A sale of Time Warner, valuing it at over $100 a share, would be a windfall for Mr. Bewkes and his shareholders. Still, he wanted Time Warner’s properties and employees, many of them his friends, to wind up in good hands.

Rupert Murdoch’s 21st Century Fox had approached Mr. Bewkes and Time Warner with an $80 billion offer in 2014, which Time Warner rejected as too low. But Mr. Bewkes could see the writing on the wall.

When the two executives spoke in 2015, Mr. Stephenson recalled recently, he told Mr. Bewkes that he was too wrapped up in closing a deal to acquire DirecTV but that Mr. Bewkes should come back later — AT&T might be interested.

A year later, in the summer of 2016, Mr. Ginsberg, Time Warner’s head of communications, had breakfast with Peter Chernin, his former boss at News Corp. and a trusted adviser to Mr. Stephenson, at a cafe in Menemsha on Martha’s Vineyard. Mr. Chernin asked Mr. Ginsberg what he thought Time Warner’s price might be. “We’d need $105 to $115 a share,” Mr. Ginsberg suggested, pretty much off the top of his head. Mr. Chernin didn’t blanch.

As soon as breakfast was over, Mr. Ginsberg called Mr. Bewkes. “Are you sitting down?” he asked. “Because I’ve got some incredible news that will stun you.”

‘They don’t own the company yet’

The two companies announced their deal on Oct. 22, 2016. Neither AT&T nor Time Warner management was worried about antitrust or other regulatory issues since vertical combinations — mergers of buyers and suppliers, rather than competitors — were almost never challenged on antitrust grounds. No such case had been litigated in 40 years.

They had failed to reckon with the populist skepticism about big mergers or Donald J. Trump’s hostility to established media, especially CNN, which he repeatedly denounced as “fake news.” Mr. Trump’s ire was especially intense toward CNN’s chief executive, Jeff Zucker, ignoring (or forgetting) that it was Mr. Zucker, as head of NBC Entertainment, who put “The Apprentice” into NBC’s prime-time lineup and made Mr. Trump a TV star.

The proposed megadeal was one of the few issues — perhaps the only issue — to instantly unite the political right and left, with Mr. Trump, the Republican nominee for president, and the liberal senators Bernie Sanders and Elizabeth Warren unlikely allies in opposing it.

With the unexpected election of Mr. Trump in November, AT&T realized it had a problem. In January 2017, the company hired the president-elect’s personal lawyer, Michael Cohen, paying him $50,000 a month to advise it on, among other topics, the Time Warner merger, even though Mr. Cohen had no known antitrust expertise.

The move appeared to yield immediate results. (Mr. Cohen did not respond to a request for comment.)

Just days after Mr. Cohen was hired, Mr. Stephenson invited Mr. Bewkes to join him for a Trump Tower meeting with Mr. Trump, along with Mr. Trump’s son-in-law, Jared Kushner, and adviser Stephen K. Bannon. Mr. Bewkes declined.

“I wasn’t going to talk about our coverage or oversight of any of our companies, and sure as hell not with a politician,” Mr. Bewkes recalled. “We covered these people.”

Mr. Stephenson visited Trump Tower on Jan. 12. Mr. Stephenson recalled that Mr. Trump had brought up the subject of CNN and attacked Mr. Zucker before stopping himself with the realization that he shouldn’t be talking about CNN. Mr. Stephenson said he had offered no response.

Mr. Trump kept up his Twitter diatribe against CNN and Mr. Zucker. But on June 22, Mr. Stephenson visited the White House along with other chief executives, and Mr. Trump was surprisingly effusive in his praise for the AT&T chairman, saying publicly that he had done “really a top job.”

Jeff Zucker
CNN’s chief executive and a frequent target of President Trump’s ire.
Credit…Angela Weiss/Agence France-Presse — Getty Images

Mr. Stephenson’s warm presidential reception was shortly followed by a visit to Time Warner by Larry Solomon, the head of corporate communications for AT&T. Mr. Solomon told Mr. Ginsberg that he was there to give him a “heads up” that “we’re going to fire Jeff Zucker,” Mr. Ginsberg recalled.

“Why?” Mr. Ginsberg asked. CNN was thriving, generating more than $1 billion in annual profit for Time Warner.

Mr. Solomon responded that MSNBC had overtaken CNN in the ratings.

Mr. Ginsberg didn’t buy that. “What does that matter?” he asked. CNN had never been driven primarily by ratings.

As soon as Mr. Solomon left, Mr. Ginsberg got Mr. Bewkes on the phone, Mr. Ginsberg recalled. “You’re not going to believe this,” he said. “They want to fire Zucker.”

“Stop right there,” Mr. Bewkes responded. “They don’t own the company yet, and they may never own the company.”

Mr. Solomon, now retired from AT&T, denied having any such exchange with Mr. Ginsberg and called the account a fabrication. Mr. Stephenson also said he had never suggested that Mr. Zucker be fired and rebutted the idea that AT&T had made any promises to Mr. Trump.

“Anyone who says otherwise is categorically wrong or making it up,” Mr. Stephenson said.

On June 27, just five days after Mr. Stephenson’s White House visit, Mr. Trump tweeted, after CNN retracted a story on Mr. Trump and Russia, that CNN was “looking at big management changes” and that its ratings were “way down!” — pretty much the same message Mr. Ginsberg had heard from Mr. Solomon.

Mr. Ginsberg was stunned. He confronted Mr. Solomon: “How did Trump know this?” Mr. Ginsberg thought the answer was obvious, but Mr. Solomon insisted that Mr. Stephenson hadn’t promised the president anything in return for Mr. Trump’s support of the merger.

“Of course they weren’t so stupid as to say, ‘Trump wants this, and if you do it he’ll do what we want,’” Mr. Bewkes recalled. What AT&T wanted at the time was for the administration to approve the merger. “But Randall was always probing me. ‘What do you think of our coverage?’ ‘Were our reporters being too hard on the White House and Trump?’ ‘Should Zucker be replaced?’ It was nothing explicit, but I got the drift.”

Mr. Stephenson acknowledged that he had discussed the anti-Trump tenor of CNN’s reporting with Mr. Bewkes. “If you ask me personally, would I have liked to have seen CNN’s coverage be more moderate? Yes, that would have been helpful,” Mr. Stephenson said.

Mr. Bewkes was adamant that the news division was independent, and that he’d do nothing to interfere with its coverage. He would not fire Mr. Zucker. If he did, “all your journalists will resign,” he warned Mr. Stephenson. “They’ll tell everyone to write stories about what you’re doing. Nobody will bring you a script in Hollywood if you become part of the dark empire.”

In a recent interview, Mr. Zucker said he, too, had been aware of discussions about getting rid of him to appease Mr. Trump.

Mr. Bewkes was so concerned that he took the issue to Time Warner’s board. He explained what was happening and said he wouldn’t replace Mr. Zucker. But Mr. Bewkes said he had realized that a $100 billion-plus merger might be hanging in the balance. If the board disagreed, it could fire him and find someone who would carry out what appeared to be AT&T’s — and by extension Mr. Trump’s — wishes.

The board (which included Mr. Trump’s future attorney general William P. Barr) gave him its unanimous backing. Mr. Zucker kept his job.

Once Makan Delrahim was installed as the administration’s antitrust chief in 2017, he offered Mr. Stephenson and AT&T a path forward: Divest either Turner Broadcasting or DirecTV or both in return for Justice Department approval of the merger.

Mr. Bewkes urged Mr. Stephenson to jump at that opportunity. The Justice Department’s offer provided cover for AT&T to get out of acquiring two troubled and declining assets. Mr. Stephenson said he had offered to divest a minority stake in Turner, but otherwise AT&T remained wedded to its vision of a vertically integrated media colossus. The Justice Department rejected Mr. Stephenson’s proposed compromise.

Any efforts to appease Mr. Trump went nowhere. AT&T later acknowledged that its payments to Mr. Cohen had reached $600,000. By the time Mr. Cohen came under criminal investigation for payments to the pornographic film actress Stormy Daniels, and the AT&T payments were revealed, Mr. Stephenson said hiring Mr. Cohen had been a “big mistake.”

At that point, Mr. Zucker probably had more job security than anyone at Time Warner.

‘Mr. Chairman’

Randall Stephenson
A seasoned dealmaker and AT&T’s chief executive and chairman from 2007 to 2020, he pursued and oversaw the merger with Time Warner. He believes its unraveling to be a mistake.
Credit…Win Mcnamee/Getty Images

Mr. Ginsberg’s and Mr. Bewkes’s accounts of AT&T efforts to appease Mr. Trump spread throughout Time Warner. That hardened suspicions within the ranks that AT&T’s executives — and their future bosses, assuming the deal was eventually approved — couldn’t be trusted. The contrast in the companies’ cultures was already evident: AT&T was formal and hierarchical, Time Warner freewheeling.

In one small but telling detail, almost everyone at AT&T referred to Mr. Stephenson not by his first or last name but as “the chairman.” At Warner, Mr. Bewkes was simply “Jeff.”

“I guess we should start calling you Mr. Chairman,” Olaf Olafsson, Time Warner’s strategy chief, had told Mr. Bewkes.

On May 16, 2017, while the deal was still undergoing regulatory scrutiny, Mr. Stephenson was in New York to receive the Steven J. Ross Humanitarian Award from the UJA-Federation of New York, a Jewish philanthropy. The award, named for the Warner Communications chairman who had built the company into an entertainment colossus, was a measure of Mr. Stephenson’s new stature. The venue, Cipriani’s, was packed with media and entertainment figures, and Time Warner executives took six tables. The event raised a record $2.5 million.

That the award went to a non-Jew from Texas did not go unnoticed. Mr. Chernin, who played a prominent role in the ceremony, called the event as Mr. Stephenson’s “honorary bar mitzvah,” adding, “Not since Menachem Begin shook hands with Anwar Sadat have Jews reached so far into a different culture to embrace the greater good.”

When it was Mr. Stephenson’s turn to speak, he alluded to the coming merger, saying his wife, who was in the audience, was getting jealous. “I spend more time with Jeff Bewkes than I do with her,” he maintained.

There was polite laughter — even though making his wife the brunt of a joke seemed like a throwback to “The Dick Van Dyke Show” — but at the Time Warner tables, there were raised eyebrows and a general rolling of eyes. For in fact, Mr. Stephenson had spent little time with Mr. Bewkes.

“It was a blatant lie,” Mr. Ginsberg recalled. This was corroborated by several other Time Warner executives who attended.

Mr. Stephenson said he didn’t recall the remark about his wife, but “obviously it was a joke.” Nonetheless, the remark prompted increased skepticism toward AT&T among members of Time Warner management.

A running team vs. a passing team

That summer, Mr. Bewkes accepted Mr. Stephenson’s invitation to address the AT&T board in Dallas. He ended up speaking for two hours, twice his allotted time. For sports-obsessed Texans, he chose a football analogy: AT&T is “a running team. You move slowly down the field, three yards and a cloud of dust. You depend on obedient execution.” By contrast, “we’re a passing team. We may miss two or three times. But when we complete a pass, we’re 50 yards down the line.”

He elaborated that AT&T employed hundreds of thousands of essentially fungible workers. Time Warner was different, with a relatively small number of executives given a high degree of discretion.

“We’re like a platoon fighting a guerrilla war in the jungle,” Mr. Bewkes recalled telling the board. “If you try to replace our team with a regimented army, you’re going to ruin all our network and studio businesses.”

More fundamentally, he warned that AT&T’s main strategy for competing with Netflix and Amazon was flawed: It wanted to funnel as much Warner content as possible to HBO Max.

On the contrary, he believed Time Warner’s strength was it was “like Switzerland,” selling to the highest and most appropriate bidder, both domestically and internationally, Mr. Bewkes contended. That’s why its television studio was so successful. Premium drama could go to HBO. But shows with mass market appeal, like “Friends” and “The Big Bang Theory” were better off at the ad-supported broadcast networks. Hollywood talent was attracted to Time Warner’s neutrality.

What AT&T brought to the mix was data from its DirecTV and cellular customers. Data could arguably help it compete for advertising dollars with Google and Facebook. Mr. Bewkes argued that AT&T should sell that data to all comers, including competitors like Comcast, Fox and Disney, expanding Time Warner’s longstanding strategy.

As Mr. Bewkes recalled the exchange, one director said AT&T would never share data with Comcast. “We hate them,” he said.

“Do you think I love them?” Mr. Bewkes responded. “This is not about who you like.”

“They looked at me like I was from another planet,” Mr. Bewkes said.

Mr. Stephenson said he had listened carefully to what Mr. Bewkes had to say, but concluded Warner Media had to go all-in on streaming. Mr. Bewkes was “too cautious,” he said.

A ‘herculean’ trial ends

After AT&T refused to divest either DirecTV or Turner, the Justice Department followed through with its threat to block the merger in November 2017.

“It might have been smart to walk away from the deal then,” Mr. Stephenson said, because the lawsuit meant extensive delays, management distractions and enormous litigation costs. “But I’d made a commitment to Jeff Bewkes, and I intended to honor that.” He also was opposed to any settlement that suggested he was willing to compromise CNN’s editorial independence, he said.

The Justice Department argued that the combination would be an anticompetitive juggernaut that would use its enormous power “as a weapon to hinder competition.”

Mr. Delrahim, at the Justice Department, stated repeatedly that the decision to file the suit had nothing to do with Mr. Trump’s hostility to CNN, but few at AT&T or Time Warner believed that.

After a federal trial that the judge, Richard J. Leon, called “historic,” “epic” and “herculean,” he issued an opinion on June 12, 2018, rejecting all the government’s arguments.

About a month later, about 50 AT&T executives, lawyers and bankers gathered in a private room at Midtown Manhattan’s Peninsula Hotel to celebrate.

A handful of Time Warner executives and their wives were also on hand, seated at a table together. Two were the newly departed chief executive, Mr. Bewkes, and strategy chief, Mr. Olafsson. Still with the company were the heads of its three divisions: Warner Bros., HBO and Turner Broadcasting.

AT&T’s general counsel, David McAtee, presented “awards,” or “mementos” — courtroom artist renderings of witnesses at the antitrust trial. Mr. Stephenson and Mr. Stankey each got one, as did Mr. Bewkes and various lawyers.

The executives’ appearances on the witness stand — indeed, the entire antitrust proceeding — were pretty much the last thing Time Warner leaders wanted to be reminded of.

Far from being welcomed into the fold at that dinner, the three Warner division heads were largely ignored. While they recognized that Mr. McAtee and his colleagues were trying to be gracious, from the Warner vantage point they were just another corporate conquest in a long line of deals.

After he got home that night, Mr. Plepler called Mr. Bewkes. “Could you believe that?” he asked.

“I know,” Mr. Bewkes said, recalling their conversation in a recent interview. “I’m sorry, but that’s who they are.”

As Mr. Olafsson later put it, “No one who was there that night could possibly believe we had ended up in the right hands.”

‘Oil and water’

Credit…Nicolas Ortega

Probably no two people better embodied the stark cultural differences between AT&T and Time Warner, now renamed Warner Media, than Mr. Plepler, HBO’s chief executive, and his new boss, Mr. Stankey. Mr. Plepler told friends that he and Mr. Stankey were “oil and water.”

A 28-year veteran of Time Warner and HBO, Mr. Plepler, then 59, had started in public relations, knew just about everyone in journalism and Hollywood, and loved schmoozing with producers, writers, actors and journalists.

He was out on the town in New York or Hollywood or hosting dinner parties at his Upper East Side townhouse nearly every night. During his tenure, HBO had amassed 160 Emmy Awards and launched the ratings juggernaut “Game of Thrones.” He was perpetually tan and rarely wore a tie, preferring navy blazers and open-collar white shirts.

One of Mr. Plepler’s favorite sayings was “Culture eats strategy for breakfast,” a quote from the management guru Peter Drucker, meaning that the best-laid plans will run aground without the support of an enthusiastic work force.

Mr. Stankey had spent three decades moving up the ranks at AT&T after graduating with a degree in finance and getting an M.B.A. at the University of California, Los Angeles. Imposingly tall, with a square jaw and deep voice, he looked the part of a DC Comics superhero in civilian garb. He wasn’t a natural conversationalist and didn’t seem comfortable mingling at the Hollywood events where he was now expected to appear.

Basic differences between Mr. Stankey and Mr. Plepler were on display at an HBO forum on June 19, 2018, to introduce Mr. Stankey to HBO’s roughly 1,500 employees. Mr. Plepler kicked off the session with a video welcoming their new boss, featuring lighthearted greetings from HBO stars Larry David, Bill Maher and Julia Louis-Dreyfus. (John Oliver, host of HBO’s “Last Week Tonight,” had flatly refused to participate, saying no good would come from AT&T’s takeover, according to HBO’s longtime communications head, Quentin Schaffer, who helped put the video together.)

The charm offensive had minimal apparent effect. Mr. Stankey wasted little time praising HBO’s past success. He said HBO needed to significantly expand its content production to achieve his and AT&T’s strategic vision.

“We need hours a day” from viewers, Mr. Stankey said, according to a transcript of the meeting. “It’s not hours a week, and it’s not hours a month. We need hours a day. You are competing with devices that sit in people’s hands that capture their attention every 15 minutes.”

At another point, he invoked his spouse: “You will work very hard, and this next year will — my wife hates it when I say this — feel like childbirth. You’ll look back on it and be very fond of it, but it’s not going to feel great while you’re in the middle of it.”

While trying to be a congenial host, Mr. Plepler pushed back, repeating his mantra that when it came to content, “more isn’t better — only better is better.” In a concession to his new boss, he added, “But we need a lot more to be even better.”

Many HBO employees, who had been watching the proceedings on video, were shocked by Mr. Stankey’s blunt remarks and conspicuous lack of warmth toward Mr. Plepler.

When they expressed their dismay to Mr. Plepler, he counseled patience and, quoting the former Israeli prime minister Shimon Peres, described himself as an “unsatisfied optimist.” Once the new owners saw how good HBO was at what it did, he suggested, maybe they would back off.

Not in ‘Switzerland’ anymore

While Mr. Stankey never mentioned Netflix or Amazon during the employee meeting, his emphasis on “scale” in streaming made it clear that they were his models.

He made that explicit in a conversation with Mr. Schaffer. The two men spoke soon after Mr. Schaffer and Mr. Plepler had dinner at Nobu in Palo Alto, Calif., with Reed Hastings, the Netflix co-chief executive. During the dinner Mr. Hastings had mused that Netflix and HBO made an ideal streaming combination.

Afterward, Mr. Schaffer said, he asked Mr. Stankey what he thought of the idea.

Mr. Stankey replied that Netflix was the “enemy” and Warner would “crush” it.

As Mr. Schaffer recalled, “He shot the idea down in one second.”

(The AT&T spokesman denied that Mr. Stankey had said he wanted to “crush” Netflix but confirmed that he had dismissed any notion of working with a competitor. In other public contexts, Mr. Stankey elaborated that there were likely to be only a few large streaming survivors, and that he wanted HBO Max to be one of them.)

Mr. Stankey was also determined to promote Warner’s streaming content exclusively through AT&T’s streaming service. HBO subscriptions would no longer be sold through Amazon, Hulu and Apple.

Warner movies would be available only on HBO Max rather than other distributors. Hit Warner-produced television shows like “Friends” and “The Big Bang Theory” would be withdrawn from Netflix.

In other words, Mr. Stankey rejected virtually every component of Mr. Bewkes’s advice to AT&T’s board. Warner would no longer be “Switzerland.”

Mr. Plepler warned Mr. Stankey that expanding production while limiting streaming distribution to HBO Max would be enormously expensive — billions of dollars in reduced revenue from sales to other outlets and an enormous increase in expenses.

In accord with Mr. Stankey’s stated penchant for slide shows at moments of “seminal importance,” Mr. Plepler created an eight-point presentation and delivered it in September 2018, according to someone present at the meeting. It called for merging HBO and Cinemax, HBO’s companion network that focused on theatrically released films and documentaries; investing more in high-quality programming; and expanding distribution. Significantly, it did not propose making the HBO Max streaming service available only through AT&T, which HBO estimated would put $7 billion in revenue at risk.

Mr. Plepler wasn’t against a streaming-first strategy, but he wanted it to be evolutionary.

At one point, Mr. Stankey asked Stephen Boulton-Wallace, head of research and program strategy for HBO, to model the effect of removing “Friends” from Netflix and making it available exclusively on HBO Max.Mr. Boulton-Wallace told him that he didn’t need to model anything. Given Netflix’s lucrative payments for the show, the number of new subscribers needed was so huge that common sense dictated that it couldn’t be done.

Mr. Stankey also asked him to model the increase in production budgets to reach the scale necessary to compete with Netflix and Amazon. AT&T had projections that HBO Max would reach 100 million customers and achieve 59 percent household penetration. That was a formidable task. At the time, Netflix had access to about 40,000 hours of programming and Amazon 60,000. HBO had far less. Moreover, with its sophisticated, premium content, HBO had never reached more than a third of U.S. households, even with its most popular hits.

To reach its goals, AT&T would have to not only drastically ramp up production but also broaden its appeal far beyond the upscale demographic of the existing HBO audience. HBO’s longstanding strategy was to deliver a boutique product, not aim for the masses.

Mr. Boulton-Wallace estimated that HBO would need to more than double its production budget, to more than $9 billion a year, far less than Netflix was spending. His model projected that HBO would move in short order from 30 percent profit margins to a loss.

Mr. Boulton-Wallace warned Mr. Stankey that he’d never meet his ambitious customer targets.

Mr. Stankey dismissed Mr. Boulton-Wallace’s concerns and data out of hand. He said it was impossible to model a “paradigm shift.”

(The AT&T spokesman said AT&T had modeled “hundreds” of possibilities in addition to Mr. Boulton-Wallace’s work.)

It was increasingly apparent to some Warner employees that AT&T executives didn’t welcome dissent. The level of paranoia was so high at Warner Bros., according to people there at the time, that one Warner executive referred to Dallas executives as “the Stasi,” a reference to the East German secret police.

A ‘great cultural fit’

Mr. Plepler, by nature an optimist, kept hoping things would work out. With “Game of Thrones” on its way to its eighth and final season, HBO had never been more profitable. But toward the end of 2018, he realized it was time to leave.

In fact, Mr. Stankey was already meeting with Robert Greenblatt, who had just stepped down after a successful run as chairman of NBC Entertainment, where he reported to Steve Burke, the Comcast executive who ran its NBCUniversal subsidiary.

Early in 2019, Mr. Plepler called Mr. Stankey in Dallas. He told him that Mr. Stankey was entitled to run HBO as he saw fit, and that he should have someone at the helm who was as passionate about Mr. Stankey’s vision as Mr. Plepler was about his.

Mr. Plepler said he could be gone in a week.

Mr. Stankey later offered him a dinner or going-away party, but Mr. Plepler declined. His departure was formally announced in February.

Richard Plepler
As HBO’s chief executive, he approved “Game of Thrones” and led the network to record profits. But he told friends that he and Mr. Stankey were “oil and water.”
Credit…Amy Sussman/Getty Images

A week after Mr. Plepler’s exit, Mr. Stankey named Mr. Greenblatt as chairman of Warner Media entertainment, where he’d oversee HBO, some of the Turner assets and, critically, the launch of HBO Max. Mr. Stankey said he wanted to see the flagship streaming service up and running in just nine months. Disney was rolling out Disney+ — seen as a looming threat — in November.

In contrast to his dealings with Mr. Plepler, Mr. Stankey seemed to have struck up a warm relationship with Mr. Tsujihara, the first Asian American man to run a major studio and a popular fixture in Hollywood.

Mr. Tsujihara sat next to Mr. Stankey at the Academy Awards in February, and when he reorganized the Turner brands, Mr. Stankey gave Mr. Tsujihara added responsibility for the Cartoon Network and Turner Classic Movies.

Mr. Stankey was aware that Time Warner had twice investigated Mr. Tsujihara after he embarked on a brief sexual relationship with a British actress, Charlotte Kirk. Ms. Kirk had never lodged a complaint with Time Warner, and issued a public statement saying she had no complaints about his behavior. The company concluded that the relationship was consensual.

Two days after Warner Media announced Mr. Tsujihara’s new responsibilities, The Hollywood Reporter published a series of graphic text messages between Ms. Kirk and Mr. Tsujihara in which the actress pleaded for his help landing auditions and roles and the executive offered to look into opportunities for her.

Though none clearly established any wrongdoing, there was an uproar in the wake of the Harvey Weinstein revelations, and Warner Media performed another investigation focused on whether Mr. Tsujihara had used his influence to get Ms. Kirk roles. (She had small parts in two Warner films.) Still, Mr. Stankey kept Mr. Tsujihara in his post.

Kevin Tsujihara
Widely liked in Hollywood, he ran the Warner Bros. studio until Mr. Stankey forced him to resign.
Credit…Robyn Beck/AFP

Mr. Stankey had failed to reckon with the depth of outrage fueled by the #MeToo movement. Warner was in negotiations with J.J. Abrams, the filmmaker responsible for such hits as “Star Trek,” several “Star Wars” sequels and “Mission Impossible III,” along with his wife, Katie McGrath, who ran Bad Robot, their production company.

Ms. McGrath had emerged as an outspoken champion of the #MeToo movement and was a co-founder of Time’s Up, a Hollywood initiative to fight sexual harassment. She told Mr. Stankey that it wasn’t her place to tell him how to run his company, but that Bad Robot couldn’t be associated with a studio run by Mr. Tsujihara.

Mr. Stankey announced Mr. Tsujihara’s departure two weeks later. “Kevin has acknowledged that his mistakes are inconsistent with the company’s leadership expectations and could impact the company’s ability to execute going forward,” Mr. Stankey wrote in a memo to employees.

Warner Media reached a five-year deal with Mr. Abrams and Ms. McGrath, agreeing to pay $250 million to keep Bad Robot producing under the Warner Media umbrella.

Mr. Stankey appeared to anguish over the decision to force out Mr. Tsujihara. He insisted on giving Mr. Tsujihara two going-away parties, one in Hollywood on a Warner soundstage, the other in New York at the Mandarin Oriental hotel. Under the circumstances, both were awkward affairs.

To replace Mr. Tsujihara, Mr. Stankey passed over a couple of internal candidates, Toby Emmerich, chairman of the movie studio, and Peter Roth, in charge of television, both well known and respected in Hollywood, and named Ann Sarnoff, the first woman to run a major studio.

Ann Sarnoff
Named by Mr. Stankey as the head of Warner Bros., she was the first woman to run a major studio.
Credit…Dimitrios Kambouris/Getty Images

While the added diversity at the homogeneous, male-dominated AT&T (not to mention Warner) was widely applauded, Ms. Sarnoff’s résumé left many industry participants scratching their heads: Her previous duties were at BBC Worldwide North America; Dow Jones (publisher of The Wall Street Journal), where she oversaw the conference business; and the Women’s National Basketball Association.

Mr. Stankey seemed impressed with her successful launch of BritBox, a BBC streaming channel, and praised her as a “great cultural fit” for Warner Media.

No joint ventures

One way to reduce costs while expanding a viable streaming service was to enter into joint ventures. Mr. Stankey met with David Zaslav, the chief executive of Discovery, which owned a portfolio of nonfiction and reality cable channels.

He also met with Comcast’s chairman, Brian Roberts, and NBCUniversal’s Mr. Burke. Together, NBCUniversal and Warner television had 14 of the top comedies of all time, including NBCUniversal’s “30 Rock,” “The Office” and “Cheers” and Warner’s “Friends” and “Seinfeld.”

Neither encounter led to any deal. Mr. Stankey told people that he didn’t believe in joint ventures and would never co-run a business.

AT&T’s costly, go-it-alone strategy and the management upheavals at Warner Media attracted the attention of Peter Singer, the activist investor and hedge fund manager known for his libertarian politics and large contributions to Republican candidates. In September 2019, his investment firm, Elliott Investment Management, disclosed a $3.2 billion stake in AT&T and called for management changes.

The firm was especially critical of the Time Warner deal, writing in a letter to the board that more than a year later, AT&T had “yet to articulate a clear strategic rationale” for the combination. The letter added, “There is still confusion over strategy and a growing sense that AT&T doesn’t have a plan.”

Elliott backed off and sold its stake that October after AT&T pledged not to make any other major acquisitions.

The move was a rare loss for Elliott: AT&T’s stock was trading at just over $24, $8 below where it was when Elliott announced its stake.

Leading ‘AT&T into the future’

The financial implications of AT&T’s strategy were unmistakable by the end of 2019 — the first full year AT&T had owned Warner Media — and the first quarter of 2020, even before the pandemic upended Americans’ lives and the entertainment business. That quarter, AT&T reported that Warner Media’s revenue had declined a billion dollars from the year before, and earnings dropped 22.8 percent.

AT&T didn’t offer much of an explanation but cited lower revenue from the licensing deals it had terminated in anticipation of the launch of HBO Max, scheduled for May.

The day the results were announced, AT&T said Mr. Stankey would replace Mr. Stephenson as chief executive.

Mr. Stephenson, who had recommended Mr. Stankey to the board, noted that there were many candidates to run a telecommunications company and many to run a media company — but virtually none with experience running both. As he departed, Mr. Stephenson hailed Mr. Stankey as “the right person to lead AT&T into the future.”

That opened up the top job at Warner Media less than two years after Mr. Stankey had taken it. One candidate seemed to be right in front of him: Jeff Zucker, who had overseen the creation of Hulu while at NBCUniversal and was much admired within Warner Media for his profitable stewardship of CNN.

Mr. Stankey did consider Mr. Zucker for the job. But that April, he announced that Jason Kilar — who had once worked for Mr. Zucker — would be the next chief executive of Warner Media.

Jason Kilar
The chief executive of Warner Media from April 2020 to June 2022, he rattled Hollywood with his direct-to-streaming strategy.
Credit…Allison V. Smith for The New York Times

The news surprised Mr. Zucker. Although he was well aware of Mr. Kilar’s strengths and weaknesses, Mr. Stankey had never asked his opinion about him.

Like Ms. Sarnoff, Mr. Kilar had a more unconventional résumé by Hollywood standards. With a Harvard M.B.A., he had spent nine years at Amazon’s software division before joining Hulu. While the experience made him a streaming pioneer, Mr. Kilar hadn’t been at Hulu for several years. Moreover, Hulu was relatively small (2,400 employees in 2019) while Warner Media had nearly 30,000 employees.

HBO Max debuted in May 2020 with 10,000 hours of programming, including “Game of Thrones,” “Friends” and the Harry Potter movies. But it lacked a major original new series like the Disney+ streaming hit “The Mandalorian.” It also carried a premium price by streaming standards, locked in by HBO’s monthly fee of $14.99.

A month later, Mr. Stankey announced that HBO Max had attracted four million subscribers, which he said was ahead of projection. Mr. Kilar fired Mr. Greenblatt soon after, as he consolidated HBO, HBO Max and the Warner Bros. studio into one administrative unit.

By December 2020, HBO Max had attracted only 12.6 million subscribers. In contrast, Disney+ had signed up 10 million on its first day. That December, Disney was at 87 million subscribers. HBO Max’s archrival, Netflix, stood at 195 million.

From a ‘win, win, win’ to a loss

Mr. Kilar embraced the promise of streaming with almost religious fervor. He told Mr. Zucker that he wanted CNN to start a stand-alone streaming news service of its own, later named CNN+, Mr. Zucker recalled.

Mr. Kilar told him that he believed AT&T intended to spin off Warner Media and, given Wall Street’s infatuation with streaming, a stand-alone news service alongside HBO Max would add value.

Mr. Zucker thought a separate news streaming service would make sense someday, but not yet. He thought he might be able to “slow walk” the idea, he recalled. But Mr. Kilar insisted. Mr. Zucker dutifully got on board, but without any great enthusiasm. (In a recent interview, Mr. Kilar said Mr. Zucker had never communicated any hesitation about CNN+ to him.)

To many in Hollywood, Mr. Kilar’s (and Mr. Stankey’s) lack of experience was on display that December when Mr. Kilar announced that all of Warner’s films slated for 2021, including big-budget tent poles like “Dune” and “Matrix 4,” would be released simultaneously in theaters and on HBO Max, upending the long tradition of exclusive release to movie theaters.

While prompted in large part by the collapse of the traditional box office during the pandemic, it also reflected the importance of HBO Max to AT&T’s overall strategy.

The move generated a storm of criticism, which Mr. Kilar described as “painful” in an interview with The Times. Mr. Stankey staunchly defended him, publicly calling the move a “win, win, win.”

But the recurring public relations headaches and financial pressures appeared to be weighing on Mr. Stankey. He was ready to wash his hands of the entire media enterprise. At the time, AT&T was faced with a $5 billion or more capital investment to deploy 5G spectrum. That cost, on top of the added billions being consumed by HBO Max, meant AT&T began unraveling its ambitious foray into media.

In February it announced that it would spin off DirecTV to a private equity group, TPG, though AT&T would still own 70 percent.In a rare concession, AT&T acknowledged that “some aspects” of the acquisition “hadn’t worked out as expected.”

Warner Media was next on the chopping block. Mr. Stankey consulted few people about his plans to combine the Warner assets with Discovery and put Discovery’s Mr. Zaslav in charge — the very person he had earlier rejected as a joint venture partner. That left no place for Mr. Kilar, who said he had been kept in the dark until Mr. Stankey told him about it shortly before it was announced.

Credit…Nicolas Ortega

Mr. Kilar believed this was a big mistake. Discovery’s popular but down-market unscripted programming — like “Gold Rush” and “Naked and Afraid” — added little of value to Warner’s premium assets. If AT&T was so desperate for capital, it could spin off Warner Media as a stand-alone company, unloading some of its debt. But Mr. Stankey’s mind was made up.

Mr. Stankey also called Mr. Stephenson just before the deal was made public. “I had zero input,” Mr. Stephenson said. “Had I still been chairman, I would not have advocated taking the business apart.”

But Mr. Stephenson didn’t convey his disagreement to Mr. Stankey. “You’re sitting in the chair,” Mr. Stephenson recalled telling him.

AT&T announced the deal with Discovery on May 17, 2021, and what was, in effect, its exit from the media and entertainment business. It was hardly a clean break: AT&T would still name a majority of the new company’s board, and AT&T shareholders would own 71 percent of the shares.

AT&T’s 2021 results, released last January, showed the relentless pressure on earnings from the soaring costs of producing movies and TV shows. Even though revenue at Warner Media jumped by a billion dollars as the pandemic eased, its adjusted earnings dropped 36 percent. Operating expenses rose 38 percent but, even at $8.3 billion, weren’t even half of what Netflix and Amazon were spending.

After the results were announced, AT&T shares dropped more than 8 percent to just over $19, less than they were at the depths of the pandemic, even as the broad market was soaring to new highs. A month later, AT&T cut its dividend in half.

At a J.P. Morgan conference in May, an analyst, Phil Cusick, pointed out that Mr. Stankey had “reversed six years of strategic change at AT&T in three months.”

Mr. Stankey responded that HBO Max “would not be where it is today” without AT&T and that owning Warner Media had “lowered churn” at AT&T, without offering any data to back that up.

“We got a long way down that path” toward the deal’s strategic objectives, he maintained, but complained that AT&T had never gotten any credit on Wall Street.

Though lame ducks, Mr. Stankey and Mr. Kilar were still in charge while the deal underwent regulatory review. Plans for CNN+ continued apace, with Mr. Kilar insisting that once it was up and running, it would be impossible for Discovery to kill it, according to Mr. Zucker. There was talk that CNN’s Mr. Zucker would get a big promotion once the deal closed; he and Mr. Zaslav were close friends from their days working together at NBCUniversal.

David Zaslav
The former head of Discovery, he now runs the combined Warner Bros. Discovery. Warner turned out to be “messier” than expected, he has said.
Credit…Richard Drew/Associated Press

Mr. Zaslav had no authority to tell Mr. Kilar what to do, but in a series of conversations he made it clear that he wished Mr. Kilar would delay the debut of CNN+, according to a person familiar with the discussions. Perhaps he was too subtle. That is not the message Mr. Kilar got, and in any event, he was determined to press forward, according to another person involved in the discussions.

In June, Mr. Zucker made a presentation in Dallas to AT&T’s board, asking to approve the CNN+ launch and for $350 million to spend on it, which he got. He hired an array of expensive talent like the Fox News anchor Chris Wallace and the “Desperate Housewives” star Eva Longoria.

But that $350 million didn’t show up in the CNN budget or projections and wasn’t disclosed to Discovery, something AT&T’s Mr. Cook acknowledged. Mr. Zucker said he had warned Mr. Kilar that the money had to be accounted for and disclosed.

That issue was still unresolved in February, when Mr. Zucker acknowledged that he had failed to report a consensual romantic relationship with his top lieutenant, Allison Gollust. At the behest of Mr. Kilar, backed by Mr. Stankey, both were forced to resign. A media firestorm ensued, with renewed questions about how the AT&T executives had handled the crisis. Mr. Trump seized the opportunity to call Mr. Zucker a “world-class sleazebag.”

CNN+ debuted as scheduled on March 29. After a week, it had only 100,000 subscribers, even at a steeply discounted rate of $2.99 per month. CNBC reported that fewer than 10,000 people a day were watching the streaming service. Nearly 800,000 watched CNN on cable.

The end of CNN+

Shares in Warner Bros. Discovery began trading on April 11 with a market capitalization of nearly $50 billion. Mr. Kilar and Ms. Sarnoff both resigned. When Discovery executives gained access to the company’s financial records after the closing (which finally reflected the $350 million at CNN+), it would be hard to overstate Mr. Zaslav’s dismay at what AT&T had left behind.

Just 10 days later, Mr. Zaslav pulled the plug on CNN+.

Chris Wallace, in the CNN studio in Washington, D.C., in January.Credit…Andrew Mangum for The New York Times

It took some time longer to discover that quality control appeared to have gone off the rails at the movie studio. Mr. Zaslav took the rare step of canceling the much-anticipated and nearly complete “Batgirl,” which had cost upward of $90 million; a Scooby-Doo sequel; and six other films destined for HBO Max that Discovery managers deemed all but unwatchable.

In a recent interview, Ms. Sarnoff defended her track record at Warner. She mentioned achieving “record financial results in 2021,” “breaking corporate internal silos,” “fueling the growth of HBO Max” and creating hits like “Ted Lasso” and “Abbott Elementary” despite a pandemic and the pending spinoff of the company.

Mr. Kilar, too, praised Warner’s achievements during his tenure and said he was proud of what Ms. Sarnoff and his team had accomplished.

At a conference this week, Mr. Zaslav described conditions at Warner as “messier” and “much worse than we thought.”

Mr. Zaslav reversed nearly every strategic decision made by AT&T: Feature films would again debut at movie theaters before moving to streaming; HBO Max would not try to “crush” or outspend Netflix and Amazon; Warner would again sell its streaming content to other distributors; and it promptly struck a renewed deal to distribute HBO Max through Amazon. It was pretty much the strategy that Mr. Bewkes had advocated during his appearance before AT&T’s board, except that four years and billions in market capitalization had disappeared in the interim.

Mr. Zaslav was especially upset at what he saw as projections that had overstated the value of Warner Media. Teams of lawyers examined the figures and questioned Warner Media’s internal finance officers.

Gunnar Wiedenfels
The chief financial officer of Warner Bros. Discovery, he has publicly criticized AT&T’s projections used to value the Discovery deal.
Credit…FilmMagic

Gunnar Wiedenfels, Warner’s new chief financial officer, alluded to the issue during Warner’s earnings call on Aug. 4. “Certain legacy Warner Media budget projections that were made available to us before closing varied from what we now view as legacy Warner Media’s budget baseline post-closing,” Mr. Wiedenfels said, putting the discrepancy at “roughly $2 billion.”

A Warner Bros. Discovery spokesman, Nathaniel Brown, declined to identify what Discovery had taken issue with. Others said it included the $350 million budgeted for CNN+ and accounting tactics that Discovery believed overstated revenue and understated costs at the studio.

Asked about these issues and Mr. Wiedenfels’s statement, the AT&T spokesman, Mr. Cook, said Discovery and the three law firms that advised it had full access to all of Warner Media’s audited financial statements through Dec. 31, 2021. The merger agreement also stated that Discovery could not rely on projections or budgets beyond that date.

AT&T acknowledged that it hadn’t disclosed spending at CNN+ or at the Warner studio, or its post-Dec. 31 margins at HBO, deeming that to be highly competitive information. Sharing it before closing, the company said, could have been seen as an antitrust violation. And AT&T stressed that Warner had subsequently filed its own audited financial statements that failed to note any accounting issues.

In conversations with other media figures, Mr. Zaslav stopped short of accusing AT&T of fraud, but did express anger, three people familiar with the conversations said.

Mr. Zaslav had to tread carefully, given that AT&T appointed seven of Warner Bros. Discovery’s 13 board members. Mr. Brown denied that Mr. Zaslav ever discussed taking the issues to AT&T’s board unless AT&T offered substantial compensation to Warner Bros. Discovery.

AT&T did agree to pay the $1.2 billion in cash and to again offer HBO Max to its wireless customers. It disclosed the payment in an Aug. 4 filing with the Securities and Exchange Commission.

Mr. Brown wouldn’t say how those concessions had come about but said all disputes with AT&T had been resolved satisfactorily. Mr. Zaslav declined to be interviewed.

AT&T’s Mr. Cook wouldn’t comment on any communications between Mr. Zaslav, Mr. Stankey and AT&T’s board. A so-called purchase price adjustment clause was part of the merger agreement, and he said the HBO Max-AT&T wireless deal had been renegotiated in the normal course of business.

Also on Aug. 4, Warner Bros. Discovery reported a $3.4 billion adjusted quarterly loss, $1 billion of it related to merger costs. The results were far worse than expected. Its new direct-to-consumer unit, which includes HBO Max, lost $560 million during the quarter, and costs soared 33 percent to $2.7 billion.

Warner reported its latest earnings on Nov. 3. Even with HBO’s successful launch of “House of the Dragon,” the direct-to-consumer operation lost $634 million. Overall revenues declined 7 percent, missing Wall Street estimates, and the company reported a $2.3 billion operating loss. The next day, the company’s stock dropped 13 percent, hitting a new low.

Mr. Zaslav said this week that HBO had gone from $2 billion in profit in 2019 to a loss of $3 billion.

No regrets

AT&T’s headquarters, in downtown Dallas.Credit…Brandon Thibodeaux for The New York Times

In fairness to Mr. Stephenson and Mr. Stankey, the principal architects of AT&T’s ill-fated foray into media and entertainment, their efforts were handicapped by events beyond their control. The government’s antitrust suit cost them two years, leaving them even further behind their rivals. It was their misfortune to make a multibillion-dollar bet on streaming just as investors’ infatuation with the model started to fade.

On the creative front, Warner Media could point to many successes. In September, it won 40 Emmys, the most of any company. Thirty-four went to HBO and four to HBO Max. Warner Bros. led the 2022 Academy Awards with seven wins.

But for sheer strategic miscalculation and poor execution, AT&T’s management of Warner Media may have no rival in recent corporate history.

Yet there has been no accountability on the part of the AT&T board or shareholders. Mr. Stankey remains chief executive and has been hailed for his bold decisions to unload DirectTV and Warner Media, even though he was in large part responsible for buying them.

Last year, Mr. Stankey earned $24.8 million at AT&T. Mr. Stephenson left with a pension valued at $64 million and $27.4 million in deferred compensation.

Mr. Stephenson said in our recent interview that serious cultural issues had hindered the merger. Some of the “media people never really gave us a chance,” he said. “They were resentful from the beginning that a big phone company from Texas was buying them.” (Mr. Bewkes acknowledged that there was some truth to that.)

And Mr. Stephenson said that had he known Mr. Trump would win the presidency, he probably wouldn’t have done the deal in light of Mr. Trump’s open hostility.

“I wouldn’t have put my employees or Time Warner’s employees through that,” he said, referring to the antitrust case. “It was a terrible time.”

But “put that aside,” he said, and he would have done the deal again. He noted that HBO had doubled its digital subscriptions under AT&T’s ownership. “HBO had been a stagnant business for 10 years,” he said. “We made it an exciting and dynamic business again.”

(Former Time Warner executives took strong issue with that. Mr. Bewkes said that HBO had record revenue, profits and subscriber growth at the time the AT&T deal was announced.)

In response to questions about the merger, AT&T issued this statement:

“The Time Warner that AT&T acquired enjoyed world-class assets and talent but had no discernible path to building a global direct-to-consumer business. By contrast, when AT&T sold WarnerMedia to Discovery, the same business was growing and competing globally in ways it never could have prior to our acquisition.”

Mr. Bewkes said he had no regrets about selling Time Warner when he did, and his shareholders have every reason to be grateful. But it has been “heartbreaking,” he said, to watch the fate of the Warner properties — and the talented people — he once managed.

“The level of malpractice is something I would never have believed possible,” he said of AT&T’s stewardship. “The value destruction has been monumental.”

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