In a press release yesterday, AT&T and Discovery announced a definitive agreement to form a new global entertainment company by combining “WarnerMedia’s premium entertainment, sports and news assets with Discovery’s leading nonfiction and international entertainment and sports businesses.” The deal values the new company at $130bn inclunding debt, based on WarnerMedia’s estimated enterprise value of over $90bn. The new company plans to lead direct-to-consumer (DTC) streaming services and already has the approval of the Board of Directors of AT&T and Discovery. Under the all-stock Reverse Morris Trust transaction (Term of the day) deal, “AT&T would receive $43bn (subject to adjustment) in a combination of cash, debt securities, and WarnerMedia’s retention of certain debt” The stockholders of AT&T will receive 71% share of the new company with the stockholders of Discovery receiving the remaining 29%. As per the company’s presentation, net debt would be trimmed by $43bn at the close of the transaction, with the expected net debt to adjusted EBITDA of 2.6x and below 2.5x by end 2023. The new “pure play” content company aims to own one of the largest libraries of ~200,000 hours of programs for streaming to over 200 countries by getting brands like HBO, Warner Bros, Discovery, DC Comics, CNN, Cartoon Network and Animal Planet under a single umbrella. The transaction is likely to close in mid-2022 subject to approval by shareholders of Discovery and could bring synergies worth $3bn annually. The new business aims to breach revenues of $52bn by 2023, with an adjusted EBITDA of ~$14bn.
AT&T’s 4.125% 2026s and 4.3% 2030s were up 0.33 and 0.43 respectively to trade at 112.9 and 113. Discovery’s 5.3% perps were down 0.53 to trade at 118.2.
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