Upcoming Merger between Discovery & Warner bros DD


Hello r/stocks community members,

I want to pitch you guys with an investment opportunity. But please remember to do your own due diligence. Let me know if I've gotten anything wrong. I want to avoid providing a biased pitch, so I'd shy from giving my assumptions.

Ok, here we go.

  • Discovery is merging with Warner bros, which is set to close Q2 2022. We don't know the date, but has already obtained all anti-trust and regulatory authority approvals.
  • Discovery Warner bro joint company is set to generate $52bn revenue on pro forma basis, which puts it the number #1 streaming platform compared to $NFLX & $DIS.
  • Discovery is a profitable yet boring company. Sure, many of you have come across very profitable companies with declining future profitability prospects therefore depressed valuations e.g., Altria, KHC, KO, etc.
  • Discovery generates approximately $2bn in free cash flow at $14bn valuation. Growing revenue and cost at GDP and work backward on a DCF model, market implied perpetual growth rate is only -1%. Yes, the market is pricing the company in steady decline for -1% every year despite the company generated 14% top line improvement last year.
  • Discovery and Warner bros merger will create the deepest library content for streaming platform in the market. Management already said the joint company will join their streaming application into one, meaning combining IPs such as Suicide Squad, Peace maker, Food channel, etc.
  • Discovery is also one of the very few streaming platform offering sports entertainment including NHL, NCAA, Olympics, etc.
  • Qualitative aside. Let's talk valuations. The company is currently trading 1x 2023 forward EV/Sales compared to 2.5x $DIS and 4.5x $NFLX.
  • A slight multiple re-rate to 2x on pro forma basis already brings your investment 2x at today's valuation. I know I said no assumptions for me, but if I have to give my target, I have a rule of thumb for top contender trading 75% of market leader multiple, so that's roughly 3.3x. Or if worst case scenario, if it just trades close but lower to $DIS, you still get over 100% return on the investment. This is one of the least followed company on Fitwit and I believe there are some mispricing remains.
  • Two reasons why the mis-pricing exist today. 1) there's still no set date on merger schedule despite approvals have been obtained from regulatory body and the board. 2) Discovery has yet to provide on post merger share translation information. There's a very informative article on Seeking alpha by Livy research that gives an estimate on a likely scenario on shares translation on the joint company. I will refrain from providing link because there's a rule against seeking alpha on reddit (I think?).

Let me know if I'm missing anything guys. I've been following event driven opportunities for sometime, and this is one of the wildest underprice pre merger opportunity just yet.

Thank you all for reading. Let me know your thoughts in the comments, and happy trading. Thanks.


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