16 Million Approved for Biden Student Loan Forgiveness Plan Will Supreme Court Uphold? All articles are my personal perspective on a given prospective investment and should not be considered as investment advice. With the 5G transition in full swing, the company can't afford to be distracted with the streaming media wars, paying down debt, and maintaining the dividend all at once. I am a retired law enforcement officer. They expected a subscriber count of around 96.33 million. The thinly traded shares (ticker: DISCB) that are 95% owned by media mogul and Discovery board member John Malone traded Tuesday at $68.88, down $1.02. Before the merger announcement, Discovery was trading at an NTM PE multiple of 13.2x, which looked undervalued. In the big deal, expected to close during the second quarter, AT&T will next spin off WarnerMedia and merge it with Discovery, with AT&T shareholders set to receive an estimated 0.24 share in the new company for each AT&T share held. Please try again later. The consensus 12-month price target of the five analysts rating the stock is $37.25. Due diligence should be exercised and readers should engage in additional research and analysis before making their own investment decision. Discovery to report a loss of 35 cents a share, on revenue of $11.2 billion. Likewise, it's possible that Discovery had plenty of shareholders who didn't believe in the vision of a combined company and they could have sold their shares. I have approximately 20 years experience as a retail investor. Zaslav hasnt been shy in making changes that align with the Warner Bros. If you want full access to our Model Portfolio and all our current Top Picks, feel free to join us for a 2-week free trial at High Dividend Opportunities. Here are the key levels for Discovery, they discovered that the previous management had been overly optimistic with their projection of Warner Bros. prospects. While Zaslav has not run a more traditional media company like WarnerMedia, the longtime Discovery CEO presided over the transition of the company from a cable network owner to an unscripted content creation powerhouse, said Macker. The Motley Fool owns shares of and recommends Netflix. Under the terms of the deal, WarnerMedia retained $43 billion in debt. Discovery has over 15 million paying streaming subscribers globally, while HBO and HBO Max reportedly have 64 million subscribers globally. Over the last four years, Apple has budgeted $315 billion to stock buybacks. This array of content serves to attract and retain subscribers. But if I take a step back here and just look at, call it, the past 15 months for WarnerMedia sort of as a carve out-group, we're looking at more than $40 billion of revenue and really virtually no free cash flow. The company the result of a merger last year between AT&Ts WarnerMedia and Discovery reported a fourth-quarter net loss of $2.08 billion, or 86 To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. AT&T shares fell in pre-market trading and were down 4.3 percent to $24.40 as of 7:45 a.m. Youre reading a free article with opinions that may differ from The Motley Fools Premium Investing Services. However, the media merger has thus far been a ET. The company posted FCF of $238 million, and operating expenses decreased 8% to $907 million. One is a relatively high rate of churn. The merger with Discovery has the above-stated benefits for AT&T, including significantly reduced debt. Discovery's Stock, 2 Growth Stocks That Can Turn $250,000 Into $1 Million by 2030, Billionaire Investor Bill Ackman Is Raking In $97 Million In Annual Dividend Income From These 2 Stocks, 1 Bargain-Basement Warren Buffett Stock Down 78% to Buy Before It Starts Soaring, 3 No-Brainer Stocks to Buy With $50 Right Now, Join Over Half a Million Premium Members And Get More In-Depth Stock Guidance and Research, Motley Fool Issues Rare All In Buy Alert, Copyright, Trademark and Patent Information. The management team has plenty of experience executing mergers. This might explain the initial fall in Warner Bros. To make the world smarter, happier, and richer. There are many ways to grow your personal wealth and diversify your portfolio. Read More About: AT&T Advertiser Disclosure: Many of the offers appearing on this site are from advertisers from which this website receives compensation for being listed here. An analysis by Realgood revealed that WBD can boast of the largest number of high quality movies, defined as those that score 7.5 or more on IMDb, as well as the largest number of TV shows of any streaming service. Discovery posted fourth-quarter 2022 earnings on Feb. 23, with revenue of $11.01 billion decreasing Last but not least, with the focus by inventors on WBDs streaming service, there is little discussion regarding the fact that much of WBDs revenue stems from cable subscribers, and cord-cutting remains an ongoing issue. The new streaming behemoth will have a huge library of 200,000-plus hours of content, from Warner Bros. Studios, HBO and MBO Max, The Turner channels (TNT, TBS, CNN), as well as Discovery's comprehensive portfolio of unscripted content. Desroches mentioned that Discovery currently has 700 million shares outstanding, while 1.7 billion new shares will come to market as part of the transaction. Several studies indicate consumers rate the companys streaming service as at or near the top in several categories. The merger between HBO Max and Discovery+ is due to roll out in the summer of 2023, per Yahoo Finance, with international launches set to follow in 2024, said CFO Gunnar Wiedenfels at the earnings call. Invest better with The Motley Fool. While most AT&T shareholders are income-focused, the WBD transaction could make an attractive one-time trade to capitalize on promising near-term upside potential resulting from a valuation re-rate event. I am not receiving compensation for it (other than from Seeking Alpha). Founded by four brothers in 1923, Warner Bros. is a giant in the film industry, but has changed hands more time than most fans can count. In the process of merging AT&T at 71% and The approximate 1,709 million shares of WBD common stock attributable to AT&T shareholders post-close is also validated based on the 0.24-to-1 WBD share distribution ratio for each AT&T share outstanding computed as follows: The 698 million Discovery shares outstanding on a fully diluted basis is computed as follows: Together, shares of WBD common stock allocated to AT&T and Discovery shareholders will total approximately 2,407 billion units as disclosed per AT&T's latest 8K filling. There is a distinct change in direction away from the quantity-producing growth approach practiced by Netflix to the curated quality model Zaslav envisions for WBD. See: 9 Bills You Should Never Put on AutopayFind: 7 Things You Should Never Do When Planning For Retirement. At the end of 2021, the pro forma debt for WBD was over $56 billion. We feel really good about where we are.. Discovery, Inc. Price as of February 28, 2023, 4:00 p.m. Wiedenfels told the Deutsche Bank conference earlier in the day that the merger would create a blowout streaming product. Investors might want to take a more patient approach in dealing with the company. Step 4 Issuance of Spinco Common Stock - Prior to AT&T's distribution of rights to shares of WBD common stock to existing AT&T shareholders as of record date, the Magallanes, Inc. Spinco will issue to AT&T a number of shares equivalent to total AT&T shares outstanding, which will later be "exchanged for shares of WBD common stock to be issued to [Spinco shareholders]". Discovery stock. Discovery merger, AT&T and Discovery Communications shareholders have decisions to make. Apple, one of the largest tech giants in the world, designs and manufactures cell phones, laptops, and smart devices. Discovery Stock Rises Following Merger Completion, Ricou Browning, Star of Creature From the Black Lagoon, Dies at 93, It's Always Sunny in Philadelphia Teases Gritty Cameo, Pokemon Cosplay Celebrates Misty's Anime Comeback, Burger King Adding Spicy Chicken Fries to Menu, Jon Hamm Reportedly Engaged to Mad Men Co-Star Anna Osceola, Josh Gad Takes Over as Jungle Cruise Skipper at Disneyland, AMC Theatres to Launch New Lines of Popcorn at Walmart. Trading AT&T and Discovery After $43 Billion Media Merger AT&T and Discovery have come to terms on a $43 billion media deal. There is currently no definitive answer to when the WBD merger will close or what its post-close value will be. Discovery, with Discovery shareholders holding the rest. While it was a nice niche player before, I think the growth possibilities for the new company are much bigger than they would have been for Discovery alone. Discovery in a merge that equates to a $43 billion transaction. Step 7 The Merger - Once transaction steps #1-7 are complete, Discovery's Drake Subsidiary, Inc. merger subsidiary will merge into Magallanes, Inc. Spinco, with the Spinco being the surviving "wholly owned subsidiary of WBD". I'll be launching in the near future with a legacy discount for early subscribers and I'll be sharing more details as we ramp up to launch in the coming months. The combination of issued Spinco Debt Securities and cash proceeds from Spinco Financing Agreements provided to AT&T as part of transaction step #2 must total $43 billion, which represents the total consideration paid by Spinco to AT&T in exchange for its equity interests in the assets and liabilities of WarnerMedia (i.e. In the last quarter before the merger, AT&T reported 2.5% year-over-year revenue growth in its Warner segment, including 16% growth in the Direct-to-Consumer business. Founded in 1993 by brothers Tom and David Gardner, The Motley Fool helps millions of people attain financial freedom through our website, podcasts, books, newspaper column, radio show, and premium investing services. Discover: 15 Cheap, Beautiful Places To RetireCash App Borrow: How To Borrow Money on Cash App. If you bought shares of the S&P 500 ETF SPY as 2022 dawned, you are down around 10%. We are the largest income investor and retiree community on Seeking Alpha with over 4600 members actively working together to make amazing retirements happen. It's a busy time for Warner, who besides the Discovery merger are also reportedly in the market for a buyer for The CW, a network they co-own with Paramount, the parent company of CBS (and ComicBook.com). we will continue to be very thoughtful about our spend. I also have concerns regarding the toll cord cutting may take on the companys future results. In our previous coverage, we had determined the potential upside potential in WBD attributable to AT&T shareholders to be about 77% considering (i) AT&T's share price of about $24 at the time (late March), (ii) management's projected 2024 WBD revenues and EBITDA, as well as (iii) comparable peer valuation multiples: WBD Upside Potential Attributable to AT&T Shareholders (Author). Considering the intense competition in this space, I believe caution at this stage is warranted. All Rights Reserved. Discovery's ( NASDAQ: WBD) announcement that Hogwarts Legacy has generated $850 million in sales two weeks after its release shows why the gaming unit could boost the stock. The Motley Fool recommends Discovery (C shares). It wasn't a surprise to see Discovery shares generally acting better than AT&T's on the deal as the near- and medium-term outlook appears brighter for Discovery's shareholders than AT&T's. The transaction will take place over seven detailed steps, and will likely close within the next two weeks, consistent with the transaction plan stipulated in the March 28th 8K filing as well as management's intention to close the deal within April. We currently are holding a limited-time sale with 10% off your first year! Discovery ("WBD"). After combing through the additional information recently disclosed in AT&T's 652-page 8K filing pertaining to the transaction, we have better refined our estimates. AT&T Ex-Distribution Trading - AT&T shareholders can engage in "Ex-Distribution Trading" during the two-way trading period if they wish to only sell their right to AT&T RemainCo and retain their stock dividend pertaining to the WBD transaction. AT&T) wishing to divest a subsidiary (i.e. Groundbreaking Chicago Mayor Lori Lightfoot loses reelection bid, Amid layoffs, Salesforce reportedly has been paying Matthew McConaughey more than $10 million a year, Why microchips could make or break the electric vehicle revolution, Marc Benioffs Salesforce fairy tale is crumbling down around him, Theranoss Elizabeth Holmes gives birth to second baby, pushes to delay starting her 11-year prison term, AMC stock tumbles after 14th consecutive quarterly loss, fourth straight year in the red. The estimated transaction value takes into consideration the closing price of $25.37 per share for Discovery Series A common stock as of March 9th, multiplied by The future of WarnerMedia was for a long time undecided until AT&T eventually divulged the details of a massive merger with Discovery. Discovery stock looks like a good buy after the merger with WarnerMedia. Author's Note: Thank you for reading my analysis. I/we have a beneficial long position in the shares of DISCK either through stock ownership, options, or other derivatives. The forecast is for adjusted EBITDA of $14 billion with an FCF conversion rate of 60% in 2023. Another massive streaming giant round the corner? In the merger presentation, AT&T said it will pay out about 40% to 43% of free cash flow as its dividend, while giving a $20 billion-plus estimate for free cash flow Stephen Fry to Host Jeopardy! for ITV in U.K. Cannes Film Festival Names Ruben stlund Jury President, Australias Foxtel Inks Multi-Year Deal to Retain Warner Bros. As part of the agreement, AT&T will get Discovery's first earnings report post-merger might also have added fuel to the fire. See which stock you should consider. Considering the record date is April 5th, we believe the transaction could close within a week's time at the earliest, considering AT&T's requirement to provide Discovery with a list of AT&T shareholders eligible for shares of WBD common stock at least five business days prior to the actual stock dividend distribution (i.e. Readers should consider this when weighing my buy/hold/sell recommendations. DISCA stock looks like a good buy at the current prices. Cost basis and return based on previous market day close. Latest Technology & Communications News and Updates. A merger rarely goes without hiccups, so while the dip in Warner Bros. That We had previously estimated about 2.4 billion WBD shares outstanding post-close according to AT&T's stock dividend structure of 0.24 WBD shares for each AT&T share. I am not receiving compensation for it (other than from Seeking Alpha). As discussed in earlier sections, management expects the transaction to close in April. However, I admit I have reservations regarding the companys debt load and financial prowess. Networks jumped 7% to $1.93 billion while International Networks registered 25% growth to $1.23 billion. Under the terms of the deal, which is structured as an all-stock transaction, AT&T would receive $43 billion in cash and debt with its shareholders controlling 71% of Warner Bros. That brings the companys net debt to around 4.5x EBITDA. Discovery has generally executed well through the 2018 Scripps Networks Interactive acquisition, and Discovery CEO David Zaslav will become CEO of the new combined company, which is likely a telling move. After all, there has been a more chaotic revolving door over in the HBO C-suite since the merger with AT&T, with lots of turnover and restructuring. If you have taken a look at AT&T's latest 8K filling dated March 28th, you would notice that the filing registrant is "Magallanes, Inc.". The company finished the quarter with 96.1 million subscribers. When you buy stock, you're essentially buying a tiny piece of the company it represents. However, based on the stock's performance so far, it seems other shareholders have had different opinions about the value of the deal, including those who got shares without taking any action. With the WarnerMedia spinoff fast approaching, AT&T (NYSE:T) has uploaded a series of press releases last week detailing how the transaction will take place. Step 2 Issuance of Spinco Debt Securities - Prior to AT&T's distribution of rights to shares of WBD common stock to existing AT&T shareholders as of record date and the final merger completion, the Magallanes, Inc. Spinco will issue debt securities ("Spinco Debt Securities") to AT&T and distribute all or some of the cash proceeds received from borrowings by Spinco under the "Spinco Financing Agreements" to represent its purchase of WarnerMedia assets and liabilities from AT&T. Boutique investment research shop providing professional coverage on disruptive thematic equities. The Motley Fool has a disclosure policy. In addition, Discovery didn't have a dividend prior to this announcement, while AT&T was a former Dividend Aristocrat that will cut its dividend in half in the wake of the deal. The firm maintained its market perform rating on Warner Bros. Stock Market Holidays 2023: Is the Stock Market Open Today? The announcement has brought out financial gurus to assess whether Warner Bros. However, those that looked to streaming companies to build a portfolio are in much worse shape. The Spinco Financing Agreements allude to debt totaling approximately $42 billion received from a combination of bridge loans, term loan credit agreements, note issuances, and revolving credit agreements obtained or completed through commitments with JPMorgan Chase Bank, Goldman Sachs Bank, Goldman Sachs Lending Partners LLC, and "certain other financial institutions". has fallen 5.8% over that period. Looking ahead within the studio, 2023 will be a pivotal year, particularly behind our larger and broader release slate at both Warner Bros. Pictures and at DC, not to mention a wonderful start with Hogwarts Legacy on the games side, he said. However, most of the analysts rate the stock as a hold or some equivalent. These offers do not represent all available deposit, investment, loan or credit products. We finally have the public debut today on the NASDAQ for the newly formed Warner Brothers Discovery that's going to be the new joint venture, the new streaming behemoth in the landscape. David has covered a wide variety of financial and lifestyle topics for numerous publications and has experience copywriting for the retail industry. Discovery Communications and its three share classes will no longer exist as the company, unlike AT&T, will fully be merged into Warner Bros. There was an unknown error. At the time Get stock recommendations, portfolio guidance, and more from The Motley Fool's premium services. Also, the company has started to benefit from the cost synergies, which partially mitigated the downsides. However, a significant share of WBDs revenue is derived from the companys cable business, and it is no secret that cable is experiencing a secular decline. Earlier this year, the merger of AT&T 's ( T -0.57%) WarnerMedia with Discovery ( DISC.A) ( DISC.B) ( DISCK) was given the green light by U.S. regulators. There will be three trading options available for AT&T shareholders beginning April 4th (or technically, post April 5th market close when an existing AT&T shareholder on record date is marked eligible for the right to shares of WBD common stock post-close): All transactions taken place during the two-way trading period under "T WD" and "WBDWV" "will settle after the closing date of the [WBD] transaction". There is meaningful churn on HBO Max, much higher than the churn that we have seen. Of course, the numbers behind the earnings report pertain to the former Discovery, Inc; however, management provided some important metrics related to WarnerMedia, as well as some relevant commentary. AT&T is also still behind competitors in 5G deployment, and is up against stiff competition in the fiber broadband space. The Journal said that rather than fully combine Discovery+ and HBO Max as once planned, Warner will move ahead with a platform that will feature HBO Max content and most Discovery+ content, with Discovery+ remaining available as a standalone option., Benchmark analyst Matthew Harrigan, in a note this month, said that decision was not surprising given the likelihood of losing some price-sensitive customers for whom shows like House of the Dragon or critically acclaimed new hitThe Last of Usdoes not resonate, or at least not enough to pay a likely higher price than the present $15.99/$9.99 (with ads) for HBO Max.. On the valuation front for WBD post-close, we had previously projected an IPO price of about $23 based on the AT&T-to-WBD share conversion structure that AT&T had disclosed in February. Discovery, will start For a time, it seemed like Warner was a big dog, buying up companies like DC Comics, Six Flags, and Lorimar. 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