Discovery Agrees To Pay $14.6B For Scripps Networks Interactive

The company behind Shark Week just caught a whale: Discovery Communications has agreed to pay $11.9 billion in stock and cash and assume $2.7 billion in Scripps Networks Interactive debt for the programmer best known for HGTV, the Food Network, and the Travel Channel.

The $90 a share price represents a 34% premium over Scripps’ trading price on July 18, before word got out of the companies’ talks. Scripps is up 1.2% in pre-market trading today.

The key shareholders are on board. Discovery’s top owners, Liberty Media Chairman John Malone and the Advance/Newhouse Programming Partnership, agreed to vote in favor the the deal. So have members of the Scripps family who control Scripps Networks.

It also needs to be approved by antitrust regulators. The companies expect the deal to close in early 2018.

Scripps CEO Ken Lowe plans to join Discovery’s board when the deal closes.

Discovery CEO David Zaslav says the union with Scripps “will create a stronger, more flexible and more dynamic media company with a global content engine that can be fully optimized and monetized across our combined networks, products and services in every country around the world.”

He expects to save $350 million a year, mostly by cutting duplicative operations.

The companies say that together they will produce about 8,000 hours a year of original programming, and have a library of 300,000 hours.

They also intend to ramp up production of mobile-friendly short-form videos targeting 7 billion of them each month.

With Scripps, Discovery will account for nearly 20% share of ad-supported pay-TV audiences, have 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.

Discovery includes its flagship channel plus  TLC, Investigation Discovery, Animal Planet, Science and Turbo/Velocity, as well as OWN in the U.S., Discovery Kids in Latin America, and Eurosport.

In addition to HGTV, Food,  and Travel, Scripps owns DIY Network, Cooking Channel and Great American Country, as well as Poland’s TVN,; UKTV, an independent commercial joint venture with BBC Worldwide; Asian Food Channel; and lifestyle channel Fine Living Network.

Discovery says it can take many of Scripps’ properties overseas. In addition, it can use the combination of channels to create a “compelling opportunity for new digital distribution partners, including mobile, OTT, and direct-to-consumer platforms and offerings.”

Lowe says that the deal “presents an unmatched opportunity for Scripps to grow its leading lifestyle brands across the world and on new and emerging channels including short-form, direct-to-consumer and streaming platforms.”

Scripps shareholders will receive $63.00 per share in cash and $27.00 per share in Class C Common shares of Discovery stock, based on Discovery’s closing price on Friday.

The number of of Discovery shares in the deal will depend on its trading price  in the three weeks before the deal closes. Discovery can pay additional cash instead of issuing more shares if its trading price drops below a set level.

Discovery will have to borrow to finance the deal. It has secured fully committed financing from affiliates of Goldman Sachs.  The programmer believes that it can maintain its investment-grade rating. But it will suspend its stock repurchase program.

The deal news will probably eclipse Discovery’s and Scripps’ weaker-than-expected Q2 earnings releases out this morning.

Discovery generated net revenues $374 million, down 8.3% vs the period last year, on revenues of $1.75 billion, up 2.2%. The top line is a hair below the $1.76 billion that Wall Street expected.

Earnings at 64 cents a share fell short of the 72 cents analysts thought they’d see. Discovery says that its number would have hit 68 cents if you factor out the effect of weakening foreign currencies vs the dollar.

Ad sales at Discovery’s domestic channels were “relatively flat” as a decline in subscribers offset rising rates. Distribution revenues increased 4% with “higher rates partially offset by a decline in subscribers.”

Scripps only released selected data, not a full income statement and balance sheet. But it showed consolidated adjusted segment profit falling 1.6% to $412.8 million with revenues up 3.6% to $925.0 million. Analysts were looking for $937.5 million.

More important: Scripps lowered its financial guidance for the rest of 2017 due to what it calls “ratings and impression softness in the U.S. market.” It now expects revenues to increase 4% vs its previous forecast for 6%. And segment profits will be “approximately flat for the year,” not up 3%.

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