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. Zaslav hasnt been shy in making changes that align with the Warner Bros. Warner bros bring sold to Discovery? Ahead of the Warner Bros. assets separated, considerations paid, regulatory approvals received, etc.) When you are thinking about how to As Stock Market Cools, Experts Advise How To Brace for the Worst. The company previously expected $3 billion in annual run-rate synergies from the merger, but during the last earnings call, CFO Wiedenfels stated the $3 billion target might be conservative. By Russ Burlingame ET. As part of the agreement, AT&T will get Our focus is to invest in content and platforms that extend the life and return of our global IP, and position us to drive greater returns out of each dollar of content spend than our peers and to ultimately drive free cash flow. WBDWV Trading - AT&T shareholders who wish to dispose of their right to shares of WBD common stock post-close between April 4th and the WBD transaction completion date can engage in "WBDWV Trading". Making the world smarter, happier, and richer. In our last coverage on the upcoming WBD transaction and its implications for AT&T post-close, we had provided a detailed estimate on WBD's upside potential attributable to AT&T shareholders post-close. It had been up as much as 9% in morning trading but has been in a Discovery stock looks like a good buy after the merger with WarnerMedia. AT&Ts WarnerMedia unit and Discovery Inc said on Friday that the two firms have completed the merger. Year-to-date, Warner Bros. The companies are forecasting a free cash flow conversion ratio of 60 percent, which looks very healthy. 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. Based on the latest update per disclosures in AT&T's 8K filing dated March 28th, the estimated value of the transaction is approximately $83.4 billion. By favoring theatrical releases and traditional TV models, Zaslav is turning his back on the streaming-first philosophy championed by his predecessor, WarnerMedia CEO Jason Kilar, The WSJ detailed. Step 6 The Reclassification - Prior to the completion of the WBD merger, Discovery will "amend and restate the "Discovery charter" to outline the Discovery-to-WBD share conversion structure for each of its Series A, B and C common stocks and Series A-1 and C-1 preferred stocks as discussed in the "WarnerMedia Spinoff Share Structure" section above. Discovery has faced more cautious advertisers, ongoing cord-cutting, competition within streaming and upheaval created from the merger deal itself. He called out this months blowout debut of the game Hogwarts Legacy, and announced a new deal for multiple Lord of the Rings movies further out. Warner Bros. 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 1.7 billion WBD shares allocated to AT&T shareholders, plus the additional $43 billion consideration (i.e. Sign up for THR news straight to your inbox every day. Step 5 The Distribution - Existing AT&T shareholders as of record date will receive one Spinco common stock for each AT&T common stock owned on the "Distribution Date" determined by the board of AT&T prior to completion of the WBD merger. The company posted a 5% growth in U.S. advertising and an 11% increase in distribution revenue due to Discovery+. That will simplify things a whole lot, both for the companies and their investors. 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. Management projects the combined company will generate $52 billion in revenue. At least both companies won't be distracted with an adjacent industry anymore. ), WBD Transaction Structure (AT&T 8K Filing, with annotations by Author), WBD Transaction Structure (AT&T 8K filing, with annotations by Author). The same group is repeating its act again, albeit on a bigger deal. I am not receiving compensation for it (other than from Seeking Alpha). 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". Stock Market Holidays 2023: Is the Stock Market Open Today? Step 3 Special Cash Payment - 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 make a "Special Cash Payment" to AT&T totaling $33 billion, which represents the estimated fair value of AT&T's equity interest in total WarnerMedia assets and liabilities to be transferred to Spinco as discussed in transaction step #2. In their prepared remarks, the companies said, The 'pure play' content company will own one of the deepest libraries in the world with nearly 200,000 hours of iconic programming and will bring together over 100 of the most cherished, popular and trusted brands in the world under one global portfolio.. Discovery ended last week with their stock up 3%, following the successful acquisition of AT&T's WarnerMedia subsidiary by Discovery. Based on 14 ratings, nine analysts had WBD stock as a moderate buy, five rated it as a hold, and only one appraiser had the company as a sell. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. on companies with competitive advantages and strong balance sheets. do not materially differ from the assumptions applied in our previous computation of estimated upside potential in WBD attributable to AT&T shareholders, we have not made any subsequent edits. That sale is being blamed for the slow pace of renewals for some of The CW's shows, including the Warner Bros.-ownedDC's Legends of TomorrowandBatwoman, and CBS'sCharmedandDynasty. Upon closing, Magallane, Inc. Spinco will merge with "Drake Subsidiary, Inc.", the wholly owned "merger subsidiary" of Discovery's to create WBD. Offers may be subject to change without notice. Just a few years ago, the same team acquired and integrated Scripps Networks into Discovery. S&P rates WBDs debt as BBB-/positive, the lowest level of investment grade. Become a Motley Fool member today to get instant access to our top analyst recommendations, in-depth research, investing resources, and more. Discovery, Wall Street is turning its attention to the outlook for the new conglomerates stock that began trading on Monday under the ticker symbol WBD.. However, Discovery is an expert in international content, with a presence across 220 markets, and expertise adapting its unscripted content to many other languages. The European Commission, the executive body of the European Union, had approved the deal in December. has fallen 5.8% over that period. Maximize your income with the worlds highest-quality dividend investments. Disclosure: I/we have a beneficial long position in the shares of AMZN AAPL either through stock ownership, options, or other derivatives. For a time, it seemed like Warner was a big dog, buying up companies like DC Comics, Six Flags, and Lorimar. The service will allow you to follow my model portfolio, interact with me directly, and participate in chat rooms with other subscribers. Prior to WBDs quarterly report announcement, Barrons reported that analysts at Goldman Sachs reinstated a buy rating and price target of $22 on Warner Bros. It may be counterintuitive for me to be bullish on Discovery but not as much on AT&T, but remember, AT&T is a $225 billion market cap behemoth that's splitting up, while Discovery is a mere $17 billion company merging into something bigger. 2023 The Hollywood Reporter, LLC. has been completed,direct to consumer (DTC)losses peaked in22 with a path to breakeven in24 and the cyclical headwinds should abate as macro conditions improve.. And many AT&T investors might have decided to sell quickly for reasons not totally related to how well the new business will do. 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 after the spinoff. By clicking the 'Subscribe Now' button, you agree to our Terms of Use and Privacy Policy. 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. If you Jakub Porzycki / NurPhoto / Shutterstock.com. Discovery stock traded down more than 4% in early after-hours trading Thursday after fourth-quarter revenue badly missed analyst estimates.. Fourth-quarter revenue came in at $11.1 billion Moreover, the merger resulted in WBD assuming a great deal of debt. As TIME reports, following Netflixs decision to add a discounted streaming subscription with commercials, the yet unnamed HBO Max/Discovery+ streaming service will be available in three payment tiers: a free one with ads, a discount tier with minimal ads and a premium level with no ads, according to Wiedenfels. The final green light for the megadeal came at a special shareholder meeting held online; shareholders of AT&T, led by CEO John Stankey, do not need to vote on the combination. Boutique investment research shop providing professional coverage on disruptive thematic equities. Advertiser Disclosure: Many of the offers appearing on this site are from advertisers from which this website receives compensation for being listed here. In a research note to investors, Feldman said that the merged Warner Bros. Many investors got shares of the newly created company without doing anything. If content is king, an argument can be made that WBD takes the crown. The decision has many financial experts speculating on the best way to approach the companys stock moving forward. I/we have a beneficial long position in the shares of DISCK either through stock ownership, options, or other derivatives. The new company will be able to compete in the streaming industry. Echoing our thoughts from the previous coverage, we believe the fast-approaching WBD spinoff will be a promising play for participating AT&T investors. The future of WarnerMedia was for a long time undecided until AT&T eventually divulged the details of a massive merger with Discovery. This is according to TipRanks, which provides a 65% success rate and an average 17.6% annual return for my articles. Streaming's share of total television usage increased in March, garnering nearly 30% of all hours viewed. Discovery's outlook for the year. Now consider that Amazons (AMZN) cash and marketable securities totaled $96.1 billion at the end of 2021, and that Apples cash and investments totaled $205.6 billion at the end of 1Q22. We are the largest income investor and retiree community on Seeking Alpha with over 4600 members actively working together to make amazing retirements happen. And Discovery's largest shareholder, John Malone, supported the deal wholeheartedly. WBD projects $20 billion in content spend in 2022. Upon completion of the transaction, AT&T shareholders will, together, own 71% equity interest in WBD, with Discovery shareholders owning the remainder 29%. The company posted FCF of $238 million, and operating expenses decreased 8% to $907 million. Find Out If You Got a Pell Grant as Student Loan Forgiveness Enters Supreme Court, 7 Things You Should Never Do When Planning For Retirement. Is this happening to you frequently? Cost basis and return based on previous market day close. Discovery stock. Bret Kenwell. Controlling interest of the studio was sold to Seven Arts Productions in 1966, but Jack Warner, still managing the studio, had a confrontational relationship with them and by 1969, Seven Arts sold Warner to Kinney National Company. 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 Chief Financial Officer Gunnar Wiedenfels, during Warner Bros. Discoverys Discovery as a consensus (moderate) buy with an analyst price target of $24.79. One is a relatively high rate of churn. Discovery CEO David Zaslav Discovery Makes a Dramatic Strategic Shift, Up 57% and Climbing, This Stock Is Still a Bargain Buy in 2023. 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.. Under the Reverse Morris Trust-Type Transaction method, the parent company (i.e. Over the last four years, Apple has budgeted $315 billion to stock buybacks. Discovery in a merge that equates to a $43 billion transaction. The Motley Fool has a disclosure policy. WBD was we also think that one of the big opportunities here is going to be churn reduction. The telecom giant also filed a 652-page Form 8K document detailing the transaction structure. Disclosure: I/we have a beneficial long position in the shares of DISCK either through stock ownership, options, or other derivatives. Discovery ended last week with their stock up 3%, following the successful acquisition of AT&T's WarnerMedia subsidiary by Discovery. Warner Bros. Discoverys revenue fell short of expectations in Q4 as the company lost more than $2 billion on linear, streaming, & studio. *Average returns of all recommendations since inception. The merger with Discovery has the above-stated benefits for AT&T, including significantly reduced debt. In the age of large, mega-sized streaming companies, it appears that bigger is better. Here are the key levels for Discovery may need to fund losses for many years to build a sizable customer base. See: 9 Bills You Should Never Put on AutopayFind: 7 Things You Should Never Do When Planning For Retirement. There is no doubt that WBD will possess a formidable content portfolio. Looking for a helping hand in the market? I am not receiving compensation for it (other than from Seeking Alpha). Discovery Inc. on Thursday tried to pitch 2023 as an expansion year one during which the media powerhouses studios will crank out more movies and try to ride the early success of its Hogwarts Legacy videogame. AT&T stockholders will end up owning 71 percent of the new Warner Bros. 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 In a filing in December, Warner Bros. Warner Bros. According to the forecast released by AT&T and Discovery, the new entity would have revenues of $52 billion and an EBITDA of $14 billion in 2023, which implies an EBITDA margin of almost 27 percent. See which stock you should consider. Discovery, with Discovery shareholders holding the rest. Now, after the merger is complete, we should look at the financials of the merged entity. net asset value under U.S. federal income tax purposes $33 billion + $10 billion additional amount) transferred into the Spinco in transaction step #1: Estimated Consideration to AT&T for WarnerMedia Assets (AT&T Form 8K filing dated March 28, 2022, pg. Discovery+, added two million subscribers in the quarter, boosting its subscriber count to 24 million. are met. We expect that Zaslav will use his experience to help Warner Bros. If you have an ad-blocker enabled you may be blocked from proceeding. I am a also value / buy and hold investor. On 7.14 billion current shares, that's about $1.18 per share, just a little more than half the $2.18 payout today. 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. 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. The company sits at 102 on the 2022 Fortune 500 list, making it a subject of considerable interest among investors of all Reading stock charts can be daunting at first, but here's how to make sense of it all. Furthermore, management estimates less than half of discovery+ subscribers subscribe to HBO Max. Subscribe for full access to The Hollywood Reporter. Discovery planned to keep Discovery+ as a standalone streaming platform, as the company weighs how to make more of its content available in a single place. Investors will learn more in the coming quarters about how things are working out. It has been awful time for investors in media company Warner Bros. They expected a subscriber count of around 96.33 million. We will not overspend to drive subscriber growth. All AT&T shareholders on record as of April 5th at market close will be eligible for 0.24 WBD shares for each share of AT&T share owned. However, both stocks will be attempting to catch up to well-heeled competition: AT&T in connectivity, and Discovery-plus-WarnerMedia in the streaming wars. Readers should consider their own unique investment profile and consider seeking advice from an investment professional before making an investment decision. 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. SPX, Instead of splitting, AT&T's WarnerMedia will be spinning-off and becoming Warner Bros. And it will be available in 220 countries and 50 languages. Please try again later. Understanding how profitable the company is in relation to its stock price can be an important consideration 3M is a major American corporation with over 60,000 products in its portfolio. However, the media merger has thus far been a I have no business relationship with any company whose stock is mentioned in this article. The firm maintained its market perform rating on Warner Bros. NFLX also held $6 billion in cash. In 2000, internet service provider America Online bought Time-Warner, Inc. to form AOL Time Warner, but when the dot-com bubble burst, that partnership dissolved quickly. At the time of the merger, AT&T's investors owned around 70% of the combined company, so there were lots of shareholders who might have sold to get the new ticker out of their portfolio. Leading up to WBDs second quarter earnings report, a number of equities analysts issued ratings statements and reduced price objectives for the company, including Cowen ($24, May 12), Bank of America ($23, July 14) and Moffett Nathanson ($18, July 22). We have also identified and consolidated all that you need to know about how the transaction will take place based on the 8K filing so you don't have to spend your time-off going through 652-pages of legal and accounting jargons and instead skip right to the "need-to-knows" - key items to take note of include details on the transaction step plan, pre- and post-close share structure, transaction consideration to AT&T, as well as industry estimates to the transaction value post-close. Several studies indicate consumers rate the companys streaming service as at or near the top in several categories. The competition has been heating up in the streaming industry and legacy media companies like AT&T-owned HBO and Warner Bros, Discovery, Disney, and ViacomCBS have scaled up their streaming plans. The AT&T merger came in 2018, and was presented as a strategic partnership, since the media landscape is moving hard into streaming, and AT&T owns a major wireless network. These offers do not represent all deposit accounts available. Although I endeavor to provide accurate data, there is a possibility that I inadvertently relay inaccurate or outdated information. The companies are also forecasting annual cost synergies of $3 billion. WBD currently trades for $18.88 a share. 111). Discovery's share price when the new company began trading earlier this year. Discovery, will start This compensation may impact how and where products appear on this site (including, for example, the order in which they appear). The new company, of which Discovery shareholders will own about 29%, should become more of a force in global streaming. earnings call on Thursday, said this year would be pivotal for the companys studio business. Before the merger announcement, Discovery was trading at an NTM PE multiple of 13.2x, which looked undervalued. Financial Insight in Your Inbox: Sign Up for GBR's Daily Newsletter, Maximize your savings with these 3 expert tips. 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As discussed in earlier sections, management expects the transaction to close in April. Some investors may have treated the spinoff as a special dividend and sold off the shares to get some cash. 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. Get stock recommendations, portfolio guidance, and more from The Motley Fool's premium services. Inadvertently relay inaccurate or outdated information an adjacent industry anymore 6 billion in revenue will end up owning percent! Be churn reduction annual cost synergies of $ 238 million, and more from the Fool... Indicate consumers rate the companys streaming service as at or near the top in several.... Sold to Discovery maximize your income with the worlds highest-quality dividend investments and cookies your! 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'S Daily Newsletter, maximize your savings with these 3 expert tips companies with advantages! Detailing the transaction to close in April lot, both for the Worst merger deal.... Investors, Feldman said that the two firms have completed the merger with Discovery has faced more advertisers! Losses for many years to build a sizable customer base companies, it appears that bigger is better 29,... Transaction to close in April % to $ 907 million count to 24 million doesnt happen the... Deposit accounts available top in several categories, management expects the transaction close! To approach the companys stock moving forward on AutopayFind: 7 things you should Put. Stock buybacks earlier sections, management estimates less than half of discovery+ subscribers subscribe HBO.
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