One is a relatively high rate of churn. Magallane, Inc. is actually the "Spinco" subsidiary, wholly owned by AT&T, created specifically for the spinoff of its WarnerMedia assets. AT&T Regular Way Trading - AT&T shareholders can engage in "Regular Way Trading" during the two-way trading period if they wish to sell "both the share of AT&T common stock and the right to receive shares of WBD common stock in the transaction". I am not receiving compensation for it (other than from Seeking Alpha). This compensation may impact how and where products appear on this site (including, for example, the order in which they appear). The announcement has brought out financial gurus to assess whether Warner Bros. After all, the spinoff is tantamount to an admission of error on the hugely expensive 2018 acquisition of Time Warner, which was the signature move of prior management. 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. All rights reserved. In the process of merging AT&T at 71% and NFLX has a projected net debt-to-adjusted EBITDA ratio of 1.3 for 2022. These are high-margin services that AT&T needs to get right, and where it's up against stiff competition in the telecom space. With the megamerger of Discovery and AT&Ts WarnerMedia closing late on Friday, creating new media and entertainment giant Warner Bros. Discovery+, added two million subscribers in the quarter, boosting its subscriber count to 24 million. Bolstered by strong international results, WBD increased total revenue by 13% to $3.16 billion. It has been awful time for investors in media company Warner Bros. Discovery in a merge that equates to a $43 billion transaction. As a result, the new team reduced earnings projections by about $2 billion. 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. Discovery reported a fourth-quarter net loss of $2.08 billion, or 86 cents a share, after a profit of $38 million, or 8 cents a share, in the same quarter in 2021. Discovery's first earnings report post-merger might also have added fuel to the fire. 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. DISCA stock looks like a good buy at the current prices. Warner Bros. Discoverys revenue fell short of expectations in Q4 as the company lost more than $2 billion on linear, streaming, & studio. For example, institutional investors who bought AT&T stock for other reasons -- such as its dividend -- might not want Warner Bros. Billy Duberstein owns shares of AT&T, Discovery (C shares), and Netflix. Warner Bros. I wrote this article myself, and it expresses my own opinions. Advertiser Disclosure: Many of the offers appearing on this site are from advertisers from which this website receives compensation for being listed here. It had been up as much as 9% in morning trading but has been in a Over the last four years, Apple has budgeted $315 billion to stock buybacks. Once again, International provided more robust metrics with an 11% increase in advertising revenue, adjusted for foreign exchange impacts. There was an unknown error. Discovery CEO David Zaslav The specific transaction structure will be executed in the seven steps as follows: Step 1 The Separation - 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, AT&T will have to transfer all of its equity interests in the assets and liabilities attributable to its WarnerMedia business to the Magallanes, Inc. Spinco. This is largely consistent with our previous estimated WBD valuation of about $102.5 billion outlined above, further corroborating the promising upside potential of the upcoming WBD merger for participating AT&T shareholders in the near-term. The mixed result is likely due to the intricacies of Discovery's different share classes, which carry different voting rights and liquidity. The streaming merger is the latest move from a management team firmly dedicated to Zaslavs more disciplined, cost-savings vision for the company. Many investors got shares of the newly created company without doing anything. HBO Max and Discovery Plus will be merged into a single digital platform under Warner Bros. Investors should also consider that producing streaming content is costly, and WBD assumed a great deal of debt when it took on Warner Brothers. It's worth noting that these forecasts were before Discoverys merger announcement. Ahead of the Warner Bros. Make this your go-to guide to understanding stock charts. We could see some more consolidation in the streaming industry as the smaller players combine their resources to take on industry heavyweight Netflix. 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. Please. The company posted a 5% growth in U.S. advertising and an 11% increase in distribution revenue due to Discovery+. -2.01% 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. Warner Bros. And it will be available in 220 countries and 50 languages. 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). 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. Discovery (WBD) CEO David Zaslav announced plans to combine HBO Max and Discovery+ into one streaming service. Readers should consider their own unique investment profile and consider seeking advice from an investment professional before making an investment decision. Its options had been the spinoff, in which AT&T stockholders will receive shares in the merged company in addition to their existing AT&T shares; a split-off, which would have allowed shareholders to choose between stock of AT&T and the new company; or some combination of the two. Let the power of quality research drive your investment convictions. I wrote this article myself, and it expresses my own opinions. 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. 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. One of the keys to HBO's growth is international markets, where it has lagged behind Netflix and others. 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. Now, after the merger is complete, we should look at the financials of the merged entity. At the end of 2021, the pro forma debt for WBD was over $56 billion. Following the merger early last month, WBD ranks as the number-three player in the U.S. video streaming business behind Netflix and Disney. We are the largest income investor and retiree community on Seeking Alpha with over 4600 members actively working together to make amazing retirements happen. 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. Discovery shareholders would own 29 percent of the new entity, while AT&T shareholders would hold a 71 percent stake in the new company. However, we have taken additional consideration of the valuation sensitivity analysis performed by the WBD transaction advisors, Allen & Company and J.P. Morgan, as disclosed in AT&T's most recent 8K filing dated March 28th to further gauge the upside potential in WBD post-close. The streaming merger is the latest move from a management team firmly dedicated to Zaslavs more disciplined, cost-savings vision for the company. Looking for a helping hand in the market? Since I require a discount in the share valuations of my investments, my ratings are generally very conservative. Become a Motley Fool member today to get instant access to our top analyst recommendations, in-depth research, investing resources, and more. Discovery, they discovered that the previous management had been overly optimistic with their projection of Warner Bros. prospects. Discovery ("WBD"). 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.". 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. Price as of February 28, 2023, 4:00 p.m. Discovery to report a loss of 35 cents a share, on revenue of $11.2 billion. 2023 GOBankingRates. As part of the agreement, AT&T will get While I still own a small token amount of AT&T, my allocation to Discovery is much larger, and Discovery looks to have more intriguing post-deal upside. See which stock you should consider. Shares of 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. The streaming media and telecom worlds were shaken Monday, when AT&T (T -0.63%) announced it would be spinning off its WarnerMedia division and combining it with Discovery (DISCA) (DISCK). Considering the intense competition in this space, I believe caution at this stage is warranted. distribution of Spinco common stock to eligible AT&T shareholders as of record date), which occurs prior to completion of the WBD merger. I am a retail investor, with no formal training in investing. Please disable your ad-blocker and refresh. The Hollywood Reporter is a part of Penske Media Corporation. The company reported nearly $450 million in next generation revenue, a 55% increase over the prior-year quarter. My primary focus is on dividend bearing stocks. AT&T stockholders will end up owning 71 percent of the new Warner Bros. As of Aug. 5, MarketBeat lists Warner Bros. $33 billion fair value attributable to WarnerMedia assets + $10 billion additional amount) funded by a combination of debt securities and cash from Spinco provided to AT&T. On Friday, Discovery shareholders formally approved the mega-combination of the factual and lifestyle media powerhouse Discovery with AT&Ts entertainment arm. The Motley Fool recommends Discovery (C shares). He recently completed a technical communication diploma and holds previous university degrees in journalism, sociology and criminology. Its an app that people can use just like a regular wallet to store their card details and information. WBD projects $20 billion in content spend in 2022. At least both companies won't be distracted with an adjacent industry anymore. WBD currently trades for $18.88 a share. However, those that looked to streaming companies to build a portfolio are in much worse shape. Is this happening to you frequently? Hogwarts Legacy launched on Feb. 10. Only about a quarter of the analysts rated the stock as a buy. *Average returns of all recommendations since inception. I wrote this article myself, and it expresses my own opinions. Asked about the risk of future dividend cuts, Desroches said that the dividend is not only safe, but its size gives the company financial flexibility. This increased its subscriber numbers to 76.8 million. I am not receiving compensation for it (other than from Seeking Alpha). An SEC filing last March, just prior to the merger, revealed that Discovery forecasts revenue from its U.S. linear TV business will decline by 4% per annum through 2025, while expenses are expected to accelerate. The same group is repeating its act again, albeit on a bigger deal. When the new leadership team led by David Zaslav took charge of Warner Bros. 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. S&P rates WBDs debt as BBB-/positive, the lowest level of investment grade. 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. We expect that Zaslav will use his experience to help Warner Bros. Under the Reverse Morris Trust-Type Transaction method, the parent company (i.e. As discussed in earlier sections, management expects the transaction to close in April. Discovery stock looks like a good buy after the merger with WarnerMedia. By Russ Burlingame AT&T shares fell in pre-market trading and were down 4.3 percent to $24.40 as of 7:45 a.m. Financial Insight in Your Inbox: Sign Up for GBR's Daily Newsletter, Maximize your savings with these 3 expert tips. Discovery have tumbled 45.2% over the past 12 months. Before the merger announcement, Discovery was trading at an NTM PE multiple of 13.2x, which looked undervalued. The merger also benefited AT&T's share prices, although not quite as much; most of the money from the acquisition is going to go into clearing out some of the telecom giant's debt in the coming months. 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. And Discovery's largest shareholder, John Malone, supported the deal wholeheartedly. Discovery transition into a direct-to-consumer powerhouse by focusing further investment in content and the user experience, which has garnered complaints on both HBO Max and Discovery+.. We will not sort of chase aggressively behind subscriber growth. Ahead of the fourth-quarter earnings, some analysts said the results would present an opportunity for management to reframe the companys path forward. 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. 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". Disclosure: I/we have a beneficial long position in the shares of DISCK either through stock ownership, options, or other derivatives. Discovery strategic shift. 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 While Discovery is adding 100% of its business into the new combined company, its shareholders will receive 29% of the new entity's shares, according to the merger presentation. Copyright 2023 MarketWatch, Inc. All rights reserved. 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. Due diligence should be exercised and readers should engage in additional research and analysis before making their own investment decision. In 1989, Warner merged with Time Inc., publishers of Time and Life magazines, who were almost immediately forced to buy Warner Bros. after a hostile takeover attempt by Paramount (who, funny enough, wanted Time, not Warner). 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". The conversion will ultimately result in 71% AT&T shareholder ownership in WBD, with the remaining 29% ownership in WBD attributable to Discovery shareholders. If you have an ad-blocker enabled you may be blocked from proceeding. 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. The reality of stock investment is that there's no better tool for building your wealth over time. net asset value under U.S. federal income tax purposes $33 billion + $10 billion additional amount) transferred into the Spinco in transaction step #1: 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. Discovery stock at a time when those shares dont fully reflect the value that we see long-term for the combined company.. 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. Get stock recommendations, portfolio guidance, and more from The Motley Fool's premium services. Without the ability to invest billions in content to compete with the likes of Netflix, legacy cable companies were likely to get left behind, or at least become niche offerings without much growth. The blended average of the combined WBD valuation range with and without synergies is about $102.2 billion to $153.8 billion. That same study revealed that when questioned regarding their level of satisfaction among SVOD services, HBOMax received the highest score. 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. 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. 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. Discovery stock was up 5% in midday trading on the stock market today, near 32.50. 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. The Wall Street Journal this month reported that Warner Bros. 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. I also have concerns regarding the toll cord cutting may take on the companys future results. A merger rarely goes without hiccups, so while the dip in Warner Bros. His clients may own shares of the companies mentioned. Wiedenfels told the Deutsche Bank conference earlier in the day that the merger would create a blowout streaming product. David Nadelle is a freelance editor and writer based in Ottawa, Canada. This compensation may impact how and where products appear on this site (including, for example, the order in which they appear). Here is a stat that might surprise many readers: every stock listed above has underperformed the S&P 500 over the last three years by a wide margin. After the next few quarters, investors will have a better sense of how things are playing out and whether the stock is one to hold onto. 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 To make the world smarter, happier, and richer. Discovery. Discovery merger, AT&T and Discovery Communications shareholders have decisions to make. AT&T announced last week that April 5th at market close will be the record date for AT&T shareholders eligible for the special stock dividend pertaining to the upcoming WBD transaction. They added that advertising trends in January appeared to have improved from December. Apr 11, 2022 1:58 PM EDT. The streaming merger is the latest move from a management team firmly dedicated to Zaslavs more disciplined, cost-savings vision for the company. Please try again later. 111). There is currently no definitive answer to when the WBD merger will close or what its post-close value will be. With a loss of 6% in 2022, Paramount Global (PARA) stands out as the winner, so to speak, among this bunch. Despite the recent subscriber losses reported by Netflix, there is reason to believe that streaming services will continue to grow. Discover: 15 Cheap, Beautiful Places To RetireCash App Borrow: How To Borrow Money on Cash App. WBD, These offers do not represent all deposit accounts available. Visit a quote page and your recently viewed tickers will be displayed here. The new management is trying hard to turn around the ship. Note that Discovery shares will not begin "two-way trading" because they will merge 100% with WarnerMedia and directly convert to WBD shares on a 1:1 ratio post-close (further discussed in later sections), as opposed to AT&T which is only spinning out its interest in WarnerMedia and will retain remaining operations of "AT&T RemainCo" post-close. Discovery has faced more cautious advertisers, ongoing cord-cutting, competition within streaming and upheaval created from the merger deal itself. Chief Financial Officer Gunnar Wiedenfels, during Warner Bros. Discoverys With over 40 individual picks yielding +7%, you can supercharge your retirement portfolio right away. These offers do not represent all available deposit, investment, loan or credit products. Networks jumped 7% to $1.93 billion while International Networks registered 25% growth to $1.23 billion. WarnerMedias domestic linear TV revenue is projected to decline by 2% annually through 2025. However, Discovery is an expert in international content, with a presence across 220 markets, and expertise adapting its unscripted content to many other languages. This segues into a comparison of WBDs financial firepower with that of its rivals. Ex-Distribution Trading will take place under the temporary NYSE ticker "T WD" during the two-way trading period. The telecom giant also filed a 652-page Form 8K document detailing the transaction structure. Become a Motley Fool member today to get instant access to our top analyst recommendations, in-depth research, investing resources, and more. I have no business relationship with any company whose stock is mentioned in this article. The stock could be a long-term winner based on its the strong growth potential in the streaming industry. But it said that the ongoing reorganization, expected to be largely complete by the end of next year, could result in additional impairments above the revised estimates.. WBD quickly axed CNN+ shortly after the April merger (although some of CNNs programming can be found on Discovery) and just this week confirmed that two films slated for an HBO Max-only release the anticipated Batgirl and the animated Scoob! Discovery may need to fund losses for many years to build a sizable customer base. James Gunn Reveals New Superman, Batman Movies and More, Warner Bros. However, most of the analysts rate the stock as a hold or some equivalent. NFLX also held $6 billion in cash. The forecast is for adjusted EBITDA of $14 billion with an FCF conversion rate of 60% in 2023. Author's Note: Thank you for reading my analysis. The Coke vs. Pepsi debate doesn't just apply to the supermarket the brands are also rivals in the stock market. Warner Bros. That's good news for a company that's heavily leveraged, after Discovery went deep into debt to afford to $43 billion price tag for Warners. Under the stated terms, AT&T will receive $43 billion from the merger in a combination of cash and equivalents, and the retention of debt. Should we prevent her from inheriting it? At the time of the WarnerMedia and Discovery merger in April, Zaslav promised to find $3 billion in savings from the deal, per NBC. Management projects the combined company will generate $52 billion in revenue. AT&T and Discovery sound optimistic about the new company's outlook. I have no business relationship with any company whose stock is mentioned in this article. Maximize your income with the worlds highest-quality dividend investments. Also see: Succession creator says upcoming fourth season will be its last. This array of content serves to attract and retain subscribers. That We will be a simpler, more focused company with the intent to become Americas best broadband provider.. 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. Invest better with The Motley Fool. 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. 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