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DISCA

Discovery

$26.80

0.41 (1.55%)

, SNI

Scripps Networks

$86.91

0.5 (0.58%)

06:55
07/31/17
07/31
06:55
07/31/17
06:55

Discovery to acquire Scripps for $90 per share in cash and stock deal

Discovery Communications (DISCA) and Scripps Networks Interactive (SNI) announced that they have signed a definitive agreement for Discovery to acquire Scripps in a cash-and-stock transaction valued at $14.6B, or $90 per share, based on Discovery's Friday, July 21 closing price. The purchase price represents a premium of 34% to Scripps' unaffected share price as of Tuesday, July 18, 2017. The transaction is expected to close by early 2018. Combined, Discovery and Scripps will have nearly 20% share of ad-supported pay-TV audiences in the U.S. Additionally, the combined company will be home to five of the top pay-TV networks for women and will account for over 20% share of women watching primetime pay-TV in the U.S. The combination is expected to create significant cost synergies, estimated at approximately $350M. The deal is expected to be accretive to adjusted EPS and to Free Cash Flow in the first year after close. Scripps shareholders will receive $90 per share under the terms of the agreement, comprised of $63.00 per share in cash and $27.00 per share in Class C Common shares of Discovery stock, based on Discovery's Friday, July 21 closing price. The stock portion will be subject to a collar based on the volume weighted average price of Discovery Class C Common Shares over the 15 trading days ending on the third trading day prior to closing. Scripps shareholders will receive 1.2096 Discovery Class C Common shares if the Average Discovery Price is below $22.32, and 0.9408 Discovery Class C Common shares if the Average Discovery Price is above $28.70. If the Average Discovery Price is greater than or equal to $22.32 but less than or equal to $28.70, Scripps shareholders will receive a number of shares between 1.2096 and 0.9408 equal to $27.00 in value. If the Average Discovery Price is between $22.32 and $25.51, Discovery has the option to pay additional cash instead of issuing more shares. Scripps shareholders will have the option to elect to receive their consideration in cash, stock or the mixture described above, subject to pro rata cut backs to the extent cash or stock is oversubscribed. This purchase price implies a total transaction value of $14.6 billion, including the assumption of Scripps' net debt of approximately $2.7 billion. Post-closing, Scripps' shareholders will own approximately 20% of Discovery's fully diluted common shares and Discovery's shareholders will own approximately 80%. Kenneth Lowe, Chairman, President & CEO, Scripps Networks is expected to join Discovery's board following the close of the transaction.

DISCA

Discovery

$26.80

0.41 (1.55%)

SNI

Scripps Networks

$86.91

0.5 (0.58%)

  • 09

    Aug

DISCA Discovery
$26.80

0.41 (1.55%)

07/20/17
WELS
07/20/17
INITIATION
WELS
Market Perform
Scripps Networks initiated with a Market Perform at Wells Fargo
Wells Fargo started coverage of Scripps with an $82 price target and a Market Perform rating. The firm says the company has a number of strengths, including "very low affiliate fees, extremely high engagement, an educated female audience," better ratings than peers and continued ad revenue growth of around 5%. However, the firm says it doesn't necessarily believe that Discovery (DISCA) is "the right partner" for Scripps, and "it's tough to get overly excited" about Scripps at the current stock price.
07/20/17
07/20/17
INITIATION

On The Fly: Top five analyst initiations
Catch up on today's top five analyst initiations with this list compiled by The Fly: 1. Tesla (TSLA) initiated with a Neutral at Citi. 2. Johnson & Johnson (JNJ) reinstated with an Outperform at Credit Suisse. 3. Tile Shop (TTS) initiated with a Hold at Loop Capital. 4. Spring Bank Pharmaceuticals (SBPH) initiated with an Overweight at Cantor. 5. Discovery (DISCA) and Scripps Networks (SNI) were initiated with a Market Perform at Wells Fargo. This list is just a portion of The Fly's analyst coverage. To see The Fly's full Street Research coverage, click here.
07/25/17
NEED
07/25/17
NO CHANGE
NEED
Hold
Needham likes Scripps Networks best as Discovery merger partner
Needham analyst Laura Martin believes Discovery (DISCA) will decide to protect its U.S. asset value rather than exit, and likes Scripps Networks (SNI) best as a merger partner for the company. The analyst reiterates a Hold rating on Discovery's shares.
07/26/17
WELS
07/26/17
NO CHANGE
WELS
Scripps Networks could be acquired for $91-$95 per share, says Wells Fargo
After the Wall Street Journal reported that Discovery (DISCA) and Viacom (VIAB) are interested in buying Scripps' (SNI) assets, Wells Fargo estimates that Scripps could be acquired for $91-$95 per share. The firm believes that the acquirer or acquirers could realize a total of about $175M of non-programming expense synergies. It keeps a Market Perform rating on Scripps.
SNI Scripps Networks
$86.91

0.5 (0.58%)

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