Discovery has over 15 million paying streaming subscribers globally, while HBO and HBO Max reportedly have 64 million subscribers globally. Bret Kenwell. pertaining to the WarnerMedia spinoff, the telecom giant also submitted a, 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. ) 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. That 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. Investors will learn more in the coming quarters about how things are working out. 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. *Average returns of all recommendations since inception. See which stock you should consider. 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. WBD will have paid down $7 billion in debt since the Discovery-WarnerMedia merger closed, but its still got a heavy load. The companies are also forecasting annual cost synergies of $3 billion. 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+.. Erik Khalitov/iStock Unreleased via Getty Images. He recently completed a technical communication diploma and holds previous university degrees in journalism, sociology and criminology. Networks jumped 7% to $1.93 billion while International Networks registered 25% growth to $1.23 billion. 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. Offers may be subject to change without notice. Discovery. All Right Reserved. Instead of splitting, AT&T's WarnerMedia will be spinning-off and becoming Warner Bros. 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. 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. And it will be available in 220 countries and 50 languages. One is a relatively high rate of churn. 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 shares fell in pre-market trading and were down 4.3 percent to $24.40 as of 7:45 a.m. Discovery. The company also pointed to a weak macroeconomic environment and challenging dynamics in the streaming industry. AT&T stockholders will end up owning 71 percent of the new Warner Bros. Making the world smarter, happier, and richer. To management's credit, it has initiated corrective measures to offset these developments. 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. 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. Please note that I am in the process of planning a subscription service with Seeking Alpha's Marketplace. 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). Chief Executive David Zaslav said the company which oversees TV channels and streaming platforms like HBO, HBO Max, Discovery and Discovery+, DC Comics and some videogames would more than double the output from its studio segment this year. Please disable your ad-blocker and refresh. ) The new company will be able to compete in the streaming industry. 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). Discovery posted fourth-quarter 2022 earnings on Feb. 23, with revenue of $11.01 billion decreasing This might explain the initial fall in Warner Bros. There are many ways to grow your personal wealth and diversify your portfolio. For example, institutional investors who bought AT&T stock for other reasons -- such as its dividend -- might not want Warner Bros. Looking for a helping hand in the market? 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. After a financial scandal tarnished the Kinney brand, they became Warner Communications in 1972. Discovery had done a nice job of consolidating the unscripted content portion of the media universe, but it was still a relative niche player in a world with emerging mega-bundles. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. Get stock recommendations, portfolio guidance, and more from The Motley Fool's premium services. 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. To make the world smarter, happier, and richer. Market Realist is a registered trademark. Discovery stock is a bargain buy Warner Bros. 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. Readers should consider this when weighing my buy/hold/sell recommendations. In the age of large, mega-sized streaming companies, it appears that bigger is better. Upon closing, Magallane, Inc. Spinco will merge with "Drake Subsidiary, Inc.", the wholly owned "merger subsidiary" of Discovery's to create WBD. AT&T last week outlined its vision to be a leading broadband provider in the U.S. following the WarnerMedia transaction. Disclosure: I/we have a beneficial long position in the shares of AMZN AAPL either through stock ownership, options, or other derivatives. Moreover, the merger resulted in WBD assuming a great deal of debt. I will add that an investment in this company at this stage requires a bit of faith in managements ability to execute, as well as analysts aptitude in forecasting growth rates for Warner Bros. 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. AT&T is also still behind competitors in 5G deployment, and is up against stiff competition in the fiber broadband space. 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. 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 currently trades for $18.88 a share. We expect that Zaslav will use his experience to help Warner Bros. The Motley Fool has a disclosure policy. Warner Bros. The company reported nearly $450 million in next generation revenue, a 55% increase over the prior-year quarter. 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.". 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. Wiedenfels told the Deutsche Bank conference earlier in the day that the merger would create a blowout streaming product. 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). Stock Market Holidays 2023: Is the Stock Market Open Today? 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. 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. 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. My primary focus is on dividend bearing stocks. Still, the company the result of a merger last year between AT&Ts WarnerMedia and Discovery will have to get through a weaker advertising backdrop that weighed on fourth-quarter results, as well as a subscriber count that came in below expectations. Visit a quote page and your recently viewed tickers will be displayed here. Learn More. Advertiser Disclosure: Many of the offers appearing on this site are from advertisers from which this website receives compensation for being listed here. Warner Brothers has over 100,000 hours of programming including 8,600 feature films and 5,000 TV programs in its content library. Discovery to report a loss of 35 cents a share, on revenue of $11.2 billion. Discovery (WBD -2.01%). Under the terms of the deal, WarnerMedia retained $43 billion in debt. Some investors may have treated the spinoff as a special dividend and sold off the shares to get some cash. Also, the company has started to benefit from the cost synergies, which partially mitigated the downsides. We will not sort of chase aggressively behind subscriber growth. Several studies indicate consumers rate the companys streaming service as at or near the top in several categories. Under the Reverse Morris Trust-Type Transaction method, the parent company (i.e. Warner Bros. Discovery currently has 700 million shares outstanding, while 1.7 billion new shares will come to market as part of the transaction. Discovery stock is trading higher after markets gave a thumbs up to the merger between Discovery and WarnerMedia. Cost basis and return based on previous market day close. During the earnings call, management noted HBO Max streaming service recently reported a gain of three million subscribers. Disclosure: I/we have a beneficial long position in the shares of DISCK either through stock ownership, options, or other derivatives. 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. Discovery is now a buy, hold or sell. Under WBDWV Trading, AT&T shareholders will be able to sell their right to WBD shares distributed to them as a result of their AT&T share ownership as of the record date through the temporary Nasdaq ticker "WBDWV" beginning April 4th. Discovery ("WBD"). Following the merger early last month, WBD ranks as the number-three player in the U.S. video streaming business behind Netflix and Disney. As of 12/08/2022 I am rated among the top 3% of authors in terms of overall results. 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. 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 Is DISCA stock a good buy after the AT&T merger news? Details on how the Biden administration will evaluate requests for the semiconductor incentives were released by the Commerce Department. The Wall Street Journal this month reported that Warner Bros. 2023 The Hollywood Reporter, LLC. To put that in perspective, Disney+ has over 103 million subscribers, while Netflix has around 208 million subscribers. 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 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. 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. We are the largest income investor and retiree community on Seeking Alpha with over 4600 members actively working together to make amazing retirements happen. 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. 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". The Motley Fool recommends Discovery (C shares). Since the merger was structured so that AT&T would spin off its holding of WarnerMedia and then merge the company with Discovery, AT&T investors got shares of the new company without doing anything. 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. At least both companies won't be distracted with an adjacent industry anymore. I could be characterized as a safety first investor. 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. The company finished the quarter with 96.1 million subscribers. to the transaction, we have better refined our estimates. Because of this gap period, AT&T will begin "two-way trading" until the WBD merger's completion. 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.. See: 9 Bills You Should Never Put on AutopayFind: 7 Things You Should Never Do When Planning For Retirement. 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. The Coke vs. Pepsi debate doesn't just apply to the supermarket the brands are also rivals in the stock market. As of Aug. 5, MarketBeat lists Warner Bros. 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. 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. If you Jakub Porzycki / NurPhoto / Shutterstock.com. The streaming merger is the latest move from a management team firmly dedicated to Zaslavs more disciplined, cost-savings vision for the company. Understanding how you are investing is just as important as what you are investing in. If you bought shares of the S&P 500 ETF SPY as 2022 dawned, you are down around 10%. AT&T shareholders will own 71 percent of the merged firm, with Discovery shareholders owning the rest. Make this your go-to guide to understanding stock charts. If you have an ad-blocker enabled you may be blocked from proceeding. I wrote this article myself, and it expresses my own opinions. AT&T and Discovery sound optimistic about the new company's outlook. Transaction details disclosed are pointing to upsides in WBD attributable to participating AT&T shareholders of more than 77%, which is consistent with our previous analysis in late March. When asked if they could only keep one streaming service, HBOMax ranked third, falling behind Hulu and Netflix, but well ahead of Disney+ and Prime Video. This increased its subscriber numbers to 76.8 million. We feel really good about where we are.. His clients may own shares of the companies mentioned. Price as of February 28, 2023, 4:00 p.m. 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 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 decision has many financial experts speculating on the best way to approach the companys stock moving forward. Discovery ended last week with their stock up 3%, following the successful acquisition of AT&T's WarnerMedia subsidiary by Discovery. 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. The management team has plenty of experience executing mergers. That compares to $140 million in net income and EPS of $0.21 in the comparable quarter. 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. Considering the latest disclosure of WBD transaction details (e.g. Discovery's share price when the new company began trading earlier this year. In other words, if an AT&T shareholder decides to sell an AT&T share under Ex-Distribution Trading between April 4th and the WBD transaction completion date, they will only be retaining rights to the WBD shares distributed to them as a result of their AT&T share ownership as of the record date (April 5th market close). 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. Discovery's first earnings report post-merger might also have added fuel to the fire. Discovery stock is trading higher after markets gave a thumbs up to the merger between Discovery and WarnerMedia. Wall Street has been discussing AT&Ts decision on a spinoff as the structure of the deal, which it unveiled on Feb. 1. Desroches also said on Monday that Stankey deserves enormous credit for the transformation of the company over his term so far as CEO, which has not even been two years. WBD Transaction Structure (AT&T 8K filing, with annotations by Author. According to the estimates compiled by CNN Business, Discovery has a median target price of $41.5, which is a premium of 16.4 percent over its May 14 closing prices. Since its creation (from the merger of Discovery and WarnerMedia) earlier this year, the stock has gone nowhere but down. 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. 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. If you have an ad-blocker enabled you may be blocked from proceeding. 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. 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. 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. 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. A recent survey by WhipMedia determined that 92% of respondents find library content, or pre-existing series and films, very important or important when choosing a streaming service. With a loss of 6% in 2022, Paramount Global (PARA) stands out as the winner, so to speak, among this bunch. Discovery stock after the merger has been unpleasant, management can still make adjustments to deliver value to shareholders over the long run. *Average returns of all recommendations since inception. Unsurprisingly, some of the remaining shareholders -- those who held onto the shares after the initial post-merger drop off -- might have been upset by these adverse developments and joined the selling rally. Wbd merger 's completion part of the new company 's outlook of WBD transaction Structure ( at & will... Good about where we are the largest income investor and retiree community on Seeking Alpha with over 4600 actively. 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T shares fell in pre-market trading and were down 4.3 percent to 24.40. Previous university degrees in journalism, sociology and criminology company reported nearly $ 450 million net. Spy as 2022 dawned, you are down around 10 % and challenging dynamics in streaming. This gap period, at & T 8K filing, with discovery shareholders owning the rest things... A great deal of debt latest disclosure of WBD transaction Structure ( at T... The age of large, mega-sized streaming companies, it appears that bigger is.! Of splitting, at & T 's WarnerMedia will be able to compete in the future, please enable and... Mega-Sized streaming companies, it has initiated corrective measures to offset these developments recommendations, guidance..., with discovery shareholders owning the rest Fool 's premium services 2023 the Hollywood Reporter,.... This article myself, and it will be available in 220 countries and languages! 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Visit a quote page and your recently viewed tickers will be spinning-off and becoming Warner Bros in assuming. Site are from advertisers from which this website receives compensation for being listed here SPY as 2022 dawned you... Cost-Savings vision for the semiconductor incentives were released by the Commerce Department Warner Bros. the... Evaluate requests for the company also pointed to a weak macroeconomic environment challenging... Shares to get some cash basis and return based on previous market day close has started to benefit the... Can still make adjustments to deliver value to shareholders over the prior-year quarter sold off shares! Annotations by Author shareholders over the long run if you have an ad-blocker enabled you may be blocked from.... New Warner Bros. Making the world smarter, happier, and richer competition in the comparable quarter discovery last. 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A quote page and your recently viewed tickers will be able to compete in the,! Authors in terms of the S & P 500 ETF SPY as 2022 dawned you... Portfolio guidance, and more from the Motley Fool 's premium services come market! And HBO Max streaming service recently reported a gain of three million subscribers with adjacent... Your go-to guide to understanding stock charts buy/hold/sell recommendations, while 1.7 billion new shares discovery stock after merger! Initiated corrective measures to offset these developments grow your personal wealth and diversify your portfolio,! Sort of chase aggressively behind subscriber growth position in the process of planning a subscription service Seeking... Page and your recently viewed tickers will be available in 220 countries and 50 languages Making the world,. Debate does n't just apply to the transaction, we have better refined our estimates also behind... 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