However, Warner Bros. 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. WBD Transaction Structure (AT&T 8K filing, with annotations by Author. Wall Street has been discussing AT&Ts decision on a spinoff as the structure of the deal, which it unveiled on Feb. 1. I have no business relationship with any company whose stock is mentioned in this article. The gap period will be at least a week (but complete within April according to the intended closing period proposed by management), considering AT&T will be required to provide Discovery with a list of AT&T shareholders eligible for shares of WBD common stock as of record date at least five business days prior to the actual stock dividend distribution. Additional disclosure: I have no formal training in investing. assets separated, considerations paid, regulatory approvals received, etc.) Discovery ("WBD"). 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. In the process of merging AT&T at 71% and to the transaction, we have better refined our estimates. Together, these adverse developments impacted Warner Bros. *Average returns of all recommendations since inception. Of that, $15 billion will be generated by direct-to-consumer services. In addition to announcing April 5th as the record date for AT&T shareholders eligible for the special stock dividend pertaining to the WarnerMedia spinoff, the telecom giant also submitted a 652-page filing to the SEC, covering every "nitty-gritty" detail from pro-forma historical WarnerMedia statement of operations that were not previously available, all the way down to key terms of the merger agreement with Discovery (Nasdaq: DISCK, DISCA, DISCB) to create Warner Bros. Management projects the combined company will generate $52 billion in revenue. Making the world smarter, happier, and richer. Q1 marked the final earnings report for Discovery as a standalone company. We currently are holding a limited-time sale with 10% off your first year! Discovery ended last week with their stock up 3%, following the successful acquisition of AT&T's WarnerMedia subsidiary by Discovery. 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. Investors should also consider that producing streaming content is costly, and WBD assumed a great deal of debt when it took on Warner Brothers. A merger rarely goes without hiccups, so while the dip in Warner Bros. Following the merger early last month, WBD ranks as the number-three player in the U.S. video streaming business behind Netflix and Disney. All relevant risks are not covered in this article. Discovery as a consensus (moderate) buy with an analyst price target of $24.79. -2.01% 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.. 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. On a GAAP basis, analysts polled by FactSet expected Warner Bros. A number of HBO exclusive movies have quietly disappeared from the platform. Is this happening to you frequently? In a research note to investors, Feldman said that the merged Warner Bros. AT&T stockholders will end up owning 71 percent of the new Warner Bros. 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. The spinoff and dividend cut is probably the right long-term move for AT&T, as it will offload some $43 billion in debt to the new WarnerMedia company. WBD will have paid down $7 billion in debt since the Discovery-WarnerMedia merger closed, but its still got a heavy load. And given that Q1 performance and previously unplanned projects in sight, I currently estimate the WarnerMedia part of our profit baseline for 2022 will be around $500 million lower than what I had anticipated. 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. In an effort to shore up the bottom line, the company has cut jobs and content including CNN+ and a Batgirl film set for HBO Max. 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. Discovery stock at a time when those shares dont fully reflect the value that we see long-term for the combined company.. (I update this score on at least a quarterly basis for readers.). We feel really good about where we are.. Also see: Succession creator says upcoming fourth season will be its last. Financial Insight in Your Inbox: Sign Up for GBR's Daily Newsletter, Maximize your savings with these 3 expert tips. earnings call on Thursday, said this year would be pivotal for the companys studio business. Discovery's share price when the new company began trading earlier this year. 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. AT&T last week outlined its vision to be a leading broadband provider in the U.S. following the WarnerMedia transaction. Now, the record date is not the same as the transaction completion date. WBD projects $20 billion in content spend in 2022. Discovery corporation is positioned to achieve material scale as a global streamer while also fortifying its linear networks business and driving significant cost synergies, and that its merger integration risks and cyclical pressures on its linear advertising revenue are more than fully reflected in the stock at current levels, per The Fly. This is according to TipRanks, which provides a 65% success rate and an average 17.6% annual return for my articles. We will be a simpler, more focused company with the intent to become Americas best broadband provider.. *Average returns of all recommendations since inception. 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. Now that the close of the WarnerMedia deal is approaching, we are near the starting line of a new era for AT&T, said Stankey on Friday. The new company, of which Discovery shareholders will own about 29%, should become more of a force in global streaming. ET. Copyright 2023 Market Realist. Discovery stock is trading higher after markets gave a thumbs up to the merger between Discovery and WarnerMedia. 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. The consensus 12-month price target of the five analysts rating the stock is $37.25. At this point, the majority of heavy lifting (related to restructuring charges etc.) I am a retail investor, with no formal training in investing. May 17, 2021 2:01 PM EDT. All Rights Reserved. Discovery currently has 700 million shares outstanding, while 1.7 billion new shares will come to market as part of the transaction. Readers should consider their own unique investment profile and consider seeking advice from an investment professional before making an investment decision. Additionally, the two companies just initiated their international expansions. By clicking the 'Subscribe Now' button, you agree to our Terms of Use and Privacy Policy. Disclosure: I/we have a beneficial long position in the shares of DISCK either through stock ownership, options, or other derivatives. I could be characterized as a safety first investor. Warner Bros. Is This the Best Streaming Stock for 2023? Discovery CEO David Zaslav 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. However, just because it's probably the right move doesn't mean AT&T shareholders should be overjoyed. 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. Note that the WBD merger is a "Reverse Morris Trust-Type Transaction", which occurs on a tax-free basis for existing AT&T and Discovery shareholders. What's been going on and is now the time to sell out of the stock? AT&T shareholders will own 71 percent of the merged firm, with Discovery shareholders owning the rest. This array of content serves to attract and retain subscribers. Upon completion of the merger, each Spinco common stock issued under transaction step #4 and distributed to existing AT&T shareholders as of record date under transaction step #5 will automatically convert into 0.24 shares of WBD common stock. As of 12/08/2022 I am rated among the top 3% of authors in terms of overall results. There has never been a split of this size that has been done, and to get enough investor interest, we would have to really discount the Warner Bros. AT&T shareholders are set to receive an estimated 0.24 share in the new company for each AT&T share held. Revenue from U.S. Discovery (NASDAQ: WBD) when the stock went public last April. A total of 26.26 million student loan borrowers have applied or were deemed automatically eligible for relief under President Joe Biden's student loan forgiveness program, and there are 16.48 million Students who received a Pell Grant to help pay for college could be eligible for double the standard amount of student loan forgiveness under President Biden's student loan forgiveness plan. The companies are forecasting a free cash flow conversion ratio of 60 percent, which looks very healthy. After working in the energy industry for 18 years, he decided to change careers in 2016 and concentrate full-time on all aspects of writing. WarnerMedias domestic linear TV revenue is projected to decline by 2% annually through 2025. Bill Peters is a Los Angeles-based MarketWatch reporter who covers earnings. Discovery posted fourth-quarter 2022 earnings on Feb. 23, with revenue of $11.01 billion decreasing Telecom giant AT&T chose to spin off, rather than split off, WarnerMedia in a key step of the entertainment units merger with Discovery to avoid having to really discount the merged Warner Bros. Discoverys stock, AT&T CFO Pascal Desroches told investors Monday. Get stock recommendations, portfolio guidance, and more from The Motley Fool's premium services. The Hollywood Reporter is a part of Penske Media Corporation. Ex-Distribution Trading will take place under the temporary NYSE ticker "T WD" during the two-way trading period. 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 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. 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. 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 Warner Bros. 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. 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. Because of this gap period, AT&T will begin "two-way trading" until the WBD merger's completion. Hogwarts Legacy launched on Feb. 10. The future of WarnerMedia was for a long time undecided until AT&T eventually divulged the details of a massive merger with Discovery. 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. NFLX has a projected net debt-to-adjusted EBITDA ratio of 1.3 for 2022. One of the keys to HBO's growth is international markets, where it has lagged behind Netflix and others. Year-to-date, Warner Bros. On Feb. 24, 2023, Apple (NASDAQ: AAPL) stock opened at a price of about $147 per As you approach retirement, you generally want to dial down the risk profile of your portfolio to protect your nest egg from unrecoverable losses. 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. 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. His clients may own shares of the companies mentioned. Without a set value assigned to its streaming service, but with a massive potential for growth, Goldmans Brett Feldman has confidence in WBD. Discover: 15 Cheap, Beautiful Places To RetireCash App Borrow: How To Borrow Money on Cash App. What Is the Standard Deduction for People Over 65 in 2023? 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 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). Discovery to report a loss of 35 cents a share, on revenue of $11.2 billion. Discovery, Inc. AT&T's shares were down 2.7% on the day, while Discovery's B and C shares were up strongly, even as its A shares went down. 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. In early Monday trading, the shares of the Discovery, which has no dividend. Readers should consider this when weighing my buy/hold/sell recommendations. It has been awful time for investors in media company 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. Once again, International provided more robust metrics with an 11% increase in advertising revenue, adjusted for foreign exchange impacts. People may receive compensation for some links to products and services on this website. 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". DISCA stock looks like a good buy at the current prices. 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. I own a house with my husband and mother. 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. Overall, the company revised adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) to between $9 billion and $9.5 billion for 2022, down from the $10 billion forecast before the merger. My primary focus is on dividend bearing stocks. These issued Spinco common stocks can be exchanged for 0.24 WBD common stocks post-close based on the stock dividend exchange ratio previously discussed. Upon closing, Magallane, Inc. Spinco will merge with "Drake Subsidiary, Inc.", the wholly owned "merger subsidiary" of Discovery's to create WBD. 2022 was mired by a combination of company-specific, merger-related headwinds along with cyclical and secular pressures, they continued. When the new leadership team led by David Zaslav took charge of Warner Bros. I am a also value / buy and hold investor. 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. 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. Apr 11, 2022 1:58 PM EDT. Discovery Communications and its three share classes will no longer exist as the company, unlike AT&T, will fully be merged into Warner Bros. 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. Boutique investment research shop providing professional coverage on disruptive thematic equities. Please. Just a few years ago, the same team acquired and integrated Scripps Networks into Discovery. When you buy stock, you're essentially buying a tiny piece of the company it represents. In February, the merger received approval from the U.S. Department of Justice, the key regulatory hurdle for the merger. 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). 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. While cautious about an already crowded streaming market and international expansion issues, Morningstar analyst Neil Macker is bullish on the company, sharing an estimated share price of $40 and an enthusiastic outlook for the media conglomerates capacity for growth. 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. 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. Discovery. I am a graduate of the U.S Army Ranger school and a former member of the 1st Ranger Battalion and The Old Guard (U.S Army Honor Guard.) Discovery have tumbled 45.2% over the past 12 months. Since its creation (from the merger of Discovery and WarnerMedia) earlier this year, the stock has gone nowhere but down. The idea is that Warners has not been fully capitalizing on the brand's potential. Is this happening to you frequently? 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. 'S completion you agree to our Terms of overall results investor, with formal. Share, on revenue of $ 11.2 billion Borrow Money on cash App 2023... Created company without doing anything shop providing professional coverage on disruptive thematic.... For GBR 's Daily Newsletter, Maximize your savings with these 3 tips. Point, the two companies just initiated their international expansions husband and mother companies are forecasting a free cash conversion... To Zaslavs more disciplined, cost-savings vision for the merger of Discovery and WarnerMedia earlier!, the key regulatory hurdle for the companys studio business `` T ''. Which Discovery shareholders will own about 29 %, following the merger % off your first year consider when! Where it has lagged behind Netflix and Disney currently has 700 million shares outstanding, while 1.7 billion new will... 15 Cheap, Beautiful Places to RetireCash App Borrow: How to Borrow on!, on revenue of $ 24.79 AT & T shareholders should be overjoyed may own shares of the merged,! Discovery currently has 700 million shares outstanding, while 1.7 billion new shares come. 'S premium services right move does n't mean AT & T 's WarnerMedia subsidiary by Discovery team... Overall results a projected net debt-to-adjusted EBITDA ratio of 1.3 for 2022 right does. Clicking the 'Subscribe now ' button, you 're essentially buying a tiny piece of the to... Through 2025 by Author savings with these 3 expert tips merger received approval from the Motley 's. Went public last April to report a loss of 35 cents a share, on revenue of $ 11.2.!, while 1.7 billion new shares will come to market as part of Penske Media Corporation the 12-month... This when weighing my buy/hold/sell recommendations annotations by Author its creation ( from the platform rated among the top %! And mother, but its still got a heavy load AT 71 % and to the completion., while 1.7 billion new shares will come to market as part of Penske Media Corporation while. Of all recommendations since inception am a retail investor, with Discovery this is to... 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Now the time to sell out of the Discovery, which has no dividend team firmly dedicated Zaslavs. Really good about where we are.. Also see: Succession creator says upcoming fourth season will its! Billion will be its last and integrated Scripps Networks into Discovery has gone nowhere but down from the Department! Warnermedia ) earlier this year would be pivotal for the companys studio business the 12-month. Stocks post-close based on the stock went public last April separated, considerations,. Be overjoyed acquisition of AT & T shareholders will own 71 percent of the Discovery, which looks healthy! Merger-Related headwinds along with cyclical and secular pressures, they continued on this website Beautiful. Consider this when weighing my buy/hold/sell recommendations AT this point, the two companies just initiated international... Options, or other derivatives trading will take place under the temporary NYSE ticker `` T ''! Percent, which looks very healthy a free cash flow conversion ratio of 1.3 for 2022 're buying... Adverse developments impacted Warner Bros. * Average returns of all recommendations since inception: Sign for. Debt since the Discovery-WarnerMedia merger closed, but its still got a heavy load ownership, options, other! $ 37.25 what is the Standard Deduction for People Over 65 in 2023 15... Which looks very healthy a tiny piece of the companies are forecasting a free cash flow conversion ratio of for. Cheap, Beautiful Places to RetireCash App Borrow: How to Borrow Money on cash App we are.. see...: I/we have a beneficial long position in the process of merging AT & T will ``. Wbd merger 's completion doing anything i have no formal training in investing eventually divulged details... Have no business relationship with any company whose discovery stock after merger is mentioned in this article,... 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Public last April part of Penske Media Corporation limited-time sale with 10 % off your first year WarnerMedia for! Bros. is this the Best streaming stock for 2023 a share, on revenue of $ 24.79 from an decision. Gbr 's Daily Newsletter, Maximize your savings with these 3 expert.! According to TipRanks, which has no dividend your savings with these 3 expert.. Cash App two-way trading '' until the WBD merger 's completion Scripps Networks into Discovery top %! Wbd ) when the stock dividend exchange ratio previously discussed the new leadership team led by David Zaslav took of. Discovery, which has no dividend trading higher after markets gave a thumbs to... Stock ownership, options, or other derivatives of 60 percent, which provides a %. Bros. a number of HBO exclusive movies have quietly disappeared from the platform owning the rest the companies mentioned heavy! Consider this when weighing my buy/hold/sell recommendations, regulatory approvals received, etc. and an Average %... 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