AT&T’s WarnerMedia + Discovery Merger – Does it make sense?

In 2018, AT&T’s (T) acquisition of Time Warner was finally approved by various governmental agencies for a whopping sum of $85.4 billion. Essentially, AT&T wanted to use its wireless and broadband services to deliver high-quality content (Time Warner-owned CNN, TNT, WB’s film & TV slate, HBO, etc.) to its consumers. 3 years later, however, AT&T is now planning to sell its entire WarnerMedia division to Discovery for a sum of $43 billion, through “a combination of cash, debt securities, and WarnerMedia’s retention of certain debt.” The deal would merge WarnerMedia and Discovery’s streaming services, making the ‘merged’ company worth roughly $150 billion, including debt. In addition, AT&T shareholders would receive a 71% stake in the new company while Discovery shareholders would receive a 29% stake.

Courtesy of Variety

That said, the question becomes – Why is AT&T selling WarnerMedia for a loss of $42.4 billion? After all, WarnerMedia has a plethora of lucrative assets, from its news division (CNN) to WB’s film & TV franchises like DC Comics, Harry Potter, etc. On paper, the idea of a cable and wireless company like AT&T leveraging its broadband services to serve customers with media content makes sense. In reality, however, the acquisition has been a disaster for AT&T and its shareholders, while also stretching its resources thin. Even Wall Street was against this deal, with the company seeing its stock price drop more than 20% since 2018.

Thanks to its pricey acquisitions of DirecTv for $48 billion or 67.1 billion with debt, and aforementioned Time Warner for $85.4 billion, AT&T has become saddled with over $180 billion in short-term and long-term debt, making it one of the most indebted companies in the world. In a crowded wireless space, which is its core business after all, AT&T is in need of a lot of capital to expand its current 5G infrastructure to compete against companies like Verizon (VZ), Comcast (CMCSA), and T-Mobile/Sprint (TMUS). A few months ago, the Federal Communications Commissions (FCC) held a massive 5G airwave auction, where Verizon, AT&T, and T-Mobile spent over $45.4 billion, $23.4 billion, and $9.3 billion respectively to acquire “C-band spectrum.” Without going on a tangent about the auction itself and the 5G and broadband network, the fact of the matter is that it is very expensive to upgrade the current infrastructure to deliver a high-speed 5G connection. In fact, AT&T ended up further increasing its debt-load by borrowing $14 billion to pay for the auction, which is becoming very unsustainable. AT&T is essentially fighting behemoths on multiple fronts (in telecommunication and in entertainment) with very limited capital and is trailing in both. As Ron Swanson famously said, “Never half-ass two things”…

Speaking of, while half of the company’s focus was on 5G infrastructure, the other half was set on rolling out the company’s flagship streaming service, HBO Max, in the hopes of taking on Netflix, Disney, Amazon, etc. Despite spending billions of dollars on original content for both HBO and HBO Max, the results have been disappointing, to say the least. By the way, I do have to express my befuddlement at the marketing of HBO Max, as the company failed to effectively distinguish between its 4 services – HBO, HBO Go, HBO Now, and HBO Max. As someone who follows the entertainment and business world closely, even I was confused at the difference between the aforementioned services… Apologize for the tangent but, this marketing blunder proved to me why a merger & acquisition (M&A) of companies in 2 completely different industries is not a good idea. Okay, back to subscriber growth, or lack thereof in the case of HBO Max. In terms of subscribers, AT&T reported that HBO & HBO Max added roughly 2.7 million subscribers domestically in the last quarter, with a current tally of just 44.1 millions HBO and HBO Max subscribers domestically and roughly 64 million subscribers globally. The bump in new subscriptions was much lower than expected, despite having HBO Max-exclusive releases like Zack Snyder’s Justice League and day-and-date releases for big movies like Godzilla vs. Kong, Mortal Kombat, Wonder Woman 1984, etc.. On the other hand, many streaming services reported solid subscriber growth while not having to raise their subscription cost a whole lot. Here is the subscriber number for the other streaming services – Netflix (NFLX) currently has over 207 million subscribers, Disney (DIS) currently has roughly 160 million subscribers (Disney+ has 103.6 million subscribers, Hulu has 41.6 million subscribers and ESPN+ has 13.8 million subscribers), Amazon (AMZN) Prime currently has over 200 million subscribers, Comcast’s Peacock currently has over 42 million subscribers, Discovery+ has over 15 million subscribers, ViacomCBS’s Paramount+ currently has over 30 million subscribers, and Apple+ *is estimated* to have roughly 40 million subscribers based on third-party data. The competition is clearly heating up in the streaming service space and ultimately, consumers will only have the money to sign up for a couple of services, which has arguably left some services in the dust already (ie. Quibi). By merging WarnerMedia and Discovery, HBO Max and Discovery can offer more content for a reasonably priced subscription cost between $7/month and $15/month, making it a better bargain for the consumer. Considering Discovery+ is best known for its educational content (Discovery Channel, Animal Planet, etc.), and HBO Max is best known for its adult-oriented fictional content, an amalgamation of the 2 would have a four-quadrant appeal and would most definitely help expand its viewer base.

By merging the 2 entertainment companies, who have a similar entertainment-oriented vision anyways, the end result would be better for the consumer, while also allowing AT&T to use the $43 billion to focus on its core business of 5G network and fiber network expansion.

TV – The Boys Season 1 Review (No Spoilers)

The Boys, based on a graphic novel, is a satirical take about a group of ordinary people trying to take down a group of corrupt, selfish, perverted superheroes (called The Seven) and Vought, the company behind these supers. The core superheroes are (‘less black-and-white’) versions of DC’s Justice League members like Homelander (Superman), Queen Maeve (Wonder Woman), The Deep (Aquaman), A-train (Flash), and Black Noir (Batman-ish). The newest Amazon Prime series is an R-rated series, filled with graphic violence, nudity, etc.

The show has come at a very interesting time. In a pop-culture that is defined with the superhero films and TV shows, The Boys is a deconstruction of the superhero genre, albeit with a morally ambiguous and a cynical touch. The show explores the corporatization and monetization of superheroes (movies, TV, merchandise, box office), something we especially see in our own world today. In addition, the use of advertising and marketing to maintain a public image and potentially cover up some major gaffes are explored in detail.

Positives

One of the show’s strengths is in its casting and performances. Karl Urban (Dredd, Thor: Ragnarok) is absolutely fantastic as Billy Butcher, a foul-mouthed, CIA-esque man with a mysterious past, who hates the superheroes, especially Homelander. Urban brings his signature charm to the role but is clearly not afraid to get his hands dirty. Speaking of Homelander, played brilliantly by Anthony Starr, the character is exactly the kind of Superman that Bruce Wayne feared in Batman v Superman. He’s more concerned with his public image than saving lives and Starr is able to so quickly switch from being a boy-scout to downright terrifying when he’s on and off-camera. Unlike his DC counterpart’s known weakness with kryptonite, Homelander’s biggest ‘weakness’ is his relationship, oftentimes intimate, with his boss and mother-like-figure in Stillwell (Elisabeth Shue). She’s the company VP and is willing to use any means to have her way.

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The ‘heart’ of this series is the characters and the relationship between Hughie (Jack Quaid) and Annie (Erin Moriarty), also known as Starlight and one of the Seven members. Right off the bat, Hughie loses someone very close to him, thanks to A-train’s recklessness, and Hughie decides to team-up with Billy and his cohort to enact revenge against the supers. However, what keeps him from becoming like Billy is his burgeoning romance with Annie. Speaking of, Annie grew up wanting to be one of The Seven and saving lives but soon realizes that the public image is more important for them than actual super-heroing. She’s also sexually assaulted in the first episode and threatened numerous times. By the end of the season, she truly finds herself and it’s dam empowering.

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Hughie and Annie in The Boys, Amazon Prime

What I especially love about the show is that no one is purely good or bad, maybe except Starlight (who’s genuinely interested in saving lives). Every character has done something terrible, sometimes with the best intentions, which makes them more multi-dimensional characters. The Boys also has its comedic moments, albeit a little macabre for some, and excels at forming the bond between the Boys themselves. This hilarious scene below is definitely very reminiscent of Mr. Incredible using Jack-Jack’s laser eyes.

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Negatives

Certain storylines, especially the one with The Deep, are simply not that interesting compared to the other ones and just ended up feeling like a drag. Besides, The Deep is the one that sexually assaults Starlight right after they meet, which makes it hard for the viewers to connect with him.

Characters like Queen Maeve and Black Noir end up getting very little screen-time this season, which is quite unfortunate considering they’re more interesting than some of their other team-mates.

Rating – Must-Watch

In a world inundated with superhero-related content (and I love them, don’t get me wrong), The Boys is a fresh change of pace in the genre and is filled with hilarious, provocative moments. I loved the first season of the show and am excited for the second outing!

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