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CONFIDENTIAL
WALL STREET MASTERMIND
Sector Spotlight: September Recap
Sector Leads
| Media & Entertainment
Jagger Lambert
| Media & Entertainment
James Concepcion
| Technology
Pan
| Technology
Ted
| Healthcare
Avi Krishna
| Healthcare
Michael Reed
| Healthcare
Joe Ames
Project Founders
Jagger Lambert
James Concepcion
CONFIDENTIAL
WALL STREET MASTERMIND
MEDIA & ENTERTAINMENT
Contributors
| Group Head
Jagger Lambert
| Group Head
James Concepcion
| Research Analyst
Joseph Elahi
| Research Analyst
Joe Liu
| Research Analyst
Kevin Liu
| Research Analyst
Brandon Russell
3
TABLE OF CONTENTS Media & Entertainment
4-8
Film/TV Sector Update
I.
9-14
Disney Snapshot
II.
15-21
22-27
28-33
34-49
Theatrical Update
Sports Sector Update
Gaming Sector Update
WWE x UFC Merger
III.
IV.
V.
VI.
4
Film/TV Sector Update Media & Entertainment
4-8
Film/TV Sector Update
I.
9-14
Disney Snapshot
II.
15-21
Theatrical Update
III.
22-27
Sports Sector Update
IV.
28-33
Gaming Sector Update
V.
34-49
WWE x UFC Merger
VI.
5
Media Valuations TEV/EBITDA shifts since January 2020
0.0x
10.0x
20.0x
30.0x
40.0x
50.0x
60.0x
70.0x
80.0x
Netflix, Inc. (NasdaqGS:NFLX) - TEV/EBITDA
"Warner Bros. Discovery, Inc. (NasdaqGS:WBD)
"The Walt Disney Company (NYSE:DIS)
"Lions Gate Entertainment Corp. (NYSE:LGF.A)
"Comcast Corporation (NasdaqGS:CMCSA)
"Paramount Global (NasdaqGS:PARA)
6
Sources: CapIQ, SEC Filings
Precedent Transactions Analysis: Film & TV
Closing DatePurchase Price Acquirer Target Rationale Implied EV/LTM Rev. Implied EV/LTM EBITDA
1 day 1 week 1 month
20-Mar-19 $71.3bn The Walt Disney Company Twenty-First Century Fox The Disney-Fox deal, a landmark acquisiton valued at
$71.3bn, marked a transformative moment in media
and entertainment, as Disney acquired key assets of
21st Century Fox, solidifying its position as the
definitive global content powerhouse with a vast
portfolio of iconic franchises and expanding its reach
in the streaming era
1.3x 4.2x 53.8% 47.3% 82.2%
14-Dec-19 $11.7bn CBS Corporation Viacom Inc. The CBS-Viacom deal, valued at $11.7bn,
brought together two media giants, reuniting them to
create a formidable force in content creation and
distribution, positioning the combined entity for
success in the evolving media landscape
0.9x 1.6x .4% (3.4)% (9.6)%
17-Mar-22 $8.5bn Amazon.com, Inc. MGM Holdings Inc. The Amazon-MGM deal, valued at $8.5bn, represented
a strategic move by Amazon to bolster its content
library with the iconic MGM film and TV catalog,
enhancing its competitive edge in the streaming
industry and reinforcing its commitment to delivering
premium entertainment to its global audience
5.9x 27.5x N/A N/A N/A
8-Apr-22 $43.0bn Discovery, Inc. Warner Media, LLC. The $43bn Discovery-Warner Media transaction,
signaled a pivotal shift in the media landscape,
bringing together two industry leaders to create a
content powerhouse with a diverse portfolio of famed
brands and streaming offerings, poised to reshape
the future of entertainment and capture the evolving
preferences of viewers worldwide
1.3x 5.0x N/A N/A N/A
Max 5.9x 27.5x
Q3 0.9x 1.6x
Mean 2.3x 9.6x
Median 1.3x 4.6x
Q1 0.9x 1.6x
Min 0.9x 1.6x
% Premium over
7
Selected Publicly Traded Film & TV Companies
*Sources: CNBC, CapIQ
Streaming Timeline
• Netflix: launched in 01/2007
with its first original content
launching 02/2013
• Hulu: launched in 03/2008
• Paramount+: CBS All Access
in 10/2014; subsequently
renamed as Paramount+ in
03/2021
• Disney+: launched in
11/2019
• Peacock: launched in
04/2020
• MAX: launched as HBO MAX
in 05/2020; subsequently
renamed as MAX in 05/2023
• Legacy media companies have spent tens of billions of dollars a year on content in attempt to improve their DTC offerings
o Disney’s Marvel and Star Wars films were continual financial successes: Disney subsequently developed more than a
dozen shows for Disney+, which by CEO’s Bob Iger’s admission said it has diluted those franchises’ brands
o Seasons were six to 10 episodes, with each episode costing ~$25mm with subscriber growth not keeping pace
o Disney’s new Star Wars TV series have a comparable budget and have similarly diluted the brand
• Netflix has dumped money into “Stranger Things” and “The Crown” – production costs per episodes ~$11mm-$30mm
• Warner Bros. Discovery’s “House of the Dragon” and “A Knight of the Seven Kingdoms: The Hedge Night” each cost ~$20mm
per episode
• Amazon’s DTC offering Prime TV spent $465mm on the first season of a Lord of the Rings prequel series (and spent
$250mm to acquire the rights)
o While there is limited financial info on the series, viewership #’s did not top the charts, meaning it was likely a poor
investment for the streaming service
o This highlights why the AMZN x MGM deal was necessary – Rather than Amazon having to spend money on expensive
IP, they can use MGM’s IP
Commentary
Company
Closing
Price
9/28/2023
52-Week
High
% of
52-Week
High
Shares
Outstanding
Equity
Value
Enterprise
Value
EV/
EBITDA
21A
EV/
EBITDA
22A
EV/
EBITDA
23E
EV/
EBITDA
24E
EV/
Revenue
21A
EV/
Revenue
22A
EV/
Revenue
23E
EV/
Revenue
24E LTM P/E
Warner Bros. Discovery $10.78 $16.34 66.0% 2437.0 $26,271 $72,408 19.8x 14.7x 6.7x 6.1x 6.4x 2.9x 1.7x 1.7x NM
Paramount Global $12.78 $25.93 49.3% 651.1 $8,321 $24,372 5.6x 7.6x 10.5x 8.6x 0.9x 0.8x 0.8x 0.8x NM
Comcast Corporation $45.12 $47.46 95.1% 4125.1 $186,125 $280,302 8.1x 7.7x 7.5x 7.2x 2.4x 2.3x 2.3x 2.3x 29.5x
Netflix, Inc. $373.60 $485.00 77.0% 445.3 $166,364 $176,575 27.6x 29.6x 23.8x 19.1x 5.9x 5.6x 5.2x 4.6x 39.1x
Lions Gate Entertainment $8.48 $12.09 70.1% 234.8 $1,991 $6,210 12.9x 16.7x 17.3x 14.2x 1.9x 1.7x 1.6x 1.5x NM
Mean 14.8x 15.2x 13.2x 11.0x 3.5x 2.7x 2.3x 2.2x 12.8x
Median 12.9x 14.7x 10.5x 8.6x 2.4x 2.3x 1.7x 1.7x 34.3x
The Walt Disney Company $85.58 $118.18 72.4% 1,829.8 $156,594 $200,056 23.3x 16.7x 13.0x 10.9x 3.0x 2.4x 2.2x 2.1x 69.6x
in millions except for share price data
8
• Streaming has become increasingly prevalent amongst consumers disrupting Hollywood's
legacy media industry
• As of May 2023, the share of U.S. TV-viewing time is as follows:
o Streaming: 36.4%
o Cable: 31.1%
o Broadcast: 22.8%
o Other: 9.7%
• The shift to the DTC model has proven costly for Hollywood with traditional media
companies reporting losses of > $20bn combined since Q1 2020 and $10 bn in DTC
operating loss in 2022 alone
• A weak advertising market coupled with investors caring more about profitability over
growth in this macroeconomic climate has led to companies laying off employees
• Media & Entertainment research analysts see the total media-industry content cash spend
growing to $136.4bn in 2023
• The majority of DTC models are vastly unprofitable with Netflix being the exception
*Sources: SEC filings, Wall St. Journal, IndieWire
Estimated Content Spend prior to strikes 2023
Disney $30bn
WBD 20bn
Netflix 17bn
Prime Video 10bn
Apple TV+ 7bn
Paramount+ 4bn
Peacock 3bn
Cumulative Total $91bn
Inside The Streaming Wars
subscribers, revenue, and operating income all in $mm
data as of 3 months ended Q2'23
DTC Delta in subscribers, revenue, and operating income
2022 Subs. 2023 Subs. 2022 Revenue 2023 Revenue 2022 Operating Income 2023 Operating Income Subs. +(-) Change in Rev. Change in Profit RPU
Disney + 152 146 $5,058 $5,525 -$1,061 -$512 -3.9% 9.2% -48% $37.82
Netflix 221 239 $7,933 $8,157 $1,578 $1,827 8.1% 2.8% 15.8% $34.13
MAX 92 96 $2,225 $2,732 -$1,626 -$546 4.3% 22.8% 33.6% $28.46
Paramount + 43 61 $1,193 $1,665 -$445 -$424 40.2% 39.6% -4.7% $27.43
Hulu 42 44 N/A N/A N/A N/A 4.3% N/A N/A N/A
Lionsgate+ 18 20 $32 $44 -$49 -$6 8.7% 37.5% 87.8% $2.21
9
Disney Snapshot Media & Entertainment
4-8
Film/TV Sector Update
I.
9-14
Disney Snapshot
II.
15-21
Theatrical Update
III.
22-27
Sports Sector Update
IV.
28-33
Gaming Sector Update
V.
34-49
WWE x UFC Merger
VI.
10
68.00
88.00
108.00
128.00
148.00
168.00
188.00
208.00
The Walt Disney Company (NYSE:DIS) - Share Pricing
Disney’s Stock is Down 58% from it’s 03/08/2021 High – It’s Been Trading at its Lowest Level Since 2014
11
DIS Revenue Breakdown
37.3%
Parks, Experiences
and Products
Media and
Entertainment
Distribution
62.7%
DIS Operating Income
Media and
Entertainment
Distribution
Parks, Experiences
and Products
68.1%
31.9%
The Walt Disney Company Snapshot
figures as of LTM Jul-01-2023
Key Metrics
Net Debt/EBITDA 2.5x
Altman Z Score 2.06
Total Debt/Equity 42.5%
Total Debt/Capital 29.8%
EBITDA Margin 14.8%
Net Income Margin 2.6%
Unlevered Free Cash Flow Margin 7.6%
Basic EPS $1.23
*Sources: CNBC, CapIQ, SEC Filings
• Disney has suffered tremendously from secular
headwinds facing Hollywood
o An unprofitable DTC model, drops in
subscribers, the actors and writers strike,
coupled with poor succession planning has
destroyed shareholder value
• Disney’s stock is down 4.4% YTD, whereas it’s
direct competitor Netflix is up 33.72%
• Nelson Peltz, founder of Trian, launched a proxy
fight with Disney in January 2023
o Peltz was seeking a seat on Disney’s board,
criticizing the business for poor M&A
judgement, bad succession planning and
destroying shareholder value
Top Shareholders
Holder Shares Mkt. Value % OS
The Vangaurd Group, Inc. 149 12,430 8.1%
BlackRock, Inc. 122 10,182 6.7%
State Street Global Advisors, Inc. 73 6,106 4.0%
State Farm Insurance Companies 34 2,820 1.9%
Geode Capital Management, LLC 33 2,775 1.8%
Largest Activist Investor Shares Mkt Value % OS
Trian Fund Management, L.P. 7 550 0.35%
(in $mm unless indicated)
Summary Trading Valuation (as of 9/29/2023)
Share Price @ Market ($) $81.05
Equity Value $148,303.60
(-) Cash & Cash Equivalents 11,458
(+) Total Debt 47,189
(+) Pref. Equity N/A
(+) Minority Interest 13,332
Total Enterprise Value (TEV) $197,366.60
12
The Walt Disney Company Discounted Cash Flow Analysis
Terminal Value
Terminal Multiple (Median LTM of Comps) 13.3x
Terminal Value 302,297
Discount Rate (WACC) 9.18%
• Disney’s derived implied price per share comes out at $83.02, in line with their
current stock price
• We foresee Disney’s CapEx averaging out to $6bn a year due to the newly
announced plan to spend $60bn on Parks & Cruises (main historical use of
capex) due to uncertainty around the Film & TV business
o Iger called its Parks & Cruises divisions “a key growth engine”
o The company looks to spend ~$60bn over the next decade on domestic
and international parks as well as continuing to enhance Disney Cruise
Line
o There’s mixed sentiment on Wall St. regarding this initiative as the
Parks & Cruises division is highly sensitive to economic conditions
Sources: CapIq, Aswath Damodoran, The New York Times
Present Value of Cash Flows
Total Present Value of Cash Flows 49,064
Mid Year Adjustment 51,267
Present Value of Terminal Value 149,703
Implied Enterprise Value 200,970
Plus: Cash & Short Term Investments 11,458
Less: Total Debt 47,189
Less: Pref. Equity N/A
Less: Total Minority Interest 13,332
Total Implied Equity Value 151,907
Shares Outstanding 1,830
Implied Price Per Share $83.02
in millions ($mm) FY22A FY23E FY24E FY25E FY26E FY27E FY28E FY29E FY30E
Operating Income (EBIT) 6,832 8,559 12,830 14,113 15,524 17,077 18,784 20,663 22,729
Less: Taxes at 28.7% (1961) (2456) (3682) (4050) (4455) (4901) (5391) (5930) (6523)
After-Tax EBIT 4,871 6,103 9,148 10,063 11,069 12,176 13,393 14,733 16,206
Plus: D&A 5,163 5,329 5,246 5,385 5,192 5,353 6,453 6,671 6,890
Plus: Stock Based Compensation 977 918 1,010 1,111 1,222 1,345 1,479 1,627 1,790
Less: CapEx (4,943) (5,034) (5,830) (5,820) (5,841) (6,000) (6,000) (6,000) (6,000)
Net Working Capital (4,293) (4,622) (4,873) (5,139) (5,390) (5,642) (6,058) (6,261) (6,468)
(+/-): Increase/(Decrease) in Working Capital (1,034) (328) (252) (265) (251) (253) (415) (204) (206)
Less: Net Change in produced and licenced content costs and advances (6,271) (2,100) (2,835) (3,260) (3,260) (3,260) (3,260) (3,260) (3,260)
Unlevered Free Cash Flows -1,237 4,887 6,487 7,213 8,131 9,360 11,650 13,566 15,419
DCF Commentary
13
The Walt Disney Company Weighted Average Cost of Capital (WACC) Analysis
Sources: CapIq, Aswath Damodaran
Cost of Equity Calculation (CAPM)
Levered Beta 1.28
Debt / Cap 29.8%
Debt / Equity Value 30.3%
Tax Rate 28.7%
Equity Risk Premium 5.0%
Risk Free Rate 4.4%
Cost of Equity 10.8%
Cost of Debt Calculation
Risk Free Rate 4.4%
Company Default Spread 1.6%
Interest Coverage Ratio 4.1
Country Default Spread 0%
Cost of Debt 6.05%
The Walt Disney Company WACC Analysis
Total Debt 47,189
Equity Value 149,932
Total Capital 198,995
Weighted Average Cost of Capital 9.18%
• WACC calculated as Debt/Total Capital * Rd * (1-Tax
Rate) + Equity/Total Capital * Re
o Cost of equity was calculated using the Capital
Asset Pricing Model (CAPM) – Risk free rate +
Levered Beta * Equity Risk Premium
o Tax rate (28.7%) is Disney’s effective tax rate
o Risk Free Rate represents the U.S. 30 Year
Treasury Rate as of 9/30/2023
o Interest Coverage ratio calculated as EBIT/Total
Interest Expense
o The company default spread was derived after
calculating the interest coverage ratio
o Cost of debt calculated by Risk Free Rate + (% of
revenue from the Americas * Country Default
Spread) + Company Default Spread
14
Soliciting Interest in ABC Derivation From Cable Media
ABC and Potential
Acquirers’
Backgrounds
Why the Deal
Makes sense for
Disney: Hulu
situation
• Disney currently owns 2/3 of Hulu with Comcast owning the other 1/3. Starting on 9/30/23 Disney will begin negotiating with Comcast on the sale of that stake to Hulu.
Because of a put/call agreement between them in 2019, Comcast can force Disney to buy the 1/3 stake at a min price of $9.2bn
• The price they must pay could easily exceed $10bn after negotiations and the money from a $10 bn+ sale of ABC could be crucial for it
• At the end of Q3 2023 Disney recorded $11.5bn in cash making an all-cash deal very difficult
o Current Net Debt of $35.7bn: Purchasing with mix of Cash and Debt of $10bn makes Net Debt $45.7bn. and Net Debt/EBITDA goes from 2.5x to 3.5x (40% increase) before
adjusting for profit changes
o In Q3 ‘23 Disney had a 32% increase in interest expense over Q3 ’22. It’s cost of debt would increase even more
o Paying $10bn with stock: Disney could issue stock to avoid leverage issue but because their share price is near its decade low this will be very dilutive (6.5% of mkt cap)
• Using the money from the ABC sale for Hulu is a better use of Capital than the other options
Why the Deal
Makes Sense for
Disney: ABC
Financial Profile
• ABC + the other networks that would be sold have a combined TTM EBITDA of $1.25bn. A $10bn purchase price would mark an 8x EBITDA multiple.
• That’s > the entire market cap of Paramount Global at $9bn (includes all CBS, Paramount, and Viacom assets)
o The most pureplay public comp Fox (Fox News, Fox Sports) has a TTM EV/EBITDA of 5.8x so this would be a 38% premium
• ABC is on a downward trajectory along with the rest of cable TV: the number of US households with cable/broadcast went from 100mm to 60mm in 7 years
o Advertising revenue is significantly lower than before, and fee increases from cable are not sustainable. ABC’s revenue and profitability are in decline and it’s likely to
drop in value over time
• Disney is already looking to pivot from linear TV, saying that shifting all ESPN content is a matter of when not if
• Disney shifting more sports games from linear to DTC will only lead to more households cutting cable as sports is by far the most watched programming, decreasing the value of
ABC even more
• Disney bought ABC in 1996 for $19.5bn when Bob Iger was ABC’s president
• Now 17 years later he is having to make the difficult choice to sell the company that brought him over to Disney: an option he confirmed he’s exploring
• ABC is 1 of the 4 Premier Broadcast Networks and focuses on news and sports: has the NFL rights for MNF football and 1 Superbowl every 4 years
• Media Mogul Byron Allen: Confirmed to have made a preliminary bid of $10bn to purchase the ABC TV network along with smaller networks like FX
• Allen is the founder of Allen Media Group (media production company) that owns the weather channel and several regional sports networks
o In 2022 he bid to buy the Denver Broncos but was outbid. This highlights the appeal of ABC for him would be its sports rights (primarily NFL deal)
• Nexstar Media Group: Confirmed to be in process of making a bid for ABC
o Nexstar is a TV broadcasting company and the largest regional TV station operator in the US with 200 total stations. It owns affiliate tv stations of ABC, NBC, Fox, and also
owns the CW
15
Theatrical Update Media & Entertainment
4-8
Film/TV Sector Update
I.
9-14
Disney Snapshot
II.
15-21
Theatrical Update
III.
22-27
Sports Sector Update
IV.
28-33
Gaming Sector Update
V.
34-49
WWE x UFC Merger
VI.
16
Selected Publicly Traded Theaters & Live Entertainment Companies
• Theaters and Live Entertainment faced significant underperformance in ‘21 & ‘22 due to various factors including:
o Pandemic Impact: Continued disruptions from the COVID-19 pandemic, including lockdowns, capacity restrictions, and consumer
safety concerns, led to reduced attendance for live entertainment companies and lower box office for theaters
o Delayed Film Releases: Many major film studios postponed the release of blockbuster movies, which caused a subsequent shortage
of new content that typically drives theater attendance and revenues
o Debt & Liquidity Concerns: Theater chains such as AMC faced significant challenges due to high debt levels and liquidity concerns,
affecting their ability to invest in the business and adapt to a rapidly changing market landscape
o The Shift to Streaming: The rise of streaming services and the release of films in theaters on streaming platforms offered consumers
more choices for in-home entertainment, which had an impact on live entertainment – especially non sports entertainment
• Theaters have seen a rebound in performance, with companies like Cinemark delivering worldwide Adj. EBITDA of $232mm in 2Q23
• Represents a 24.6% Adj. EBITDA margin, amongst the highest margins in company history
Commentary
Company
Closing
Price
9/28/2023
52-Week
High
% of
52-Week
High
Shares
Outstanding
Equity
Value
Enterprise
Value
EV/
EBITDA
21A
EV/
EBITDA
22A
EV/
EBITDA
23E
EV/
EBITDA
24E
EV/
Revenue
21A
EV/
Revenue
22A
EV/
Revenue
23E
EV/
Revenue
24E LTM P/E
AMC Entertainment Holdings $7.46 $91.68 8.1% 158.4 $1,182 $10,565 NM NM 25.4x 20.4x 4.2x 2.7x 2.3x 2.2x NM
Cinemark Holdings $18.12 $18.85 96.1% 119.2 $2,160 $5,020 NM 15.9x 8.9x 8.6x 3.3x 2.0x 1.7x 1.6x NM
IMAX Corporation $19.24 $21.82 88.2% 54.6 $1,051 $1,299 30.7x 35.4x 10.1x 9.4x 5.1x 4.3x 3.3x 3.3x NM
Live Nation Entertainment $82.96 $101.74 81.5% 228.1 $18,923 $21,076 NM 17.5x 12.3x 11.2x 82.7x 1.3x 1.0x 1.0x 72.8x
MSG Entertainment $33.01 $40.81 80.9% 51.1 $1,687 $2,449 NM 35.0x 14.6x 15.0x 29.9x 3.7x 2.9x 2.7x 22.3x
Mean 26.7x 26.0x 14.3x 12.9x 25.0x 2.8x 2.2x 2.1x 16.8x
Median 6.6x 26.2x 12.3x 11.2x 5.1x 2.7x 2.3x 2.2x 22.3x
in millions except for share price data
17
Prior to the summer the 2023 domestic box office was trailing the 2018-
2019 average pace by 28.2% and ahead of 2022 by 37%
• July saw the 4th largest box office weekend of all time, AMC had the
highest single week admissions revenue in history, and Cinemark had
the highest monthly admissions revenue in its history
• Q2 2019 was Cinemark’s best financial month in its history with its
highest quarterly revenue, adjusted EBITDA, and Net Income
o Q2 2023 marked a near total recovery to Q2 2019 numbers
in terms of revenue, adjusted EBITDA, and leverage ratios
o FCF for Q2 2023 was even 51.6% higher than Q2 2019
• AMC also experienced near total recovery in its leverage ratios
o However, it’s revenue and adjusted EBITDA haven’t recovered
as much as Cinemark has respectively
o It is still experiencing negative quarterly FCF
* Graphs above sourced from BoxofficeMojo and modified
Box Office Recovery: Success of Summer 2023 Box Office Leading to Theater Financial Recovery
Q2 2019 Q2 2022 Q2 2023
Total Revenue 957.8 744.1 942.3
Adjusted EBITDA 244.7 138.3 231.5
Adjusted EBITDA margin 25.5% 18.6% 24.6%
FCF 141.7 143.0 214.9
Gross Debt/EBITDA 2.6x 4.4x 2.8x
Net Debt/EBITDA 2.2x 3.6x 2.2x
Q2 2019 Q2 2022 Q2 2023
Total Revenue 1506.1 1166.4 1347.9
Adjusted EBITDA 237.6 106.7 182.5
Adjusted EBITDA margin 15.8% 9.1% 13.5%
FCF 100.1 (117.0) (62.0)
Gross Debt/EBITDA 5.2x 8.0x 5.5x
Net Debt/EBITDA 5.1x 7.3x 5.3x
Cinemark Holdings
AMC Entertainment Holdings
After this summer, the YTD 2023 domestic box office (as of 9/9) is now only
trailing the 2018-2019 average pace by 18%. Its lead over 2022 has been cut
due to 2022 successes like Top Gun
18
Disney: ($550)-
($600)mm loss
Universal:
($270)-
($290)mm loss
Paramount:
($295)-
($315)mm loss
Sony: ($70)-
($95)mm loss
WBD: $35 -
$75mm gain
* = box office run not complete yet so numbers subject to change
Estimated Theatrical Profits
(Loss) by Studio for Summer 2023
• Having big theatrical losses doesn’t necessarily
mean the films will be unprofitable
• Advertising tie ins to the films, merchandising,
film rental revenue on itunes, and streaming
revenues can generate a collective boost of
additional hundreds of millions of dollars to the
studios
• WBD comes out of the summer as the only
major studio to be guaranteed profits from their
films this summer. Sony is likely to have
minimal profits after the additions mentioned
above. Universal and Paramount could
potentially get to a point where they have
minimal losses
• Disney is guaranteed to lose hundreds of
millions of dollars from their films this summer
Box Office Recovery Doesn’t Equal Financial Success: The Studios Suffered Massive Theatrical Losses
(in mn) Disney Warner Bros. Discovery NBC Universal Paramount Sony
Guardians of the Galaxy 3 Barbie Oppenheimer Teenage Mutant Ninja Turtles Spiderman Across the Spiderverse
Global Box office $845.6 $1,428.3 $926.8* $173. $689.7
Domestic Box office week 1 152.7 258.4 127.9 51.6 170.0
60% back to Studio 91.6 155.0 76.7 31.0 102.0
DBO week 2 81.8 148.0 72.0 25.3 82.6
55% back to Studio 40.9 81.4 39.6 13.9 45.4
DBO week 3+ 124.5 224.8 121.7 39.7 128.7
45% back to Studio 56.0 101.2 54.8 17.9 57.9
DBO revenue 188.5 337.6 171.1 62.7 205.3
International Box Office (ex China) 486.6 761.9 550.7 55.1 255.5
45% average back to Studio 219.0 342.9 247.8 24.8 115.0
China Box Office 86.9 35.2 54.6 1.3 52.9
25% average back to Studio 21.7 8.8 13.7 0.3 13.2
Intl. revenue 240.7 351.7 261.5 25.1 128.2
Total Box office revenue 429.2 689.3 432.6 87.9 333.5
(-)Production Budget expense 200.0 145.0 100.0 70.0 100.0
(-)Estimated Marketing Budget expense 200.0 150.0 100.0 50.0 110.0
Theatrical Profits (Loss) $29.2 $394.3 $232.6 ($32.1) $123.5
Indiana Jones 6 The Flash Fast X Mission Impossible 7 Gran Turismo
Global Box office $382.7 $268.5 $704.7 $567.5 $110.8*
Domestic Box office week 1 94.7 72.4 84.9 91.1 22.1
60% back to Studio 56.8 43.4 50.9 54.7 13.3
DBO week 2 38.7 21.9 34.3 33.1 10.2
55% back to Studio 19.4 12.0 18.9 18.2 5.6
DBO week 3+ 41.1 13.9 26.8 48.0 7.5
45% back to Studio 18.5 6.3 12.1 21.6 3.4
DBO revenue 94.7 61.7 81.9 94.4 22.2
International Box Office (ex China) 204.9 134.5 419.3 346.7 66.7
45% average back to Studio 92.2 60.5 188.7 156.0 30.0
China Box Office 3.3 25.9 139.5 48.8 2.0
25% average back to Studio 0.8 6.5 34.9 12.2 0.5
Intl. revenue 93.0 67.0 223.5 168.2 30.5
Total Box office revenue 187.7 128.7 305.4 262.6 52.8
(-)Production Budget expense 294.0 200.0 340.0 290.0 80.0
(-)Estimated Marketing Budget expense 125.0 150.0 125.0 125.0 40.0
Theatrical Profits (Loss) ($231.3) ($221.3) ($159.6) ($152.4) ($67.2)
Studios' Best Performers of Summer
Studios' Worst Performers of Summer
19
Timeline
5/2
•The WGA (Writers Guild of America) went on strike. This was after months of almost no negotiation talks with the studios
•The end of September marks the 152nd day of strike making it probable that it will pass the longest WGA strike in history
of 154 days back in 1988
6/23
•The Directors Guild of America agreed to a new contract with the AMPTP, avoiding a strike
8/11
•The first full counter proposal from the AMPTP (a full 3 months after the strikes began)
•WGA disliked the deal and made their own counter on the counter
•The proposals were leaked to the public which resulted in more fighting and distrust
8/25-9/1
•The studios began to lose hope on their fall releases and began delaying them to the next year
•WBD delayed Dune, 2 one of the most anticipated movies of the year with high projected box office and awards chances,
to 2024 and the other studios followed suit in delaying their films
9/13
•The WGA reached out to the AMPTP and a meeting has been scheduled to finally move negotiations forward
9/24
•Deal reached! After a week of nonstop negotiations, the WGA reached a tentative agreement on a 3-year deal with the
AMPTP. The deal is not finalized yet, so the strike is not technically over until early October
•This does not mean filming is resumed: SAG has still not reached a deal, but this increases the odds of a deal soon
Hollywood Goes Dark: Actors and Writers strikes
• While the box office has
recovered, the entertainment
industry in in disarray with the
AMPTP (represents all the
major studios) dealing with 2
strikes (update: 1 strike)
• The strikes are not simply
about pay increases, but also
about the complete change in
the industry that streaming
caused in how content’s
financial success is measured
and the growing use of AI
• While most entertainment
companies were originally
bullish on streaming’s growth
potential, it has become clear
that it has made the industry far
less profitable and prone to
causing disputes
20
Overall Industry Impact
• CNBC reported that the pair of strikes have had a $3 billion-dollar negative impact on California’s economy so far and will likely
reach a $6bn negative impact on the national entertainment industry
• Given the average 2-year timeline for a film to go through production, editing, and then release we will likely see the largest effects
of the strikes on the industry in 2025 (as films and shows that would’ve been made now and released then are not getting made)
Studio Financial Impact
Netflix’s Minimized Impact
•Netflix is more shielded by the financial risk of the strike than other studios because of their heavy concentration of international
content
o In Q2 2023 56% of Netflix’s revenue and 68% of Netflix’s subscriptions were from consumers outside the US and Canada.
o Since the SAG and WGA are American unions, content can still be made and promoted with actors and writers who aren’t
from the US
• Studios have been releasing adjustments to their earnings outlook for 2023 as the strikes have dragged on
o Not only have films been delayed but the ones that come out in the near term will earn 10-20% less than they would have
since no actors can promote the films. The WGA reaching a deal does not change this.
• WBD released an update that the company expects adjusted earnings to be reduced by around $500mm which would bring their
full year adjusted EBITDA to be around $10.5bn.
o The strikes led to WBD boosting FCF expectations by $250mm as it will have less content spend payment advances
• A likely result of the strikes is a boost to the value of non-scripted programming (Ex. Sports). There will also be increased bidding
by the studios to gain the licensing rights to existing content from the others in order to maintain subscribers and viewers
Strikes’ Financial Impact on Entertainment Industry: Undoing Box Office Progress
21
What Happened?
• Taylor Swift has had the most successful concert tour of all time, grossing an approximated $2.2bn in North America
• Swift and her agents began negotiating with studios on a theatrical distribution agreement for a documentary style film for her LA performance for
the film
• The deal fell apart when Swift wanted 70%+ of the theatrical revenue. That’s more than Disney demands for the opening weekend of its biggest
Marvel or Star wars films
• Its also does not mean the studios then get 30% of the box office. They would get 30% of the approximate 50% the studios get back from
theaters which would only give them at most 15% of the box office revenue
• When the studios passed, AMC realized it had an opportunity; they reached out and secured the distribution rights
Future Implications
• AMC is acting like a studio producer. Being the distribution partner for a film is unprecedented in modern times. Before the 1940s movie studios
owned the theaters but then there were strong antitrust laws put in to prevent this. These rules were terminated in 2020
•The deal that didn’t look great for studios was a mistake on their part and its an even better deal for AMC
o Since AMC is the largest theatrical exhibitor, it is approximated that 57% of the Taylor Swift Screenings will be at AMC and 43% will be at
other theaters. This means that AMC gets a much higher percent of box office revenue
•The Ticket Presales for the film have broken records: It beat the 24-hour ticket record by $10mm, reaching $26mm
o With the film still weeks away, it has hit $70mm in ticket presales and is expected to have an opening weekend of over $100mm. This
means it will beat all historical music documentaries within its first few days (see chart on right)
•Even if AMC has to give Taylor Swift the majority of the box office revenue, the real benefit comes from theater concessions: theaters have almost
double the profit margins on F&B as they do on admissions and AMC makes more overall profit from F&B
o With Taylor Swift themed popcorn and cups, AMC stands to make hundreds of millions of dollars from the release
• With the success of the film, theaters could very well turn into more of exhibition centers for popular events(sports, music, film), and less about
just movies
• AMC has already been reaching out to other artists to try to make similar deals. As the financial breakdown on the right shows, theaters could be
classified as more in the candy business than in the film business as concessions bring in more profit than tickets
AMC Goes On Offense: AMC’s Unusual Deal With Taylor Swift Could Save and Change the Box Office
Studio Financial Impact
AMC Q2 2023 Revenue segment GPM (mm)
Admissions Revenue 744.1
Film Exhibition Costs 383.1
Film Exhibition Profit 361.0
Film Exhibition Profit Margin 48.5%
Food & Beverage Revenue 488.2
Food & Beverage Costs 91.7
Food & Beverage Profit 396.5
Food & Beverage Profit Margin 81.2%
Film USBoxOffice($mm) Year
JustinBieber $73.0 2011
Michael Jackson 72.1 2009
Hannah Montana(Miley Cyrus) 65.3 2008
Woodstock 50.0 1970
OneDirection 28.9 2013
22
Sports Sector Update Media & Entertainment
4-8
Film/TV Sector Update
I.
9-14
Disney Snapshot
II.
15-21
Theatrical Update
III.
22-27
Sports Sector Update
IV.
28-33
Gaming Sector Update
V.
34-49
WWE x UFC Merger
VI.
23
Notable Recent Sports Market Trends
• Cord cutting trend has set the stage for leagues and sports rights holders to
seek more to DTC, looking to leave traditional distributors behind in the dust
for the future of television, but can streaming ever provide the financial
return that cable once did?
• Private equity has consistently increased it ties to major American sports
franchises, as the sports industry has continuously delivered attractive
returns that outpace the SPX with little cyclicality
• Because of the increased transaction value and loosening of league rules
allowing more PE investment, investment banks like Goldman Sachs have
begun setting up Sports Investment Banking Divisions
• The recent formation of TKO Group, created through WWE/UFC merger, sees
a valuation of $21.4bn for the entertainment group and solidifies Endeavor as
one of the premier sports companies
Teams with PE Ties Across Leagues
• Sports teams as an asset class has been highly sought after by the ultra-high
net worth as trophy assets due to its scarce nature, and this is evident from
the record-setting deals and valuations that seems to have diverged from the
performance of the underlying asset
o Michael Jordan recently sold majority stake in Charlotte Hornets for
$3bn, which he purchased back in 2010 for $275mm, yielding a 9.91x
ROI (despite team performance)
• Despite overall decrease in overall M&A due to macroeconomic conditions,
sports tech has been one of the more active industries
o Q2 of 2023 saw a record-setting 105 M&A deals announcements with
$14.5bn in disclosed value
20
18
15
10
10
12
14
22
NBA
MLB
MLS
NHL
PE Affiliated Teams No PE Affiliation
* = NFL is the only major professional league in US that doesn’t currently allow PE investments into teams
Source: Forbes, Drakestar Research
199
105
14
$14.5
$1.6
$1.3
M&A Private Place Public Markets
* Inner circle = Deal Count,
Outer Circle = Total Deal Value
(in billions)
Sports Tech Deal Announcements in 2Q 2023
24
Resolution
• Disney and Charter resolves week-long blackout on September 11 through an
agreement that Charter will pay higher rates to Disney and in exchange Disney
will provide ESPN+ and Disney+ for free to just the higher-tier Spectrum
subscribers
• Upon release of the news, Charter’s stock price jumped 4% while Disney’s
stock price rose by 0.9%
Disney-Charter Feud
Background
• On August 31, 2023, Charter Communications’ 15mm Spectrum subscribers
were not able to gain access to Disney-owned channels such as ESPN and
ABC: this blackout lasted for 10 days, through the US Open
o This was the result of an ongoing disagreement between Disney and
Charter over Disney’s demand for an increase in cable rights fees
from Charter
• Charter pays high programming fees, $2.2bn, to Disney to carry its channels
which is increasingly costly given the decline in cable households. They
wanted Disney to provide its streaming services to Spectrum Cable
subscribers for free
o Disney does not want to include its high-value DTC services such as
Disney+ and ESPN+ in the bundle agreement
• Disney believes it has leverage in the standoff because ESPN is the key to
keeping Charter subscribers (as evidenced by the
• Charter believes it has the upper hand because the linear TV business has
been much more profitable than DTC for Disney
16,200 16,144
15,833
15,147
14,706
-5.0%
-4.0%
-3.0%
-2.0%
-1.0%
0.0%
13,500
14,000
14,500
15,000
15,500
16,000
16,500
2019 2020 2021 2022 Q2 2023
Spectrum Subscribers Change
25
Sports Streaming vs. Cable Landscape
US Video Subscription Consumer Spend
2018 2019 2020 2021 2022 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E
Multichannel Streaming
$123 $123 $127
$134 $136 $136 $139 $140 $143 $144
$148 $150 $154
• Overall video subscription in the US remains positive over the past 5 years,
but a significant trend is the migration from linear TV to streaming
• The cord cutting phenomena was rather strong from 2018-2022, but has lost
some momentum due to rising price of streaming services (both through
individual price increases as well as through an increased number of
streaming services making the collective more expensive)
• Rising prices in streaming services across major streaming platforms has
slowly leveled out the incentives of cutting the cord
• Streaming may seem like the future of television, but entertainment
companies are taking major blows to their operating profit due to high cost
associated with the investment in streaming
102.1 101.2 99.2 95.6 91.8
85.6
79.5
73.6
66.9
-10.0%
-9.0%
-8.0%
-7.0%
-6.0%
-5.0%
-4.0%
-3.0%
-2.0%
-1.0%
0.0%
0
20
40
60
80
100
120
2014 2015 2016 2017 2018 2019 2020 2021 2022
U.S. Pay TV Household
Pay TV Households in US Change
Source: Public Data, Morgan Stanley Research
26
Sports Franchise Valuation
• Broadcasting and media rights make up the bulk of each team’s total
revenue
• Leagues such as the NFL and NBA make a bulk of their revenue from
national media right contracts resulting in higher valuations
• Leagues such as the MLB rely more on local media rights contracts
therefore teams in big cities such as New York City and Los Angeles tend to
have higher valuations
• Distribution of media rights revenues vary per league
• When leagues like the NBA, UFC, and F1 come due for media rights renewal,
we expect further uprise in sports teams’ valuations
Source: Public Data, Forbes, IBIS
2023 Sports Franchise Revenue Breakdown (in millions) US Sports Media Rights Payments (in billions)
44%
35% 18%
2%
1%
Media Rights ($16,800) Ticket Sales ($13,200) Advertising ($7,000)
Concession ($15.00) Licensing Rights ($793) Merchandise ($436)
0
5
10
15
20
25
30
35
2019 2020 2021 2022 2023 2024E 2025E
$30.5
$25.7
$22.6
$23.1
Sports League Aggregate Team Value (in billions)
$158.8
$85.9
$69.5 $65.2
$32.3
$0.0
$30.0
$60.0
$90.0
$120.0
$150.0
$180.0
NFL NBA MLB MLS NHL
$19.4 $20.1
$29.5
27
Sports Franchise Acquisitions (in $bn)
Source: Forbes, Sportico
Franchise Acquisition Year
CAGR Since
Acquisition
CAGR (2015
– 2023)
2023
2022
2021
2020
2019
2018
2017
2016
2015
Team
12%
13%
$4.10
$3.60
$2.91
$2.55
$2.40
$2.30
$2.30
$2.08
$1.56
Carolina
Panthers
10%
13%
$5.10
$4.65
$3.75
$3.20
$3.00
$2.65
$2.60
$2.40
$1.94
Denver
Broncos
NA
10%
$6.05
$5.60
$4.20
$3.50
$3.40
$3.10
$3.10
$2.95
$2.85
Washington
Commanders
10%
11%
$3.50
$3.50
$3.20
$2.50
$2.35
$2.30
$1.80
$1.70
$1.50
Brooklyn
Nets
10%
11%
$2.03
$2.03
$1.66
$4.55
$1.43
$1.20
$0.91
$0.88
$0.85
Utah
Jazz
NA
20%
$4.00
$2.70
$1.80
$1.63
$1.50
$1.28
$1.10
$1.00
$0.91
Phoenix
Suns
NA
19%
$3.00
$1.70
$1.58
$1.50
$1.25
$1.05
$0.78
$0.75
$0.73
Charlotte
Hornets
-5%
6%
$1.00
$1.00
$0.99
$0.98
$1.00
$1.30
$0.94
$0.68
$0.65
Miami
Marlins
6%
7%
$1.20
$1.11
$1.06
$1.00
$1.00
$1.02
$0.95
$0.87
$0.70
Kansas City
Royals
5%
10%
$2.90
$2.65
$2.48
$2.48
$2.30
$2.10
$2.00
$1.65
$1.35
New York
Mets
9%
14%
$0.64
$0.64
$0.55
$0.44
$0.45
$0.42
$0.37
$0.23
$0.23
Carolina
Hurricanes
28
Gaming Sector Update Media & Entertainment
4-8
Film/TV Sector Update
I.
9-14
Disney Snapshot
II.
15-21
Theatrical Update
III.
22-27
Sports Sector Update
IV.
28-33
Gaming Sector Update
V.
34-49
WWE x UFC Merger
VI.
29
• Asia-Pacific region remains the region with
the biggest gaming market
• Market experiences high population growth
in less mature markets in MENA and LATAM
• Mobile Games experiences immense growth
of 7.4% and contributes around 50% of all
market revenue
• PC Browser games virtually phased out in
market revenue, with -16.9% YoY growth
(share combined with PC Games)
1,789M
+5.7% YoY
447M
+3.6% YoY
574M
+12.3% YoY
237M
+2.4% YoY
335M
+6.1% YoY
Global Gamers by Region
Asia-Pacific Europe Middle East & Africa North America Latin America
Total: 3,381M
+6.3% YoY
39.0B
+1.6% YoY
56.1B
+0.8% YoY
92.6B
+7.4% YoY
Global Games Market Revenue by Platform
PC Games Console Games Mobile Games
Total:
$187.7B
+2.6% YoY
85.8B
+1.2% YoY
34.4B
+3.2% YoY
7.2B
+6.9% YoY
51.6B
+3.8% YoY
8.8B
+4.3% YoY
Global Games Market Revenue by Region
Asia-Pacific Europe Middle East & Africa North America Latin America
Total:
$187.7B
+2.6% YoY
2023 Gaming Market Breakdown
30
Biggest Public Gaming Companies
Biggest Gaming (Primary) Companies
Tencent
Activision Blizzard
Sony
Take-Two Interactive
Apple
Embracer Group AB
Microsoft
37 Interactive Entertainment
NetEase
Zhejiang Century Huatong
Google
Perfect World
Activision Blizzard
Stillfront Group AB
Electronic Arts
G-bits Network Technology
Nintendo
Kunlun Tech
Take-Two Interative
Gravity
2023 Gaming Market Biggest Players
31
110 105 118
184 167 149
115 107 100 82
59
20 20 5
24
5
10
8 6 12
10
7
52
31 45
45
52
39
43
29 34
30
26
182
156
168
253
224
198
166
142 146
122
92
0
50
100
150
200
250
300
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3*
2021 2022 2023
Transaction Volume (# of Deals)
Private Placement Public Offering M&A
Most Active Buyers of 2023 ($mm)
4,900.0
Savvy Games Group
1,732.4
GS; Kirkbi; Glitrafjord; General Atlantic
997.2
Playtika
754.4
Sega Europe
210.4
Sabuy Technology
*Q1 2022 significantly boosted by Activision Deal
2.5 2.5 2.3 3.4 3.1 4.1
1.0 1.0 0.7 0.8 0.6
6.7
4.4
0.2
4.3
0.3
3.7
0.2 0.5 0.5 1.4 0.5
6.6
0.4
4.6
1.6
98.5
1.8
1.2 0.2 1.2
5.9
2.1
15.7
7.2 7.2
9.3
101.9
9.6
2.4
1.6
2.3
7.4
3.2
0.0
2.0
4.0
6.0
8.0
10.0
12.0
14.0
16.0
18.0
20.0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3*
2021 2022 2023
Total Transaction Value ($bn)
Private Placement Public Offering M&A
A
102.0
104.0
Gaming Transaction and Volume Declining in 2023
4.5
1.6
6.7
0.2 2.9
1.1
2.6
6.1
Total Transaction Value by Region ($bn)
Europe Asia-Pacific North & South America Middle East & Africa
Outer Pie =
Buyer/Investor
Inner Pie =
Target/Issuer
32
The Mobile Gaming Market size is expected to grow from USD $141.7 bn in 2023 to $300.5bn by 2028, a total growth of 112% in 5 years and 16.22%
average YOY growth
• In the last year, the number of people who are able to access the Internet increased by 3.6%; YOY
growth is much higher in many developing economies. Mobile games which require less bandwidth
and storage allow more accessible gaming
• 5G allowed for incredible speeds (20 x 4G) and lower latency (20 ms to 5 ms) resulting in a
smoother experience for gamers
• Mobile gaming has penetrated new markets and regions, contributing to its global reach. Emerging
markets, such as Asia, Latin America, and Africa, are experiencing rapid growth due to increased
smartphone adoption
• Microtransaction an advantage for mobile gaming: users do not have to pay substantial upfront fees
to access games and highly accessible transactions across a large population for significant revenue
• 62% of smartphone users install a game within the first week of owning their phone
• The mobile gaming market is projected to grow at a significant rate due to the widespread adoption
of smartphones
• 57% of all gamers play on mobile and generate around 50% of all gaming revenue
• 1. Call of Duty Mobile:(Activision, TiMi Studio Group, Tencent
Games), 2. PUBG Mobile
• Leading two genres in terms of worldwide gross revenue, surpassing
$20bn and $16bn
• Biggest Deal 2023: Take-Two has completed its $12.7bn acquisition
of mobile games giant Zynga
The three biggest mobile gaming markets are China, the United States, and Japan
• Latin America: +3.4% year-on-year to $8.4bn
• Asia Pacific Region is identified as having the largest market share of subscription-
based gaming, as well as the region with the highest projected CAGR from 2022-
2030
• Africa and the Middle East: +6.6% to $6.8bn
Driving Factors
New Emerging Mobile Gaming Markets Top Mobile Games in the US by Downloads
Mobile Gaming Industry Overview
$155B
$190B
$240B
$295B
$336B
$363B
$0B
$50B
$100B
$150B
$200B
$250B
$300B
$350B
$400B
2018 2019 2020 2021 2022 2023F
Global Mobile Ad Spend
5-YR
CAGR:
18.5%
33
• Savvy has spent $8bn on deals in 18 months in rapid push to diversify
revenues and acquire global soft power
• Savvy Games Group is led by CEO Brian Ward
• Launched in January 2022
• Owned by Saudi Arabia’s $650bn Public Investment Fund and chaired by
Crown Prince Mohammed bin Salman
• Aim of becoming a dominant force in the growing entertainment industry and
transform Saudi Arabia into “the ultimate global hub for the games and e-
sports sector” in just seven years
• Goal to acquire 250 gaming companies and studios and create 39,000 jobs
with the industry contributing 1 per cent to gross domestic product by 2030
• Diversify the country’s economy beyond oil
• They are competing with Tencent, Microsoft and Sony for top talent and
intellectual property
• Their most recent acquisition was Scopely on Apr 5, 2023, for $4.9bn
• Savvy Games Group’s acquisition of mobile game publisher Scopely for
$4.9bn accounted for nearly 80% of the $6.2bn quarterly total
• Invested $265mm in China’s VSPO esports startup on Feb 16, 2023
• Savvy acquired ESL for $1bn and its subsidiary DreamHack and FACEIT
for $500mm in Jan 25, 2022. which are three of the largest tournament
operators in the West
• Gaming is popular in Saudi Arabia, where 70 per cent of its population of 36mm
is under the age of 35. A similar percentage of its citizens identify as gamers.
• Very young nation with a highly engaged gaming community
• The PIF owns 8.35% of Nintendo, 4.8% of Activision Blizzard, 5.8% of Electronic
Arts, and 6.8% of Take-Two Interactive
• Global video games revenue could surpass $300bn and account for more than a
tenth of total entertainment and media spending by 2026
• Generational shift in consumption habits means some analysts predict gaming
will overtake traditional television to become the largest source of entertainment
revenue in the coming years
• PIF has invested in sports in particular, such as spending £305mm to buy
Premier League football club Newcastle United and, last week, committing an
estimated $3bn to seal a merger between Saudi-backed LIV Golf and the US-
based PGA Tour
Most Recent Deals
Consumer Habits & PIF Strategy
Savvy Games Group: Saudi Arabia Intensifies efforts to permeate into the gaming industry: $4.9bn investment
Savvy Games Background & Goals
34
WWE x UFC Merger Media & Entertainment
4-8
Film/TV Sector Update
I.
9-14
Disney Snapshot
II.
15-21
Theatrical Update
III.
22-27
Sports Sector Update
IV.
28-33
Gaming Sector Update
V.
34-49
WWE x UFC Merger
VI.
35
75%
5%
10%
10%
Media Sponsorship Live Events ConsumerProducts
Transaction Overview
• UFC and WWE announced a merger in early April this year
• Reverse Triangular Merger: Endeavor utilized a holding company called Zuffa (holds UFC) and a
merger sub (PubCo). PubCo merged with WWE and shares of surviving entity (WWE) converted to
WWE LLC. See Next Slide for Transaction Breakdown Graphic
• Share conversion leads PubCo as sole manager of company fully owned by WWE LLC
• PubCo then transfers all WWE equity interests to Zuffa (HoldCo) in exchange for 49% of
equity interests in HoldCo. Endeavor then purchases the remaining 51% voting power in
PubCo for par value (which gives 51% equity and voting interest in HoldCo)
• Officially closed the deal on September 12: the day PubCo (renamed TKO) started public trading
• The combined enterprise value of UFC and WWE will be $21.4bn, with each being valued at $12.1bn
and $9.3bn respectively. Transaction price represents a stock price of $106 per share for WWE
• TKO Group will hold approximately $150mm in cash that’s contributed by both sides
• WWE was advised by the investment banks Raine Group, Goldman Sachs, and Moelis
• Endeavor was advised by the investment banks Morgan Stanley and J.P. Morgan
71%
13%
11%
5%
Media Sponsorship Live Events Consumer Products
Revenue Segment Breakdown
Combined Net Leverage: 2.5x
WWE Revenue (FY 2022): $1.4bn
UFC Revenue (FY 2022): $1.1bn
Combined Adjusted EBITDA: $1.0bn
Combined Revenue: $2.4bn
Combined Net Debt: $2.5bn
Adjusted EBITDA Margin: 42%
Deal
Breakdown
Key Financial
Stats
Source: SEC Filings
36
Transaction Overview: Merger Breakdown
Former
WWE
Share-
holders
Endeavor Group Holdings, Inc.
Endeavor Manager, LLC
Endeavor Operating Company,
LLC
New PubCo (NYSE: TKO)
Zuffa Parent, LLC (HoldCo)
• Transferred and Converted into New
PubCo Class A common stock
• 100% economic interest
• 49% Voting Interest
• PubCo is sole Managing Member of HoldCo
• HoldCo common units
• PubCo = 49% economic interest of HoldCo
• New PubCo class B common stock
• No economic interest
• 51% voting interest
• HoldCo common units
o 0% Voting interest (all PubCo)
o 51% economic interest
 Previously 100%
37
WWE Background
• World Wrestling Entertainment, Inc., an integrated media and entertainment
company, engages in the sports entertainment business in North America,
Europe, the Middle East, Africa, the Asia Pacific, and Latin America.
• It operates through three segments: Media, Live Events, and Consumer
Products. The Media segment engages in the production and monetization of
long-form and short-form video content across various platforms, including
WWE Network, broadcast and pay television, and digital and social media, as
well as filmed entertainment.
• The Live Events segment is involved in the sale of tickets; provision of event
services; and sale of travel packages related to its live events. The Consumer
Products segment engages in merchandising of WWE branded products, such
as video games, toys, and apparel through licensing arrangements and direct-
to-consumer sales, as well as through e-commerce platforms.
• World Wrestling Entertainment’s founder, Vince McMahon remained, the
largest shareholder in the company even after it went public.
$8.37bn
$1.33bn
$384mm
890
24.3x
2.8x
Joined: 2020
Previously a Lawyer at Fairfield County
Business Journal
Years of Experience: 20+
Vince McMahon | WWE Founder &
Executive Chairman
Joined: 2020
Previously a Lawyer at Fairfield County
Business Journal
Years of Experience: 20+
Nick Khan | President & CEO
Joined: 2007
Previously the Chief Executive Officer at
JMC Steel Group
Years of Experience: 40+
Frank A. Riddick III | CFO
Market Cap (as of 09/25/2023)
LTM Revenue (as of 06/30/2023)
LTM Adjusted EBITDA (as of 06/30/2023)
EV/LTM Adjusted EBITDA (as of 06/30/2023)
Debt/LTM Adjusted EBITDA (as of 06/30/2023)
Employees
WWE By The Numbers
Management Team
Major Developments
Company Overview
• 2001-2002: WWE purchases WCW and becomes the dominat wrestling
promotion company in North America, splits into Raw and SmackDown
• 2014: WWE launches its subscription-based streaming service, WWE Network
• 2021, WWE partnered with Peacock to stream their content, including
WrestleMania, in the United States, making it easier for fans to access their
shows.
38
UFC Background
• The Ultimate Fighting Championship (UFC), is an American mixed martial
arts (MMA) promotion company based in Las Vegas, Nevada
• Produces over 40 live events annually, reaching over 900mm households,
and has 228mm global followers
• The UFC was founded by businessman Art Davie and Brazilian martial
artist Rorion Gracie, and the first event was held in 1993 at the McNichols
Sports Arena in Denver, Colorado
• It produces events worldwide that showcase 11 weight divisions (eight
men's and three women's) and abides by the Unified Rules of Mixed Martial
Arts. As of 2022, it had held over 600 events
• 2001: UFC was under the new ownership of Zuffa, LLC
• 2016: UFC's parent company, Zuffa, was sold to a group led by Endeavor,
then known as William Morris Endeavor (WME–IMG), including Silver Lake
Partners, Kohlberg Kravis Roberts and MSD Capital[15] for US$4.025bn
• 2021: Endeavor bought out Zuffa's other owners at a valuation of $1.7bn
• 2023: Endeavor Group Holdings announced that UFC would merge with the
WWE to form TKO Group Holdings
• September 12, 2023: Merger completed, TKO becomes publicly listed and
majority-owned by Endeavor
$12.1bn
$1.1bn
$629mm 2022 Adj. EBITDA
1,740
23.3x
4.5x
Joined: 2001
Years of Experience: 22+
Dana White | CEO
Joined: 2016
Previously CFO at Digital Turbine
Years of Experience: 23+
Andrew Schleimer | CFO
Joined: 2007
Previously clerked for a Nevada state
judge
Years of Experience: 20+
Ike Epstein | EVP & COO
Market Cap (as of 09/25/2023)
Revenue (as of FY ended 12/31/2022)
(as of FY ended 12/31/2022)
EV/2022 Adjusted EBITDA (as of 06/30/2023)
Debt/2022 Adjusted EBITDA
Employees
UFC By The Numbers
Management Team
Major Developments
Company Overview
39
Endeavor Background
• Endeavor Group Holdings, Inc. (“Endeavor” or “The Company”) is a Beverly
Hills, California headquartered global sports and entertainment company
founded in 1898, which currently owns the UFC, WWE, The Wall Group and
several other subsidiaries
• Endeavor trades on the NYSE under the ticker: EDR
• The company recognizes four operating segments:
‒ Owned Sports Properties
‒ Events, Experiences & Rights
‒ Representation
‒ Sports Data & Technology
• Revenues are primarily generated via media rights fees, PPV, ticket sales,
subscriptions, and license fees
• 2009: WMA and Endeavor merger to form WME
• 2014: WME acquires IMG forming a new entity titled WME-IMG
• 2016: WME-IMG acquires UFC Parent, Zuffa in a transaction valued at just
over $4.0bn
• 2018: Endeavor expands into new verticals with Endeavor Audio,
Experience, IMG Arena, and Endeavor Streaming
• In Q2 of 2023 the company closed on the sale of IMG Academy for $1.1bn in
an all-cash transaction
• In April of 2023 Endeavor announced it entered into an agreement to
purchase World Wrestling Entertainment, (WWE) for $9.3bn in an all-stock
transaction
$6.04bn
$5.52bn
$1.16bn
11,000
8.3x
4.4x
Joined: 2017
Previously Senior Agent at ICM
Partners
Years of Experience: 35+
Ariel Emanuel | CEO
Joined: 2014
Previously CEO at Dick Clark
Productions
Years of Experience: 20+
Mark Shapiro | President & COO
Joined: 2007
Previously at Broadband Sports
Years of Experience: 20+
Jason Lublin | CFO
Market Cap (as of 09/25/2023)
LTM Revenue (as of 06/30/2023)
LTM Adjusted EBITDA (as of 06/30/2023)
EV/LTM Adjusted EBITDA (as of 06/30/2023)
Debt/LTM Adjusted EBITDA (as of 06/30/2023)
Employees
Sources: Public Filings.
Notes: Market Data as of 09/25/2023.
Endeavor By The Numbers
Management Team
Major Developments
Company Overview
40
Deal Rationale
Endeavor’s Owned Sports Properties ( in thousands)
Rationale Financial Overview
• UFC and WWE are both strong leaders in their respective sports industry of MMA and
wrestling
• Both companies have a large young audience that comprises mostly of Gen-Z and millennials
• TKO Group does not plan to make any changes to the core operations of each company but are
looking to deliver $50-$100mm in annualized run rate cost synergies
• Negotiations for WWE’s Raw and Smackdown programming rights will be held this year, as it
will come due in 2024
• WWE Smackdown will move on from Fox Sports to NBC’s USA Network in 2024
• Revenue for Endeavor’s Owned Sports Properties segment, includes UFC, Euroleague
Basketball, and PBR, increased by 20.2% or $224.1mm from 2021-2022, mainly driven by
UFC’s increased media rights fees and sponsorship
$244,247
$269,793
$348,593
$531,640
$566,249
$596,814
$-
$100,000
$200,000
$300,000
$400,000
$500,000
$600,000
$700,000
2017 2018 2019 2020 2021 2022
$952,624
$1,108,207
$1,332,335
$457,589
$537,627
$648,158
$-
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000
$1,600,000
2020 2021 2022
Revenue Adjusted EBITDA
$974,207
$1,095,174
$1,291,523
$309,458 $308,824
$373,810
$-
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000
$1,600,000
2020 2021 2022
Revenues Adjusted EBITDA
WWE Revenue & Adjusted EBITDA (in thousands)
WWE Core Content Rights Fees (in thousands)
41
Deal Rationale
Successful Operation of the
UFC
Combined Sports
Entertainment Entity
Media Rights Renewal High-growth Sports Avenues
• Grew UFC from $4.1bn (2016)
enterprise value to $12.1bn
(2023)
o Under Endeavor, UFC was
able to double its revenue
within the same 7-year
period
• UFC posted record revenues for
the 2022 year; consisting of 21
consecutive sell-out events
• Seasoned management has
demonstrated the continuous
ability to deliver value creation
through several acquisitions
o Accretive acquisitions
include UFC, OpenBet,
Mailman, Seven League,
Mutua Madrid Open, and
more
• The UFC and WWE will trade under
one security on the NYSE with the
ticker symbol “TKO”
• Endeavor looks to benefit from
revenue and cost synergies as they
leverage their decades of
experience with sports and
entertainment companies
o Run rate cost synergies of
$50mm - $100mm is
expected to be achieved
• Potential for cross events between
stars of the UFC and WWE
o Since the WWE is scripted, it
allows retired/semi retired
UFC superstars to extend
their career and bring more
fans to the WWE
o The WWE can similarly help
build up the UFC fight
events
• Together UFC and WWE host
240+ live events per year,
reaching ~2bn households in 180
countries, with ~2bn fans
worldwide
• 71% of UFC’s revenue and 75% of
WWE’s revenue is generated from
its media rights
• Media right renewals are
currently in negotiation for both
companies
o WWE recently in an
agreement with USA
Network plans to bring
WWE Friday Night
Smackdown to USA
Network replacing its
previous home at Fox
o 30% bump in media
rights.
• Combined entity has increased
media rights negotiation power
• Achieved double digit revenue
growth with UFC and expects the
same with WWE
• UFC achieved 1.5x revenue growth
from 2017 – 2022
o UFC achieved 2x adjusted
EBITDA growth from
2017 – 2022
• WWE achieved 1.5x revenue
growth from 2017 – 2022
o WWE achieved 3x
adjusted EBITDA growth
from 2017 – 2022
• Global Live Sports Revenue is
expected to grow at an 8% CAGR
from 2022 – 2025
• Global Sports Media Revenue is
expected to grow from $50bn
(2022) - $62bn (2025)
• WWE is the most successful in the
highest growth content mediums
(streaming and YouTube)
Carry Success to the WWE Accretive to All Shareholders Immediate Value Creation Achieve Long Term Growth
Sources: Public Filings, Endeavor's UFC WWE Announcement Presentation dated April 4th, 2023.
42
WWE Valuation: Football Field
$- $20.00 $40.00 $60.00 $80.00 $100.00 $120.00 $140.00 $160.00 $180.00
Discounted Cash Flow
Implied EV/ LTM EBITDA
Implied EV/LTM Revenue
EV/EBITDA 22A
EV/EBITDA 23E
EV/Revenue 22A
EV/Revenue 23E
World Wrestling Entertainment - Implied Price Per Share Range
25th to Median
Median to 75th
Implied Price/Share
Trading Comps:
M&A Comps:
DCF Analysis:
• Our implied price per share is $85.40 which is towards the top of the 75th percentile of the DCF range
• Prior to the announcement of the sales process, the stock price was $70.45.
• Upon announcement the stock rose to $90.24, and the merger was announced 3 months later at $106 per share
• Our implied price per share represents a 21.2% premium to the stock price prior to sale factors, and a 24.1% discount to the offer price of $106
43
Selected Publicly Traded Live Entertainment Companies
• Due to Covid, lockdowns, and live entertainment capacity restrictions 2020-2022 EBITDA was negative or near 0 for many live entertainment companies
• Extreme outliers in comp set (<0x, >100x are listed as “NM” and were removed from calculations to prevent distortion of relative valuation
Commentary
Company
Closing
Price
9/26/2023
52-Week
High
% of
52-
Week
High
Shares
Outstanding
Equity
Value
Enterprise
Value
EV/
EBITDA
21A
EV/
EBITDA
22A
EV/
EBITDA
23E
EV/
Revenue
21A
EV/
Revenue
22A
EV/
Revenue
23E
P/E
LTM
Live Nation Entertainment $79.62 $101.74 78.3% 228.1 $18,161 $20,757 NM 17.2x 12.1x 3.3x 1.2x 1.0x 69.8x
Atlanta Braves Holdings, Inc. $36.68 $50.15 73.1% 61.7 $2,263 $2,898 32.1x 62.3x 68.0x 5.1x 4.9x 4.6x NM
Roku, Inc. $68.02 $98.44 69.1% 141.5 $9,625 $8,594 22.7x NM NM 3.1x 2.7x 2.5x NM
Cinemark Holdings, Inc. $18.11 $18.85 96.1% 119.2 $2,159 $5,026 NM 15.9x 8.8x 3.3x 2.0x 1.7x NM
AMC Entertainment Holdings $8.14 $80.74 10.1% 198.4 $1,615 $10,678 NM NM 26.1x 4.2x 2.7x 2.3x NM
Madison Square Garden Sports Corp. $177.62 $215.79 82.3% 23.9 $4,245 $5,383 NM 59.2x 60.8x 12.9x 6.6x 6.1x 93.5x
Madison Square Garden Entertainment Corp. $33.42 $40.81 81.9% 49.6 $1,658 $2,445 NM 35.0x 14.6x 29.9x 3.7x 2.9x 22.6x
Sphere Entertainment Co. $37.84 $62.79 60.3% 34.7 $1,313 $2,507 12.9x NM NM 3.9x 4.1x 4.4x 2.6x
Formula One Group $62.96 $80.13 78.6% 234.5 $14,764 $16,140 36.9x 30.2x 23.9x 7.6x 6.3x 4.9x 30.1x
Manchester United Plc $19.95 $27.34 73.0% 163.1 $3,254 $3,967 30.5x 41.1x 26.9x 5.8x 5.6x 6.3x NM
Min NM NM NM 3.1x 1.2x 1.0x NM
Q1 NM 16.6x 9.6x 3.5x 2.7x 2.4x NM
Mean 15.9x 22.5x 17.4x 7.9x 4.0x 3.7x NM
Median 22.7x 30.2x 19.2x 4.7x 3.9x 3.6x 0.4x
Q3 34.5x 38.0x 26.7x 7.1x 5.4x 4.9x 28.2x
Max NM 59.2x 68.0x 29.9x 6.6x 6.3x 93.5x
Worldwide Wrestling Entertainment $100.65 $118.04 85.3% 83.2 $8,374.08 6,713.4 22.6x 20.8x 16.2x 7.2x 6.5x 5.8x 48.2x
44
WWE Precedent Transactions Analysis
in $millions
Closing Date Purchase Price Acquirer Target Implied EV/LTM Rev. Implied EV/LTM EBITDA
1-Jul-22 $7,605 Pegasus Acquisition FL Entertainment 1.8x 30.6x
26-May-21 $8,450 Amazon MGM Holdings 5.9x 27.5x
1-Apr-21 $3,540 Endeavour UFC 4.0x 21.7x
12-Jun-20 $2,033 Horizon Acquisition Cineplex Entertainment 1.7x 13.3x
30-Dec-19 $6,010 Hasbro Entertainment One 4.9x 10.6x
22-Jan-17 $9,840 Liberty Media Formula One 6.7x 34.1x
11-Jul-16 $4,300 WME-IMG UFC 6.2x 15.9x
Max 6.7x 34.1x
75th Percentile 6.1x 29.1x
Mean 4.5x 22.0x
Median 4.9x 21.7x
25th Percentile 2.9x 14.6x
Min 1.7x 10.6x
45
WWE Discounted Cash Flow Revenue Assumptions Commentary
Media Revenue
• The back half of the year is when WWE main events are hosted in the back half of the year
o WWE announced 27 new additional dates to the 2023 fall live event scheduling touring
o Includes blockbuster events like SmackDown, WWE Supershow, and Raw, amongst others
• Live events growth throughout the forecast based on Attendance per Event’s Compound Annual Growth Rate (CAGR) between ‘18-22 of 2.5%
behind F1 and UFC and ahead of major professional sports leagues like the NFL, NBA, NHL, and MLB
• 2023E:
o The first half of 2023 saw a 5.6% growth in media rights and we assume 11.4% growth for FY2023
o Coupled with WWE’s YouTube channel being the most subscribed of all sports at 95mm subscribers we’re optimistic about WWE’s media
segment
• 2024E:
o We assume a 6.4% growth rate from ’23-24 based on MS Research estimates
o The step-up in media rights broadcast fees from ‘23-24 is 6.4% - an increase from $470mm in ‘23 to $500mm in ’24, with NBCU and Fox
Corporation being the traditional legacy media broadcasters who own the media rights
• 2025E:
o Media rights will experience yet another step-up from $500mm in 2024 to $577mm in 2025, a 15.4% increase
o Based off a newly signed media rights deal with NBC for one of two main events (Smackdown); $220mm in 2024 from FOX to $287mm
from USATODAY from NBC
o We assume the other main property (RAW) will experience a normal step up from $280mm to $290mm
• 2026E:
o The RAW and NXT negotiations will happen at the end of 2025
o We assume the new Smackdown USA Today package stays constant and assumes that the other WWE properties are up for sale at the end
of 2025 have the same step up as RAW did with NBC
o For these reasons, we believe media revenue will increase 7.8%
• 2027E & 2028E:
• 4.6% is MS Research overall estimates for global media rights
• We added 1.9% to 6.5% for ‘27 & ‘28 given how WWE ranks in the top of both YouTube channel subscribers of any league as well as being
on top of global searches
• Additionally, WWE has the highest viewership per telecast in the US behind the NFL and CFB
• Demonstrates that it will likely trend above the median growth rate
• Note that ratings have declined due to secular headwinds such as cord-cutting
• WWE is much more viable via streaming and is imperative the firm is focused on enhancing said platform
46
WWE Discounted Cash Flow Revenue Assumptions Commentary Contd.
Live Events,
Consumer
Products
Revenue, and
other Core
Model
Assumptions
• Live Events:
o WWE has the highest ‘18-22 CAGR for Average Ticket Prices (Live Events) at 6.1% of all professional sports leagues; 1% ahead of UFC
o 1. WWE: 6.1% 2,UFC: 5.1% 3. MLS: 4.6% 4. NHL: 3.8%
o 5. NFL: 2.7% 6. MLB: 2.6% 7. EPL: 2.3% 8.NBA: 1.8%
• Attendance per event for has grown at a Compound Annual Growth Rate of 2.5% between ’18-22 behind F1 and UFC
o Ahead of all major professional sports league (NBA, NFL, NHL, MLB)
o Consumer spend in 2023 has remained healthy with WWE’s ‘23E North American Per Cap Growth estimated to experience 17% growth
o WWE has announced 27 additional events in 2023 fall, including blockbuster events like SmackDown, and RAW, amongst others
o 53.8% growth based off an increase in live events revenue from 2Q22 to 2Q23 of 51.2%
o Arrived at 53.8% due to the addition of 27 new events as well as NA Per Cap Growth and consumer spending remaining healthy
• Consumer Products:
o Consumer Products is the least revenue generating segment of the business, making up ~-6.9% of total revenues
o Growth rates based on historical averages, with the decelerating growth rate in line with historical trends
o Starting 07/2022, WWE initiated a long-term collaboration with Fanatics aimed at enhancing the WWE experience on a global scale, and in
May 2023, the digital retail platform transitioned to Fanatics
• Other Main Assumptions
o Capex: 2023 Capex based on median of FY23 estimates from management Q2 investor presentation. Majority of Capex for new HQ which
would mean significantly less Capex required for next few following years
o D&A FCF add backs: We consider D&A as three different categories added back to the CFS that went down 16.5% in the first half of 2023
from the first half of 2022, thus we approximated 14% decline in D&A cash add backs and assumed smaller declines in D&A which is in
line with our assumptions on decreasing Capex
o SG&A: We grew SG&A at a 1% step up as a % of revenues based on historical trends as well as management discussions anticipating slight
margin compression from switching more content distribution from higher margin linear TV to lower margin streaming (streaming has
higher corporate expenses)
47
Deal Valuation: WWE Discounted Cash Flow Analysis
Sources: Public Filings, Endeavor's UFC WWE Announcement Presentation dated April 4th, 2023.
Note: D&A prior to the unlevered FCF and post unlevered FCF don’t match due to the cost of goods sold and other operating expense line items
in millions ($mm) FY19A FY20A FY21A FY22A FY23E FY24E FY25E FY26E FY27E FY28E
Revenue
Media 743 868 936 1034 1,152 1,226 1,415 1,525 1,624 1,730
% growth 16.8% 7.8% 10.5% 11.4% 6.4% 15.4% 7.8% 6.5% 6.5%
Live Events 126 20 58 123 189 221 259 303 355 415
% growth -(84.2%) 190.5% 112.8% 53.8% 44.7% 35.6% 26.5% 17.4% 8.2%
Consumer Products 92 86 101 135 170 207 237 266 294 322
% growth -(6.1%) 17.3% 33.7% 25.9% 21.6% 14.6% 12.4% 10.3% 9.6%
Total Revenue 960 974 1095 1292 1511 1654 1911 2095 2273 2467
% growth 1.4% 12.4% 18.0% 17.0% 9.5% 15.5% 9.6% 8.5% 8.5%
Cost of Revenues
Media 476 458 499 569 646 688 794 856 911 970
Live Events 103 34 46 86 99 143 194 245 288 312
Consumer Products 59 57 63 75 64 72 79 88 96 106
Total Cost of Revenues 638 550 608 730 810 902 1,067 1,188 1,295 1,388
Gross Profit 322 425 487 562 702 752 844 906 977 1,079
% margin 33.6% 43.6% 44.5% 43.5% 46.4% 45.4% 44.2% 43.3% 43.0% 43.7%
Operating Expenses
Media 64 62 60 62 67 67 68 69 70 70
Live Events 15 5 5 12 12 14 16 19 23 27
Consumer Products 6 4 4 5 5 5 5 5 5 5
Total Marketing & Selling Expense 85 71 69 79 83 86 89 93 97 102
General & Administrative 87 102 121 161 204 255 313 364 418 479
% of revenue 9.1% 10.5% 11.1% 12.5% 13.4% 15.4% 16.4% 17.4% 18.4% 19.4%
EBITDA 151 251 297 322 414 411 441 449 462 499
% margin 15.7% 25.8% 27.1% 31.1% 27.4% 24.8% 23.1% 21.4% 20.3% 20.2%
D&A 34 43 41 37 19 35 36 37 38 39
Operating Income (EBIT) 116 209 256 285 395 376 405 412 424 460
% margin
Less: Taxes (22) (48) (58) (74) (130) (124) (134) (136) (140) (152)
Net Operating Profit After Taxes (NOPAT) 95 161 197 211 265 252 272 276 284 308
Plus: D&A 89 93 87 92 79 77 75 73 71 69
Plus: Stock Based Compensation 29 28 19 35 66 88 90 100 106 111
Less: CapEx 69 28 39 200 185 135 115 105 100 95
Net Working Capital 16 (54) 14 (54) 41 43 45 47 50 52
(+/-): Increase/(Decrease) in Net Working Capital 71 (68) 68 (95) (2) (2) (2) (2) (2)
Unlevered Free Cash Flows $324 $197 $207 $129 $280 $319 $341 $359 $391
1 2 3 4 5 6
Discounted Unlevered Free Cash Flows $118 $231 $239 $233 $222 $220
48
Deal Valuation: WWE Present Value of Terminal Value & Unlevered Free Cash Flows
Commentary
• Our DCF analysis yields an implied price per
share of $82.00, a 16.4% premium to its
01/04/2023 $70.45 stock price, the day the
news that WWE was exploring a sale made
headlines
o The market had a positive reaction to
the announced planned transaction;
WWE rallied 28% from 01/04/2023 to
01/10/2023 to $90.24/share
• We believe the offer price of $106 per share is
inflated and that WWE stock inorganically
increased trading on the deal news
o When sensitizing share price against
WACC and TV multiples its stock price
range is $69.46-$96.92, with a
midpoint of $82.00/share
Offer Price: $106/share
• The terminal value EBITDA multiple was
derived by taking the median ‘23E
EBITDA multiple of its peer group
o Its comparable set includes Live
Nation Entertainment, Atlanta
Braves, Roku, Cinemark, AMC,
MSGS, MSGE, Sphere
Entertainment, F1 Group, and
MANU
Present Value of Cash Flows
Total Present Value of Cash Flows 1,263
Mid Year Adjustment 1,325
Present Value of Terminal Value 5,389
Implied Enterprise Value 6,713
Plus: Cash & Short Term Investments 524
Less: Total Debt 415
Less: Pref. Equity N/A
Less: Total Minority Interest N/A
Total Implied Equity Value 6,823
Shares Outstanding 83
Implied Price Per Share $82.00
Terminal Value
Terminal Multiple 19.2x
Terminal Value 9,577
Discount Rate (WACC) 10.1%
Implied Share Price At Assumed WACC & TV Multiples
TV Multiple
$82.00 17.2x 18.2x 19.2x 20.2x 21.2x
8.1% $81.86 $85.63 $89.39 $93.16 $96.92
WACC 9.1% $78.45 $82.01 $85.58 $89.14 $92.70
10.1% $75.26 $78.63 $82.00 $85.38 $88.75
11.1% $72.26 $75.46 $78.65 $81.85 $85.04
12.1% $69.46 $72.49 $75.51 $78.54 $81.57
49
WWE Weighted Average Cost of Capital (WACC) Analysis
Cost of Equity Calculation (CAPM)
Levered Beta 1.15
Debt/Cap 4.7%
Debt/Equity Value 5.0%
Tax Rate 33%
Equity Risk Premium 5%
Risk Free Rate 4.6%
Cost of Equity 10.4%
Commentary
• Cost of Equity (Re):
• Calculated using the Capital Asset Pricing Model (CAPM)
• Levered Beta as of 09/11/2023 (5Y Monthly Beta)
• Risk Free Rate represents the U.S. 30-Year Treasury rate as of
09/30/2023
• Cost of Debt (Rd):
• Interest Coverage Ratio calculated by EBIT/Total Interest
Expense
• Company Default Spread calculated as a result of Interest
Coverage Ratio
• Companies with an Interest Coverage Ratio > 8.50
(Aaa/AAA) earn a spread of .69%
• Cost of Debt calculated by Risk Free Rate + (77.5% *
0%) + .69%
• 77.5% represents WWE’s North American revenue as a
% of total revenues multiplied by the respective
countries' default risk (U.S.: 0%)
• Weighted Average Cost of Capital (WACC):
• Calculated as follows:
• Debt/Total Capital * Rd + (1- Tax Rate) + Equity/Total Capital *
Re
Sources: CapIq, Aswath Domodaran
Notes: Market Data as of 09/30/2023, Rd & Re: Cost of Debt & Cost of Equity respectively
Cost of Debt Calculation
Risk Free Rate 4.6%
Company Default Spread 0.69%
Interest Coverage Ratio 15.0
Country Default Spread 0%
Cost of Debt 5.3%
WWE WACC Analysis
Total Debt 414.6
Equity Value 8,370.2
Total Capital 1,323.9
Weighted Average Cost of Capital 10.1%
CONFIDENTIAL
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Disney's Streaming Woes Weigh on Share Price

  • 1. CONFIDENTIAL WALL STREET MASTERMIND Sector Spotlight: September Recap Sector Leads | Media & Entertainment Jagger Lambert | Media & Entertainment James Concepcion | Technology Pan | Technology Ted | Healthcare Avi Krishna | Healthcare Michael Reed | Healthcare Joe Ames Project Founders Jagger Lambert James Concepcion
  • 2. CONFIDENTIAL WALL STREET MASTERMIND MEDIA & ENTERTAINMENT Contributors | Group Head Jagger Lambert | Group Head James Concepcion | Research Analyst Joseph Elahi | Research Analyst Joe Liu | Research Analyst Kevin Liu | Research Analyst Brandon Russell
  • 3. 3 TABLE OF CONTENTS Media & Entertainment 4-8 Film/TV Sector Update I. 9-14 Disney Snapshot II. 15-21 22-27 28-33 34-49 Theatrical Update Sports Sector Update Gaming Sector Update WWE x UFC Merger III. IV. V. VI.
  • 4. 4 Film/TV Sector Update Media & Entertainment 4-8 Film/TV Sector Update I. 9-14 Disney Snapshot II. 15-21 Theatrical Update III. 22-27 Sports Sector Update IV. 28-33 Gaming Sector Update V. 34-49 WWE x UFC Merger VI.
  • 5. 5 Media Valuations TEV/EBITDA shifts since January 2020 0.0x 10.0x 20.0x 30.0x 40.0x 50.0x 60.0x 70.0x 80.0x Netflix, Inc. (NasdaqGS:NFLX) - TEV/EBITDA "Warner Bros. Discovery, Inc. (NasdaqGS:WBD) "The Walt Disney Company (NYSE:DIS) "Lions Gate Entertainment Corp. (NYSE:LGF.A) "Comcast Corporation (NasdaqGS:CMCSA) "Paramount Global (NasdaqGS:PARA)
  • 6. 6 Sources: CapIQ, SEC Filings Precedent Transactions Analysis: Film & TV Closing DatePurchase Price Acquirer Target Rationale Implied EV/LTM Rev. Implied EV/LTM EBITDA 1 day 1 week 1 month 20-Mar-19 $71.3bn The Walt Disney Company Twenty-First Century Fox The Disney-Fox deal, a landmark acquisiton valued at $71.3bn, marked a transformative moment in media and entertainment, as Disney acquired key assets of 21st Century Fox, solidifying its position as the definitive global content powerhouse with a vast portfolio of iconic franchises and expanding its reach in the streaming era 1.3x 4.2x 53.8% 47.3% 82.2% 14-Dec-19 $11.7bn CBS Corporation Viacom Inc. The CBS-Viacom deal, valued at $11.7bn, brought together two media giants, reuniting them to create a formidable force in content creation and distribution, positioning the combined entity for success in the evolving media landscape 0.9x 1.6x .4% (3.4)% (9.6)% 17-Mar-22 $8.5bn Amazon.com, Inc. MGM Holdings Inc. The Amazon-MGM deal, valued at $8.5bn, represented a strategic move by Amazon to bolster its content library with the iconic MGM film and TV catalog, enhancing its competitive edge in the streaming industry and reinforcing its commitment to delivering premium entertainment to its global audience 5.9x 27.5x N/A N/A N/A 8-Apr-22 $43.0bn Discovery, Inc. Warner Media, LLC. The $43bn Discovery-Warner Media transaction, signaled a pivotal shift in the media landscape, bringing together two industry leaders to create a content powerhouse with a diverse portfolio of famed brands and streaming offerings, poised to reshape the future of entertainment and capture the evolving preferences of viewers worldwide 1.3x 5.0x N/A N/A N/A Max 5.9x 27.5x Q3 0.9x 1.6x Mean 2.3x 9.6x Median 1.3x 4.6x Q1 0.9x 1.6x Min 0.9x 1.6x % Premium over
  • 7. 7 Selected Publicly Traded Film & TV Companies *Sources: CNBC, CapIQ Streaming Timeline • Netflix: launched in 01/2007 with its first original content launching 02/2013 • Hulu: launched in 03/2008 • Paramount+: CBS All Access in 10/2014; subsequently renamed as Paramount+ in 03/2021 • Disney+: launched in 11/2019 • Peacock: launched in 04/2020 • MAX: launched as HBO MAX in 05/2020; subsequently renamed as MAX in 05/2023 • Legacy media companies have spent tens of billions of dollars a year on content in attempt to improve their DTC offerings o Disney’s Marvel and Star Wars films were continual financial successes: Disney subsequently developed more than a dozen shows for Disney+, which by CEO’s Bob Iger’s admission said it has diluted those franchises’ brands o Seasons were six to 10 episodes, with each episode costing ~$25mm with subscriber growth not keeping pace o Disney’s new Star Wars TV series have a comparable budget and have similarly diluted the brand • Netflix has dumped money into “Stranger Things” and “The Crown” – production costs per episodes ~$11mm-$30mm • Warner Bros. Discovery’s “House of the Dragon” and “A Knight of the Seven Kingdoms: The Hedge Night” each cost ~$20mm per episode • Amazon’s DTC offering Prime TV spent $465mm on the first season of a Lord of the Rings prequel series (and spent $250mm to acquire the rights) o While there is limited financial info on the series, viewership #’s did not top the charts, meaning it was likely a poor investment for the streaming service o This highlights why the AMZN x MGM deal was necessary – Rather than Amazon having to spend money on expensive IP, they can use MGM’s IP Commentary Company Closing Price 9/28/2023 52-Week High % of 52-Week High Shares Outstanding Equity Value Enterprise Value EV/ EBITDA 21A EV/ EBITDA 22A EV/ EBITDA 23E EV/ EBITDA 24E EV/ Revenue 21A EV/ Revenue 22A EV/ Revenue 23E EV/ Revenue 24E LTM P/E Warner Bros. Discovery $10.78 $16.34 66.0% 2437.0 $26,271 $72,408 19.8x 14.7x 6.7x 6.1x 6.4x 2.9x 1.7x 1.7x NM Paramount Global $12.78 $25.93 49.3% 651.1 $8,321 $24,372 5.6x 7.6x 10.5x 8.6x 0.9x 0.8x 0.8x 0.8x NM Comcast Corporation $45.12 $47.46 95.1% 4125.1 $186,125 $280,302 8.1x 7.7x 7.5x 7.2x 2.4x 2.3x 2.3x 2.3x 29.5x Netflix, Inc. $373.60 $485.00 77.0% 445.3 $166,364 $176,575 27.6x 29.6x 23.8x 19.1x 5.9x 5.6x 5.2x 4.6x 39.1x Lions Gate Entertainment $8.48 $12.09 70.1% 234.8 $1,991 $6,210 12.9x 16.7x 17.3x 14.2x 1.9x 1.7x 1.6x 1.5x NM Mean 14.8x 15.2x 13.2x 11.0x 3.5x 2.7x 2.3x 2.2x 12.8x Median 12.9x 14.7x 10.5x 8.6x 2.4x 2.3x 1.7x 1.7x 34.3x The Walt Disney Company $85.58 $118.18 72.4% 1,829.8 $156,594 $200,056 23.3x 16.7x 13.0x 10.9x 3.0x 2.4x 2.2x 2.1x 69.6x in millions except for share price data
  • 8. 8 • Streaming has become increasingly prevalent amongst consumers disrupting Hollywood's legacy media industry • As of May 2023, the share of U.S. TV-viewing time is as follows: o Streaming: 36.4% o Cable: 31.1% o Broadcast: 22.8% o Other: 9.7% • The shift to the DTC model has proven costly for Hollywood with traditional media companies reporting losses of > $20bn combined since Q1 2020 and $10 bn in DTC operating loss in 2022 alone • A weak advertising market coupled with investors caring more about profitability over growth in this macroeconomic climate has led to companies laying off employees • Media & Entertainment research analysts see the total media-industry content cash spend growing to $136.4bn in 2023 • The majority of DTC models are vastly unprofitable with Netflix being the exception *Sources: SEC filings, Wall St. Journal, IndieWire Estimated Content Spend prior to strikes 2023 Disney $30bn WBD 20bn Netflix 17bn Prime Video 10bn Apple TV+ 7bn Paramount+ 4bn Peacock 3bn Cumulative Total $91bn Inside The Streaming Wars subscribers, revenue, and operating income all in $mm data as of 3 months ended Q2'23 DTC Delta in subscribers, revenue, and operating income 2022 Subs. 2023 Subs. 2022 Revenue 2023 Revenue 2022 Operating Income 2023 Operating Income Subs. +(-) Change in Rev. Change in Profit RPU Disney + 152 146 $5,058 $5,525 -$1,061 -$512 -3.9% 9.2% -48% $37.82 Netflix 221 239 $7,933 $8,157 $1,578 $1,827 8.1% 2.8% 15.8% $34.13 MAX 92 96 $2,225 $2,732 -$1,626 -$546 4.3% 22.8% 33.6% $28.46 Paramount + 43 61 $1,193 $1,665 -$445 -$424 40.2% 39.6% -4.7% $27.43 Hulu 42 44 N/A N/A N/A N/A 4.3% N/A N/A N/A Lionsgate+ 18 20 $32 $44 -$49 -$6 8.7% 37.5% 87.8% $2.21
  • 9. 9 Disney Snapshot Media & Entertainment 4-8 Film/TV Sector Update I. 9-14 Disney Snapshot II. 15-21 Theatrical Update III. 22-27 Sports Sector Update IV. 28-33 Gaming Sector Update V. 34-49 WWE x UFC Merger VI.
  • 10. 10 68.00 88.00 108.00 128.00 148.00 168.00 188.00 208.00 The Walt Disney Company (NYSE:DIS) - Share Pricing Disney’s Stock is Down 58% from it’s 03/08/2021 High – It’s Been Trading at its Lowest Level Since 2014
  • 11. 11 DIS Revenue Breakdown 37.3% Parks, Experiences and Products Media and Entertainment Distribution 62.7% DIS Operating Income Media and Entertainment Distribution Parks, Experiences and Products 68.1% 31.9% The Walt Disney Company Snapshot figures as of LTM Jul-01-2023 Key Metrics Net Debt/EBITDA 2.5x Altman Z Score 2.06 Total Debt/Equity 42.5% Total Debt/Capital 29.8% EBITDA Margin 14.8% Net Income Margin 2.6% Unlevered Free Cash Flow Margin 7.6% Basic EPS $1.23 *Sources: CNBC, CapIQ, SEC Filings • Disney has suffered tremendously from secular headwinds facing Hollywood o An unprofitable DTC model, drops in subscribers, the actors and writers strike, coupled with poor succession planning has destroyed shareholder value • Disney’s stock is down 4.4% YTD, whereas it’s direct competitor Netflix is up 33.72% • Nelson Peltz, founder of Trian, launched a proxy fight with Disney in January 2023 o Peltz was seeking a seat on Disney’s board, criticizing the business for poor M&A judgement, bad succession planning and destroying shareholder value Top Shareholders Holder Shares Mkt. Value % OS The Vangaurd Group, Inc. 149 12,430 8.1% BlackRock, Inc. 122 10,182 6.7% State Street Global Advisors, Inc. 73 6,106 4.0% State Farm Insurance Companies 34 2,820 1.9% Geode Capital Management, LLC 33 2,775 1.8% Largest Activist Investor Shares Mkt Value % OS Trian Fund Management, L.P. 7 550 0.35% (in $mm unless indicated) Summary Trading Valuation (as of 9/29/2023) Share Price @ Market ($) $81.05 Equity Value $148,303.60 (-) Cash & Cash Equivalents 11,458 (+) Total Debt 47,189 (+) Pref. Equity N/A (+) Minority Interest 13,332 Total Enterprise Value (TEV) $197,366.60
  • 12. 12 The Walt Disney Company Discounted Cash Flow Analysis Terminal Value Terminal Multiple (Median LTM of Comps) 13.3x Terminal Value 302,297 Discount Rate (WACC) 9.18% • Disney’s derived implied price per share comes out at $83.02, in line with their current stock price • We foresee Disney’s CapEx averaging out to $6bn a year due to the newly announced plan to spend $60bn on Parks & Cruises (main historical use of capex) due to uncertainty around the Film & TV business o Iger called its Parks & Cruises divisions “a key growth engine” o The company looks to spend ~$60bn over the next decade on domestic and international parks as well as continuing to enhance Disney Cruise Line o There’s mixed sentiment on Wall St. regarding this initiative as the Parks & Cruises division is highly sensitive to economic conditions Sources: CapIq, Aswath Damodoran, The New York Times Present Value of Cash Flows Total Present Value of Cash Flows 49,064 Mid Year Adjustment 51,267 Present Value of Terminal Value 149,703 Implied Enterprise Value 200,970 Plus: Cash & Short Term Investments 11,458 Less: Total Debt 47,189 Less: Pref. Equity N/A Less: Total Minority Interest 13,332 Total Implied Equity Value 151,907 Shares Outstanding 1,830 Implied Price Per Share $83.02 in millions ($mm) FY22A FY23E FY24E FY25E FY26E FY27E FY28E FY29E FY30E Operating Income (EBIT) 6,832 8,559 12,830 14,113 15,524 17,077 18,784 20,663 22,729 Less: Taxes at 28.7% (1961) (2456) (3682) (4050) (4455) (4901) (5391) (5930) (6523) After-Tax EBIT 4,871 6,103 9,148 10,063 11,069 12,176 13,393 14,733 16,206 Plus: D&A 5,163 5,329 5,246 5,385 5,192 5,353 6,453 6,671 6,890 Plus: Stock Based Compensation 977 918 1,010 1,111 1,222 1,345 1,479 1,627 1,790 Less: CapEx (4,943) (5,034) (5,830) (5,820) (5,841) (6,000) (6,000) (6,000) (6,000) Net Working Capital (4,293) (4,622) (4,873) (5,139) (5,390) (5,642) (6,058) (6,261) (6,468) (+/-): Increase/(Decrease) in Working Capital (1,034) (328) (252) (265) (251) (253) (415) (204) (206) Less: Net Change in produced and licenced content costs and advances (6,271) (2,100) (2,835) (3,260) (3,260) (3,260) (3,260) (3,260) (3,260) Unlevered Free Cash Flows -1,237 4,887 6,487 7,213 8,131 9,360 11,650 13,566 15,419 DCF Commentary
  • 13. 13 The Walt Disney Company Weighted Average Cost of Capital (WACC) Analysis Sources: CapIq, Aswath Damodaran Cost of Equity Calculation (CAPM) Levered Beta 1.28 Debt / Cap 29.8% Debt / Equity Value 30.3% Tax Rate 28.7% Equity Risk Premium 5.0% Risk Free Rate 4.4% Cost of Equity 10.8% Cost of Debt Calculation Risk Free Rate 4.4% Company Default Spread 1.6% Interest Coverage Ratio 4.1 Country Default Spread 0% Cost of Debt 6.05% The Walt Disney Company WACC Analysis Total Debt 47,189 Equity Value 149,932 Total Capital 198,995 Weighted Average Cost of Capital 9.18% • WACC calculated as Debt/Total Capital * Rd * (1-Tax Rate) + Equity/Total Capital * Re o Cost of equity was calculated using the Capital Asset Pricing Model (CAPM) – Risk free rate + Levered Beta * Equity Risk Premium o Tax rate (28.7%) is Disney’s effective tax rate o Risk Free Rate represents the U.S. 30 Year Treasury Rate as of 9/30/2023 o Interest Coverage ratio calculated as EBIT/Total Interest Expense o The company default spread was derived after calculating the interest coverage ratio o Cost of debt calculated by Risk Free Rate + (% of revenue from the Americas * Country Default Spread) + Company Default Spread
  • 14. 14 Soliciting Interest in ABC Derivation From Cable Media ABC and Potential Acquirers’ Backgrounds Why the Deal Makes sense for Disney: Hulu situation • Disney currently owns 2/3 of Hulu with Comcast owning the other 1/3. Starting on 9/30/23 Disney will begin negotiating with Comcast on the sale of that stake to Hulu. Because of a put/call agreement between them in 2019, Comcast can force Disney to buy the 1/3 stake at a min price of $9.2bn • The price they must pay could easily exceed $10bn after negotiations and the money from a $10 bn+ sale of ABC could be crucial for it • At the end of Q3 2023 Disney recorded $11.5bn in cash making an all-cash deal very difficult o Current Net Debt of $35.7bn: Purchasing with mix of Cash and Debt of $10bn makes Net Debt $45.7bn. and Net Debt/EBITDA goes from 2.5x to 3.5x (40% increase) before adjusting for profit changes o In Q3 ‘23 Disney had a 32% increase in interest expense over Q3 ’22. It’s cost of debt would increase even more o Paying $10bn with stock: Disney could issue stock to avoid leverage issue but because their share price is near its decade low this will be very dilutive (6.5% of mkt cap) • Using the money from the ABC sale for Hulu is a better use of Capital than the other options Why the Deal Makes Sense for Disney: ABC Financial Profile • ABC + the other networks that would be sold have a combined TTM EBITDA of $1.25bn. A $10bn purchase price would mark an 8x EBITDA multiple. • That’s > the entire market cap of Paramount Global at $9bn (includes all CBS, Paramount, and Viacom assets) o The most pureplay public comp Fox (Fox News, Fox Sports) has a TTM EV/EBITDA of 5.8x so this would be a 38% premium • ABC is on a downward trajectory along with the rest of cable TV: the number of US households with cable/broadcast went from 100mm to 60mm in 7 years o Advertising revenue is significantly lower than before, and fee increases from cable are not sustainable. ABC’s revenue and profitability are in decline and it’s likely to drop in value over time • Disney is already looking to pivot from linear TV, saying that shifting all ESPN content is a matter of when not if • Disney shifting more sports games from linear to DTC will only lead to more households cutting cable as sports is by far the most watched programming, decreasing the value of ABC even more • Disney bought ABC in 1996 for $19.5bn when Bob Iger was ABC’s president • Now 17 years later he is having to make the difficult choice to sell the company that brought him over to Disney: an option he confirmed he’s exploring • ABC is 1 of the 4 Premier Broadcast Networks and focuses on news and sports: has the NFL rights for MNF football and 1 Superbowl every 4 years • Media Mogul Byron Allen: Confirmed to have made a preliminary bid of $10bn to purchase the ABC TV network along with smaller networks like FX • Allen is the founder of Allen Media Group (media production company) that owns the weather channel and several regional sports networks o In 2022 he bid to buy the Denver Broncos but was outbid. This highlights the appeal of ABC for him would be its sports rights (primarily NFL deal) • Nexstar Media Group: Confirmed to be in process of making a bid for ABC o Nexstar is a TV broadcasting company and the largest regional TV station operator in the US with 200 total stations. It owns affiliate tv stations of ABC, NBC, Fox, and also owns the CW
  • 15. 15 Theatrical Update Media & Entertainment 4-8 Film/TV Sector Update I. 9-14 Disney Snapshot II. 15-21 Theatrical Update III. 22-27 Sports Sector Update IV. 28-33 Gaming Sector Update V. 34-49 WWE x UFC Merger VI.
  • 16. 16 Selected Publicly Traded Theaters & Live Entertainment Companies • Theaters and Live Entertainment faced significant underperformance in ‘21 & ‘22 due to various factors including: o Pandemic Impact: Continued disruptions from the COVID-19 pandemic, including lockdowns, capacity restrictions, and consumer safety concerns, led to reduced attendance for live entertainment companies and lower box office for theaters o Delayed Film Releases: Many major film studios postponed the release of blockbuster movies, which caused a subsequent shortage of new content that typically drives theater attendance and revenues o Debt & Liquidity Concerns: Theater chains such as AMC faced significant challenges due to high debt levels and liquidity concerns, affecting their ability to invest in the business and adapt to a rapidly changing market landscape o The Shift to Streaming: The rise of streaming services and the release of films in theaters on streaming platforms offered consumers more choices for in-home entertainment, which had an impact on live entertainment – especially non sports entertainment • Theaters have seen a rebound in performance, with companies like Cinemark delivering worldwide Adj. EBITDA of $232mm in 2Q23 • Represents a 24.6% Adj. EBITDA margin, amongst the highest margins in company history Commentary Company Closing Price 9/28/2023 52-Week High % of 52-Week High Shares Outstanding Equity Value Enterprise Value EV/ EBITDA 21A EV/ EBITDA 22A EV/ EBITDA 23E EV/ EBITDA 24E EV/ Revenue 21A EV/ Revenue 22A EV/ Revenue 23E EV/ Revenue 24E LTM P/E AMC Entertainment Holdings $7.46 $91.68 8.1% 158.4 $1,182 $10,565 NM NM 25.4x 20.4x 4.2x 2.7x 2.3x 2.2x NM Cinemark Holdings $18.12 $18.85 96.1% 119.2 $2,160 $5,020 NM 15.9x 8.9x 8.6x 3.3x 2.0x 1.7x 1.6x NM IMAX Corporation $19.24 $21.82 88.2% 54.6 $1,051 $1,299 30.7x 35.4x 10.1x 9.4x 5.1x 4.3x 3.3x 3.3x NM Live Nation Entertainment $82.96 $101.74 81.5% 228.1 $18,923 $21,076 NM 17.5x 12.3x 11.2x 82.7x 1.3x 1.0x 1.0x 72.8x MSG Entertainment $33.01 $40.81 80.9% 51.1 $1,687 $2,449 NM 35.0x 14.6x 15.0x 29.9x 3.7x 2.9x 2.7x 22.3x Mean 26.7x 26.0x 14.3x 12.9x 25.0x 2.8x 2.2x 2.1x 16.8x Median 6.6x 26.2x 12.3x 11.2x 5.1x 2.7x 2.3x 2.2x 22.3x in millions except for share price data
  • 17. 17 Prior to the summer the 2023 domestic box office was trailing the 2018- 2019 average pace by 28.2% and ahead of 2022 by 37% • July saw the 4th largest box office weekend of all time, AMC had the highest single week admissions revenue in history, and Cinemark had the highest monthly admissions revenue in its history • Q2 2019 was Cinemark’s best financial month in its history with its highest quarterly revenue, adjusted EBITDA, and Net Income o Q2 2023 marked a near total recovery to Q2 2019 numbers in terms of revenue, adjusted EBITDA, and leverage ratios o FCF for Q2 2023 was even 51.6% higher than Q2 2019 • AMC also experienced near total recovery in its leverage ratios o However, it’s revenue and adjusted EBITDA haven’t recovered as much as Cinemark has respectively o It is still experiencing negative quarterly FCF * Graphs above sourced from BoxofficeMojo and modified Box Office Recovery: Success of Summer 2023 Box Office Leading to Theater Financial Recovery Q2 2019 Q2 2022 Q2 2023 Total Revenue 957.8 744.1 942.3 Adjusted EBITDA 244.7 138.3 231.5 Adjusted EBITDA margin 25.5% 18.6% 24.6% FCF 141.7 143.0 214.9 Gross Debt/EBITDA 2.6x 4.4x 2.8x Net Debt/EBITDA 2.2x 3.6x 2.2x Q2 2019 Q2 2022 Q2 2023 Total Revenue 1506.1 1166.4 1347.9 Adjusted EBITDA 237.6 106.7 182.5 Adjusted EBITDA margin 15.8% 9.1% 13.5% FCF 100.1 (117.0) (62.0) Gross Debt/EBITDA 5.2x 8.0x 5.5x Net Debt/EBITDA 5.1x 7.3x 5.3x Cinemark Holdings AMC Entertainment Holdings After this summer, the YTD 2023 domestic box office (as of 9/9) is now only trailing the 2018-2019 average pace by 18%. Its lead over 2022 has been cut due to 2022 successes like Top Gun
  • 18. 18 Disney: ($550)- ($600)mm loss Universal: ($270)- ($290)mm loss Paramount: ($295)- ($315)mm loss Sony: ($70)- ($95)mm loss WBD: $35 - $75mm gain * = box office run not complete yet so numbers subject to change Estimated Theatrical Profits (Loss) by Studio for Summer 2023 • Having big theatrical losses doesn’t necessarily mean the films will be unprofitable • Advertising tie ins to the films, merchandising, film rental revenue on itunes, and streaming revenues can generate a collective boost of additional hundreds of millions of dollars to the studios • WBD comes out of the summer as the only major studio to be guaranteed profits from their films this summer. Sony is likely to have minimal profits after the additions mentioned above. Universal and Paramount could potentially get to a point where they have minimal losses • Disney is guaranteed to lose hundreds of millions of dollars from their films this summer Box Office Recovery Doesn’t Equal Financial Success: The Studios Suffered Massive Theatrical Losses (in mn) Disney Warner Bros. Discovery NBC Universal Paramount Sony Guardians of the Galaxy 3 Barbie Oppenheimer Teenage Mutant Ninja Turtles Spiderman Across the Spiderverse Global Box office $845.6 $1,428.3 $926.8* $173. $689.7 Domestic Box office week 1 152.7 258.4 127.9 51.6 170.0 60% back to Studio 91.6 155.0 76.7 31.0 102.0 DBO week 2 81.8 148.0 72.0 25.3 82.6 55% back to Studio 40.9 81.4 39.6 13.9 45.4 DBO week 3+ 124.5 224.8 121.7 39.7 128.7 45% back to Studio 56.0 101.2 54.8 17.9 57.9 DBO revenue 188.5 337.6 171.1 62.7 205.3 International Box Office (ex China) 486.6 761.9 550.7 55.1 255.5 45% average back to Studio 219.0 342.9 247.8 24.8 115.0 China Box Office 86.9 35.2 54.6 1.3 52.9 25% average back to Studio 21.7 8.8 13.7 0.3 13.2 Intl. revenue 240.7 351.7 261.5 25.1 128.2 Total Box office revenue 429.2 689.3 432.6 87.9 333.5 (-)Production Budget expense 200.0 145.0 100.0 70.0 100.0 (-)Estimated Marketing Budget expense 200.0 150.0 100.0 50.0 110.0 Theatrical Profits (Loss) $29.2 $394.3 $232.6 ($32.1) $123.5 Indiana Jones 6 The Flash Fast X Mission Impossible 7 Gran Turismo Global Box office $382.7 $268.5 $704.7 $567.5 $110.8* Domestic Box office week 1 94.7 72.4 84.9 91.1 22.1 60% back to Studio 56.8 43.4 50.9 54.7 13.3 DBO week 2 38.7 21.9 34.3 33.1 10.2 55% back to Studio 19.4 12.0 18.9 18.2 5.6 DBO week 3+ 41.1 13.9 26.8 48.0 7.5 45% back to Studio 18.5 6.3 12.1 21.6 3.4 DBO revenue 94.7 61.7 81.9 94.4 22.2 International Box Office (ex China) 204.9 134.5 419.3 346.7 66.7 45% average back to Studio 92.2 60.5 188.7 156.0 30.0 China Box Office 3.3 25.9 139.5 48.8 2.0 25% average back to Studio 0.8 6.5 34.9 12.2 0.5 Intl. revenue 93.0 67.0 223.5 168.2 30.5 Total Box office revenue 187.7 128.7 305.4 262.6 52.8 (-)Production Budget expense 294.0 200.0 340.0 290.0 80.0 (-)Estimated Marketing Budget expense 125.0 150.0 125.0 125.0 40.0 Theatrical Profits (Loss) ($231.3) ($221.3) ($159.6) ($152.4) ($67.2) Studios' Best Performers of Summer Studios' Worst Performers of Summer
  • 19. 19 Timeline 5/2 •The WGA (Writers Guild of America) went on strike. This was after months of almost no negotiation talks with the studios •The end of September marks the 152nd day of strike making it probable that it will pass the longest WGA strike in history of 154 days back in 1988 6/23 •The Directors Guild of America agreed to a new contract with the AMPTP, avoiding a strike 8/11 •The first full counter proposal from the AMPTP (a full 3 months after the strikes began) •WGA disliked the deal and made their own counter on the counter •The proposals were leaked to the public which resulted in more fighting and distrust 8/25-9/1 •The studios began to lose hope on their fall releases and began delaying them to the next year •WBD delayed Dune, 2 one of the most anticipated movies of the year with high projected box office and awards chances, to 2024 and the other studios followed suit in delaying their films 9/13 •The WGA reached out to the AMPTP and a meeting has been scheduled to finally move negotiations forward 9/24 •Deal reached! After a week of nonstop negotiations, the WGA reached a tentative agreement on a 3-year deal with the AMPTP. The deal is not finalized yet, so the strike is not technically over until early October •This does not mean filming is resumed: SAG has still not reached a deal, but this increases the odds of a deal soon Hollywood Goes Dark: Actors and Writers strikes • While the box office has recovered, the entertainment industry in in disarray with the AMPTP (represents all the major studios) dealing with 2 strikes (update: 1 strike) • The strikes are not simply about pay increases, but also about the complete change in the industry that streaming caused in how content’s financial success is measured and the growing use of AI • While most entertainment companies were originally bullish on streaming’s growth potential, it has become clear that it has made the industry far less profitable and prone to causing disputes
  • 20. 20 Overall Industry Impact • CNBC reported that the pair of strikes have had a $3 billion-dollar negative impact on California’s economy so far and will likely reach a $6bn negative impact on the national entertainment industry • Given the average 2-year timeline for a film to go through production, editing, and then release we will likely see the largest effects of the strikes on the industry in 2025 (as films and shows that would’ve been made now and released then are not getting made) Studio Financial Impact Netflix’s Minimized Impact •Netflix is more shielded by the financial risk of the strike than other studios because of their heavy concentration of international content o In Q2 2023 56% of Netflix’s revenue and 68% of Netflix’s subscriptions were from consumers outside the US and Canada. o Since the SAG and WGA are American unions, content can still be made and promoted with actors and writers who aren’t from the US • Studios have been releasing adjustments to their earnings outlook for 2023 as the strikes have dragged on o Not only have films been delayed but the ones that come out in the near term will earn 10-20% less than they would have since no actors can promote the films. The WGA reaching a deal does not change this. • WBD released an update that the company expects adjusted earnings to be reduced by around $500mm which would bring their full year adjusted EBITDA to be around $10.5bn. o The strikes led to WBD boosting FCF expectations by $250mm as it will have less content spend payment advances • A likely result of the strikes is a boost to the value of non-scripted programming (Ex. Sports). There will also be increased bidding by the studios to gain the licensing rights to existing content from the others in order to maintain subscribers and viewers Strikes’ Financial Impact on Entertainment Industry: Undoing Box Office Progress
  • 21. 21 What Happened? • Taylor Swift has had the most successful concert tour of all time, grossing an approximated $2.2bn in North America • Swift and her agents began negotiating with studios on a theatrical distribution agreement for a documentary style film for her LA performance for the film • The deal fell apart when Swift wanted 70%+ of the theatrical revenue. That’s more than Disney demands for the opening weekend of its biggest Marvel or Star wars films • Its also does not mean the studios then get 30% of the box office. They would get 30% of the approximate 50% the studios get back from theaters which would only give them at most 15% of the box office revenue • When the studios passed, AMC realized it had an opportunity; they reached out and secured the distribution rights Future Implications • AMC is acting like a studio producer. Being the distribution partner for a film is unprecedented in modern times. Before the 1940s movie studios owned the theaters but then there were strong antitrust laws put in to prevent this. These rules were terminated in 2020 •The deal that didn’t look great for studios was a mistake on their part and its an even better deal for AMC o Since AMC is the largest theatrical exhibitor, it is approximated that 57% of the Taylor Swift Screenings will be at AMC and 43% will be at other theaters. This means that AMC gets a much higher percent of box office revenue •The Ticket Presales for the film have broken records: It beat the 24-hour ticket record by $10mm, reaching $26mm o With the film still weeks away, it has hit $70mm in ticket presales and is expected to have an opening weekend of over $100mm. This means it will beat all historical music documentaries within its first few days (see chart on right) •Even if AMC has to give Taylor Swift the majority of the box office revenue, the real benefit comes from theater concessions: theaters have almost double the profit margins on F&B as they do on admissions and AMC makes more overall profit from F&B o With Taylor Swift themed popcorn and cups, AMC stands to make hundreds of millions of dollars from the release • With the success of the film, theaters could very well turn into more of exhibition centers for popular events(sports, music, film), and less about just movies • AMC has already been reaching out to other artists to try to make similar deals. As the financial breakdown on the right shows, theaters could be classified as more in the candy business than in the film business as concessions bring in more profit than tickets AMC Goes On Offense: AMC’s Unusual Deal With Taylor Swift Could Save and Change the Box Office Studio Financial Impact AMC Q2 2023 Revenue segment GPM (mm) Admissions Revenue 744.1 Film Exhibition Costs 383.1 Film Exhibition Profit 361.0 Film Exhibition Profit Margin 48.5% Food & Beverage Revenue 488.2 Food & Beverage Costs 91.7 Food & Beverage Profit 396.5 Food & Beverage Profit Margin 81.2% Film USBoxOffice($mm) Year JustinBieber $73.0 2011 Michael Jackson 72.1 2009 Hannah Montana(Miley Cyrus) 65.3 2008 Woodstock 50.0 1970 OneDirection 28.9 2013
  • 22. 22 Sports Sector Update Media & Entertainment 4-8 Film/TV Sector Update I. 9-14 Disney Snapshot II. 15-21 Theatrical Update III. 22-27 Sports Sector Update IV. 28-33 Gaming Sector Update V. 34-49 WWE x UFC Merger VI.
  • 23. 23 Notable Recent Sports Market Trends • Cord cutting trend has set the stage for leagues and sports rights holders to seek more to DTC, looking to leave traditional distributors behind in the dust for the future of television, but can streaming ever provide the financial return that cable once did? • Private equity has consistently increased it ties to major American sports franchises, as the sports industry has continuously delivered attractive returns that outpace the SPX with little cyclicality • Because of the increased transaction value and loosening of league rules allowing more PE investment, investment banks like Goldman Sachs have begun setting up Sports Investment Banking Divisions • The recent formation of TKO Group, created through WWE/UFC merger, sees a valuation of $21.4bn for the entertainment group and solidifies Endeavor as one of the premier sports companies Teams with PE Ties Across Leagues • Sports teams as an asset class has been highly sought after by the ultra-high net worth as trophy assets due to its scarce nature, and this is evident from the record-setting deals and valuations that seems to have diverged from the performance of the underlying asset o Michael Jordan recently sold majority stake in Charlotte Hornets for $3bn, which he purchased back in 2010 for $275mm, yielding a 9.91x ROI (despite team performance) • Despite overall decrease in overall M&A due to macroeconomic conditions, sports tech has been one of the more active industries o Q2 of 2023 saw a record-setting 105 M&A deals announcements with $14.5bn in disclosed value 20 18 15 10 10 12 14 22 NBA MLB MLS NHL PE Affiliated Teams No PE Affiliation * = NFL is the only major professional league in US that doesn’t currently allow PE investments into teams Source: Forbes, Drakestar Research 199 105 14 $14.5 $1.6 $1.3 M&A Private Place Public Markets * Inner circle = Deal Count, Outer Circle = Total Deal Value (in billions) Sports Tech Deal Announcements in 2Q 2023
  • 24. 24 Resolution • Disney and Charter resolves week-long blackout on September 11 through an agreement that Charter will pay higher rates to Disney and in exchange Disney will provide ESPN+ and Disney+ for free to just the higher-tier Spectrum subscribers • Upon release of the news, Charter’s stock price jumped 4% while Disney’s stock price rose by 0.9% Disney-Charter Feud Background • On August 31, 2023, Charter Communications’ 15mm Spectrum subscribers were not able to gain access to Disney-owned channels such as ESPN and ABC: this blackout lasted for 10 days, through the US Open o This was the result of an ongoing disagreement between Disney and Charter over Disney’s demand for an increase in cable rights fees from Charter • Charter pays high programming fees, $2.2bn, to Disney to carry its channels which is increasingly costly given the decline in cable households. They wanted Disney to provide its streaming services to Spectrum Cable subscribers for free o Disney does not want to include its high-value DTC services such as Disney+ and ESPN+ in the bundle agreement • Disney believes it has leverage in the standoff because ESPN is the key to keeping Charter subscribers (as evidenced by the • Charter believes it has the upper hand because the linear TV business has been much more profitable than DTC for Disney 16,200 16,144 15,833 15,147 14,706 -5.0% -4.0% -3.0% -2.0% -1.0% 0.0% 13,500 14,000 14,500 15,000 15,500 16,000 16,500 2019 2020 2021 2022 Q2 2023 Spectrum Subscribers Change
  • 25. 25 Sports Streaming vs. Cable Landscape US Video Subscription Consumer Spend 2018 2019 2020 2021 2022 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Multichannel Streaming $123 $123 $127 $134 $136 $136 $139 $140 $143 $144 $148 $150 $154 • Overall video subscription in the US remains positive over the past 5 years, but a significant trend is the migration from linear TV to streaming • The cord cutting phenomena was rather strong from 2018-2022, but has lost some momentum due to rising price of streaming services (both through individual price increases as well as through an increased number of streaming services making the collective more expensive) • Rising prices in streaming services across major streaming platforms has slowly leveled out the incentives of cutting the cord • Streaming may seem like the future of television, but entertainment companies are taking major blows to their operating profit due to high cost associated with the investment in streaming 102.1 101.2 99.2 95.6 91.8 85.6 79.5 73.6 66.9 -10.0% -9.0% -8.0% -7.0% -6.0% -5.0% -4.0% -3.0% -2.0% -1.0% 0.0% 0 20 40 60 80 100 120 2014 2015 2016 2017 2018 2019 2020 2021 2022 U.S. Pay TV Household Pay TV Households in US Change Source: Public Data, Morgan Stanley Research
  • 26. 26 Sports Franchise Valuation • Broadcasting and media rights make up the bulk of each team’s total revenue • Leagues such as the NFL and NBA make a bulk of their revenue from national media right contracts resulting in higher valuations • Leagues such as the MLB rely more on local media rights contracts therefore teams in big cities such as New York City and Los Angeles tend to have higher valuations • Distribution of media rights revenues vary per league • When leagues like the NBA, UFC, and F1 come due for media rights renewal, we expect further uprise in sports teams’ valuations Source: Public Data, Forbes, IBIS 2023 Sports Franchise Revenue Breakdown (in millions) US Sports Media Rights Payments (in billions) 44% 35% 18% 2% 1% Media Rights ($16,800) Ticket Sales ($13,200) Advertising ($7,000) Concession ($15.00) Licensing Rights ($793) Merchandise ($436) 0 5 10 15 20 25 30 35 2019 2020 2021 2022 2023 2024E 2025E $30.5 $25.7 $22.6 $23.1 Sports League Aggregate Team Value (in billions) $158.8 $85.9 $69.5 $65.2 $32.3 $0.0 $30.0 $60.0 $90.0 $120.0 $150.0 $180.0 NFL NBA MLB MLS NHL $19.4 $20.1 $29.5
  • 27. 27 Sports Franchise Acquisitions (in $bn) Source: Forbes, Sportico Franchise Acquisition Year CAGR Since Acquisition CAGR (2015 – 2023) 2023 2022 2021 2020 2019 2018 2017 2016 2015 Team 12% 13% $4.10 $3.60 $2.91 $2.55 $2.40 $2.30 $2.30 $2.08 $1.56 Carolina Panthers 10% 13% $5.10 $4.65 $3.75 $3.20 $3.00 $2.65 $2.60 $2.40 $1.94 Denver Broncos NA 10% $6.05 $5.60 $4.20 $3.50 $3.40 $3.10 $3.10 $2.95 $2.85 Washington Commanders 10% 11% $3.50 $3.50 $3.20 $2.50 $2.35 $2.30 $1.80 $1.70 $1.50 Brooklyn Nets 10% 11% $2.03 $2.03 $1.66 $4.55 $1.43 $1.20 $0.91 $0.88 $0.85 Utah Jazz NA 20% $4.00 $2.70 $1.80 $1.63 $1.50 $1.28 $1.10 $1.00 $0.91 Phoenix Suns NA 19% $3.00 $1.70 $1.58 $1.50 $1.25 $1.05 $0.78 $0.75 $0.73 Charlotte Hornets -5% 6% $1.00 $1.00 $0.99 $0.98 $1.00 $1.30 $0.94 $0.68 $0.65 Miami Marlins 6% 7% $1.20 $1.11 $1.06 $1.00 $1.00 $1.02 $0.95 $0.87 $0.70 Kansas City Royals 5% 10% $2.90 $2.65 $2.48 $2.48 $2.30 $2.10 $2.00 $1.65 $1.35 New York Mets 9% 14% $0.64 $0.64 $0.55 $0.44 $0.45 $0.42 $0.37 $0.23 $0.23 Carolina Hurricanes
  • 28. 28 Gaming Sector Update Media & Entertainment 4-8 Film/TV Sector Update I. 9-14 Disney Snapshot II. 15-21 Theatrical Update III. 22-27 Sports Sector Update IV. 28-33 Gaming Sector Update V. 34-49 WWE x UFC Merger VI.
  • 29. 29 • Asia-Pacific region remains the region with the biggest gaming market • Market experiences high population growth in less mature markets in MENA and LATAM • Mobile Games experiences immense growth of 7.4% and contributes around 50% of all market revenue • PC Browser games virtually phased out in market revenue, with -16.9% YoY growth (share combined with PC Games) 1,789M +5.7% YoY 447M +3.6% YoY 574M +12.3% YoY 237M +2.4% YoY 335M +6.1% YoY Global Gamers by Region Asia-Pacific Europe Middle East & Africa North America Latin America Total: 3,381M +6.3% YoY 39.0B +1.6% YoY 56.1B +0.8% YoY 92.6B +7.4% YoY Global Games Market Revenue by Platform PC Games Console Games Mobile Games Total: $187.7B +2.6% YoY 85.8B +1.2% YoY 34.4B +3.2% YoY 7.2B +6.9% YoY 51.6B +3.8% YoY 8.8B +4.3% YoY Global Games Market Revenue by Region Asia-Pacific Europe Middle East & Africa North America Latin America Total: $187.7B +2.6% YoY 2023 Gaming Market Breakdown
  • 30. 30 Biggest Public Gaming Companies Biggest Gaming (Primary) Companies Tencent Activision Blizzard Sony Take-Two Interactive Apple Embracer Group AB Microsoft 37 Interactive Entertainment NetEase Zhejiang Century Huatong Google Perfect World Activision Blizzard Stillfront Group AB Electronic Arts G-bits Network Technology Nintendo Kunlun Tech Take-Two Interative Gravity 2023 Gaming Market Biggest Players
  • 31. 31 110 105 118 184 167 149 115 107 100 82 59 20 20 5 24 5 10 8 6 12 10 7 52 31 45 45 52 39 43 29 34 30 26 182 156 168 253 224 198 166 142 146 122 92 0 50 100 150 200 250 300 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3* 2021 2022 2023 Transaction Volume (# of Deals) Private Placement Public Offering M&A Most Active Buyers of 2023 ($mm) 4,900.0 Savvy Games Group 1,732.4 GS; Kirkbi; Glitrafjord; General Atlantic 997.2 Playtika 754.4 Sega Europe 210.4 Sabuy Technology *Q1 2022 significantly boosted by Activision Deal 2.5 2.5 2.3 3.4 3.1 4.1 1.0 1.0 0.7 0.8 0.6 6.7 4.4 0.2 4.3 0.3 3.7 0.2 0.5 0.5 1.4 0.5 6.6 0.4 4.6 1.6 98.5 1.8 1.2 0.2 1.2 5.9 2.1 15.7 7.2 7.2 9.3 101.9 9.6 2.4 1.6 2.3 7.4 3.2 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3* 2021 2022 2023 Total Transaction Value ($bn) Private Placement Public Offering M&A A 102.0 104.0 Gaming Transaction and Volume Declining in 2023 4.5 1.6 6.7 0.2 2.9 1.1 2.6 6.1 Total Transaction Value by Region ($bn) Europe Asia-Pacific North & South America Middle East & Africa Outer Pie = Buyer/Investor Inner Pie = Target/Issuer
  • 32. 32 The Mobile Gaming Market size is expected to grow from USD $141.7 bn in 2023 to $300.5bn by 2028, a total growth of 112% in 5 years and 16.22% average YOY growth • In the last year, the number of people who are able to access the Internet increased by 3.6%; YOY growth is much higher in many developing economies. Mobile games which require less bandwidth and storage allow more accessible gaming • 5G allowed for incredible speeds (20 x 4G) and lower latency (20 ms to 5 ms) resulting in a smoother experience for gamers • Mobile gaming has penetrated new markets and regions, contributing to its global reach. Emerging markets, such as Asia, Latin America, and Africa, are experiencing rapid growth due to increased smartphone adoption • Microtransaction an advantage for mobile gaming: users do not have to pay substantial upfront fees to access games and highly accessible transactions across a large population for significant revenue • 62% of smartphone users install a game within the first week of owning their phone • The mobile gaming market is projected to grow at a significant rate due to the widespread adoption of smartphones • 57% of all gamers play on mobile and generate around 50% of all gaming revenue • 1. Call of Duty Mobile:(Activision, TiMi Studio Group, Tencent Games), 2. PUBG Mobile • Leading two genres in terms of worldwide gross revenue, surpassing $20bn and $16bn • Biggest Deal 2023: Take-Two has completed its $12.7bn acquisition of mobile games giant Zynga The three biggest mobile gaming markets are China, the United States, and Japan • Latin America: +3.4% year-on-year to $8.4bn • Asia Pacific Region is identified as having the largest market share of subscription- based gaming, as well as the region with the highest projected CAGR from 2022- 2030 • Africa and the Middle East: +6.6% to $6.8bn Driving Factors New Emerging Mobile Gaming Markets Top Mobile Games in the US by Downloads Mobile Gaming Industry Overview $155B $190B $240B $295B $336B $363B $0B $50B $100B $150B $200B $250B $300B $350B $400B 2018 2019 2020 2021 2022 2023F Global Mobile Ad Spend 5-YR CAGR: 18.5%
  • 33. 33 • Savvy has spent $8bn on deals in 18 months in rapid push to diversify revenues and acquire global soft power • Savvy Games Group is led by CEO Brian Ward • Launched in January 2022 • Owned by Saudi Arabia’s $650bn Public Investment Fund and chaired by Crown Prince Mohammed bin Salman • Aim of becoming a dominant force in the growing entertainment industry and transform Saudi Arabia into “the ultimate global hub for the games and e- sports sector” in just seven years • Goal to acquire 250 gaming companies and studios and create 39,000 jobs with the industry contributing 1 per cent to gross domestic product by 2030 • Diversify the country’s economy beyond oil • They are competing with Tencent, Microsoft and Sony for top talent and intellectual property • Their most recent acquisition was Scopely on Apr 5, 2023, for $4.9bn • Savvy Games Group’s acquisition of mobile game publisher Scopely for $4.9bn accounted for nearly 80% of the $6.2bn quarterly total • Invested $265mm in China’s VSPO esports startup on Feb 16, 2023 • Savvy acquired ESL for $1bn and its subsidiary DreamHack and FACEIT for $500mm in Jan 25, 2022. which are three of the largest tournament operators in the West • Gaming is popular in Saudi Arabia, where 70 per cent of its population of 36mm is under the age of 35. A similar percentage of its citizens identify as gamers. • Very young nation with a highly engaged gaming community • The PIF owns 8.35% of Nintendo, 4.8% of Activision Blizzard, 5.8% of Electronic Arts, and 6.8% of Take-Two Interactive • Global video games revenue could surpass $300bn and account for more than a tenth of total entertainment and media spending by 2026 • Generational shift in consumption habits means some analysts predict gaming will overtake traditional television to become the largest source of entertainment revenue in the coming years • PIF has invested in sports in particular, such as spending £305mm to buy Premier League football club Newcastle United and, last week, committing an estimated $3bn to seal a merger between Saudi-backed LIV Golf and the US- based PGA Tour Most Recent Deals Consumer Habits & PIF Strategy Savvy Games Group: Saudi Arabia Intensifies efforts to permeate into the gaming industry: $4.9bn investment Savvy Games Background & Goals
  • 34. 34 WWE x UFC Merger Media & Entertainment 4-8 Film/TV Sector Update I. 9-14 Disney Snapshot II. 15-21 Theatrical Update III. 22-27 Sports Sector Update IV. 28-33 Gaming Sector Update V. 34-49 WWE x UFC Merger VI.
  • 35. 35 75% 5% 10% 10% Media Sponsorship Live Events ConsumerProducts Transaction Overview • UFC and WWE announced a merger in early April this year • Reverse Triangular Merger: Endeavor utilized a holding company called Zuffa (holds UFC) and a merger sub (PubCo). PubCo merged with WWE and shares of surviving entity (WWE) converted to WWE LLC. See Next Slide for Transaction Breakdown Graphic • Share conversion leads PubCo as sole manager of company fully owned by WWE LLC • PubCo then transfers all WWE equity interests to Zuffa (HoldCo) in exchange for 49% of equity interests in HoldCo. Endeavor then purchases the remaining 51% voting power in PubCo for par value (which gives 51% equity and voting interest in HoldCo) • Officially closed the deal on September 12: the day PubCo (renamed TKO) started public trading • The combined enterprise value of UFC and WWE will be $21.4bn, with each being valued at $12.1bn and $9.3bn respectively. Transaction price represents a stock price of $106 per share for WWE • TKO Group will hold approximately $150mm in cash that’s contributed by both sides • WWE was advised by the investment banks Raine Group, Goldman Sachs, and Moelis • Endeavor was advised by the investment banks Morgan Stanley and J.P. Morgan 71% 13% 11% 5% Media Sponsorship Live Events Consumer Products Revenue Segment Breakdown Combined Net Leverage: 2.5x WWE Revenue (FY 2022): $1.4bn UFC Revenue (FY 2022): $1.1bn Combined Adjusted EBITDA: $1.0bn Combined Revenue: $2.4bn Combined Net Debt: $2.5bn Adjusted EBITDA Margin: 42% Deal Breakdown Key Financial Stats Source: SEC Filings
  • 36. 36 Transaction Overview: Merger Breakdown Former WWE Share- holders Endeavor Group Holdings, Inc. Endeavor Manager, LLC Endeavor Operating Company, LLC New PubCo (NYSE: TKO) Zuffa Parent, LLC (HoldCo) • Transferred and Converted into New PubCo Class A common stock • 100% economic interest • 49% Voting Interest • PubCo is sole Managing Member of HoldCo • HoldCo common units • PubCo = 49% economic interest of HoldCo • New PubCo class B common stock • No economic interest • 51% voting interest • HoldCo common units o 0% Voting interest (all PubCo) o 51% economic interest  Previously 100%
  • 37. 37 WWE Background • World Wrestling Entertainment, Inc., an integrated media and entertainment company, engages in the sports entertainment business in North America, Europe, the Middle East, Africa, the Asia Pacific, and Latin America. • It operates through three segments: Media, Live Events, and Consumer Products. The Media segment engages in the production and monetization of long-form and short-form video content across various platforms, including WWE Network, broadcast and pay television, and digital and social media, as well as filmed entertainment. • The Live Events segment is involved in the sale of tickets; provision of event services; and sale of travel packages related to its live events. The Consumer Products segment engages in merchandising of WWE branded products, such as video games, toys, and apparel through licensing arrangements and direct- to-consumer sales, as well as through e-commerce platforms. • World Wrestling Entertainment’s founder, Vince McMahon remained, the largest shareholder in the company even after it went public. $8.37bn $1.33bn $384mm 890 24.3x 2.8x Joined: 2020 Previously a Lawyer at Fairfield County Business Journal Years of Experience: 20+ Vince McMahon | WWE Founder & Executive Chairman Joined: 2020 Previously a Lawyer at Fairfield County Business Journal Years of Experience: 20+ Nick Khan | President & CEO Joined: 2007 Previously the Chief Executive Officer at JMC Steel Group Years of Experience: 40+ Frank A. Riddick III | CFO Market Cap (as of 09/25/2023) LTM Revenue (as of 06/30/2023) LTM Adjusted EBITDA (as of 06/30/2023) EV/LTM Adjusted EBITDA (as of 06/30/2023) Debt/LTM Adjusted EBITDA (as of 06/30/2023) Employees WWE By The Numbers Management Team Major Developments Company Overview • 2001-2002: WWE purchases WCW and becomes the dominat wrestling promotion company in North America, splits into Raw and SmackDown • 2014: WWE launches its subscription-based streaming service, WWE Network • 2021, WWE partnered with Peacock to stream their content, including WrestleMania, in the United States, making it easier for fans to access their shows.
  • 38. 38 UFC Background • The Ultimate Fighting Championship (UFC), is an American mixed martial arts (MMA) promotion company based in Las Vegas, Nevada • Produces over 40 live events annually, reaching over 900mm households, and has 228mm global followers • The UFC was founded by businessman Art Davie and Brazilian martial artist Rorion Gracie, and the first event was held in 1993 at the McNichols Sports Arena in Denver, Colorado • It produces events worldwide that showcase 11 weight divisions (eight men's and three women's) and abides by the Unified Rules of Mixed Martial Arts. As of 2022, it had held over 600 events • 2001: UFC was under the new ownership of Zuffa, LLC • 2016: UFC's parent company, Zuffa, was sold to a group led by Endeavor, then known as William Morris Endeavor (WME–IMG), including Silver Lake Partners, Kohlberg Kravis Roberts and MSD Capital[15] for US$4.025bn • 2021: Endeavor bought out Zuffa's other owners at a valuation of $1.7bn • 2023: Endeavor Group Holdings announced that UFC would merge with the WWE to form TKO Group Holdings • September 12, 2023: Merger completed, TKO becomes publicly listed and majority-owned by Endeavor $12.1bn $1.1bn $629mm 2022 Adj. EBITDA 1,740 23.3x 4.5x Joined: 2001 Years of Experience: 22+ Dana White | CEO Joined: 2016 Previously CFO at Digital Turbine Years of Experience: 23+ Andrew Schleimer | CFO Joined: 2007 Previously clerked for a Nevada state judge Years of Experience: 20+ Ike Epstein | EVP & COO Market Cap (as of 09/25/2023) Revenue (as of FY ended 12/31/2022) (as of FY ended 12/31/2022) EV/2022 Adjusted EBITDA (as of 06/30/2023) Debt/2022 Adjusted EBITDA Employees UFC By The Numbers Management Team Major Developments Company Overview
  • 39. 39 Endeavor Background • Endeavor Group Holdings, Inc. (“Endeavor” or “The Company”) is a Beverly Hills, California headquartered global sports and entertainment company founded in 1898, which currently owns the UFC, WWE, The Wall Group and several other subsidiaries • Endeavor trades on the NYSE under the ticker: EDR • The company recognizes four operating segments: ‒ Owned Sports Properties ‒ Events, Experiences & Rights ‒ Representation ‒ Sports Data & Technology • Revenues are primarily generated via media rights fees, PPV, ticket sales, subscriptions, and license fees • 2009: WMA and Endeavor merger to form WME • 2014: WME acquires IMG forming a new entity titled WME-IMG • 2016: WME-IMG acquires UFC Parent, Zuffa in a transaction valued at just over $4.0bn • 2018: Endeavor expands into new verticals with Endeavor Audio, Experience, IMG Arena, and Endeavor Streaming • In Q2 of 2023 the company closed on the sale of IMG Academy for $1.1bn in an all-cash transaction • In April of 2023 Endeavor announced it entered into an agreement to purchase World Wrestling Entertainment, (WWE) for $9.3bn in an all-stock transaction $6.04bn $5.52bn $1.16bn 11,000 8.3x 4.4x Joined: 2017 Previously Senior Agent at ICM Partners Years of Experience: 35+ Ariel Emanuel | CEO Joined: 2014 Previously CEO at Dick Clark Productions Years of Experience: 20+ Mark Shapiro | President & COO Joined: 2007 Previously at Broadband Sports Years of Experience: 20+ Jason Lublin | CFO Market Cap (as of 09/25/2023) LTM Revenue (as of 06/30/2023) LTM Adjusted EBITDA (as of 06/30/2023) EV/LTM Adjusted EBITDA (as of 06/30/2023) Debt/LTM Adjusted EBITDA (as of 06/30/2023) Employees Sources: Public Filings. Notes: Market Data as of 09/25/2023. Endeavor By The Numbers Management Team Major Developments Company Overview
  • 40. 40 Deal Rationale Endeavor’s Owned Sports Properties ( in thousands) Rationale Financial Overview • UFC and WWE are both strong leaders in their respective sports industry of MMA and wrestling • Both companies have a large young audience that comprises mostly of Gen-Z and millennials • TKO Group does not plan to make any changes to the core operations of each company but are looking to deliver $50-$100mm in annualized run rate cost synergies • Negotiations for WWE’s Raw and Smackdown programming rights will be held this year, as it will come due in 2024 • WWE Smackdown will move on from Fox Sports to NBC’s USA Network in 2024 • Revenue for Endeavor’s Owned Sports Properties segment, includes UFC, Euroleague Basketball, and PBR, increased by 20.2% or $224.1mm from 2021-2022, mainly driven by UFC’s increased media rights fees and sponsorship $244,247 $269,793 $348,593 $531,640 $566,249 $596,814 $- $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 2017 2018 2019 2020 2021 2022 $952,624 $1,108,207 $1,332,335 $457,589 $537,627 $648,158 $- $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 $1,400,000 $1,600,000 2020 2021 2022 Revenue Adjusted EBITDA $974,207 $1,095,174 $1,291,523 $309,458 $308,824 $373,810 $- $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 $1,400,000 $1,600,000 2020 2021 2022 Revenues Adjusted EBITDA WWE Revenue & Adjusted EBITDA (in thousands) WWE Core Content Rights Fees (in thousands)
  • 41. 41 Deal Rationale Successful Operation of the UFC Combined Sports Entertainment Entity Media Rights Renewal High-growth Sports Avenues • Grew UFC from $4.1bn (2016) enterprise value to $12.1bn (2023) o Under Endeavor, UFC was able to double its revenue within the same 7-year period • UFC posted record revenues for the 2022 year; consisting of 21 consecutive sell-out events • Seasoned management has demonstrated the continuous ability to deliver value creation through several acquisitions o Accretive acquisitions include UFC, OpenBet, Mailman, Seven League, Mutua Madrid Open, and more • The UFC and WWE will trade under one security on the NYSE with the ticker symbol “TKO” • Endeavor looks to benefit from revenue and cost synergies as they leverage their decades of experience with sports and entertainment companies o Run rate cost synergies of $50mm - $100mm is expected to be achieved • Potential for cross events between stars of the UFC and WWE o Since the WWE is scripted, it allows retired/semi retired UFC superstars to extend their career and bring more fans to the WWE o The WWE can similarly help build up the UFC fight events • Together UFC and WWE host 240+ live events per year, reaching ~2bn households in 180 countries, with ~2bn fans worldwide • 71% of UFC’s revenue and 75% of WWE’s revenue is generated from its media rights • Media right renewals are currently in negotiation for both companies o WWE recently in an agreement with USA Network plans to bring WWE Friday Night Smackdown to USA Network replacing its previous home at Fox o 30% bump in media rights. • Combined entity has increased media rights negotiation power • Achieved double digit revenue growth with UFC and expects the same with WWE • UFC achieved 1.5x revenue growth from 2017 – 2022 o UFC achieved 2x adjusted EBITDA growth from 2017 – 2022 • WWE achieved 1.5x revenue growth from 2017 – 2022 o WWE achieved 3x adjusted EBITDA growth from 2017 – 2022 • Global Live Sports Revenue is expected to grow at an 8% CAGR from 2022 – 2025 • Global Sports Media Revenue is expected to grow from $50bn (2022) - $62bn (2025) • WWE is the most successful in the highest growth content mediums (streaming and YouTube) Carry Success to the WWE Accretive to All Shareholders Immediate Value Creation Achieve Long Term Growth Sources: Public Filings, Endeavor's UFC WWE Announcement Presentation dated April 4th, 2023.
  • 42. 42 WWE Valuation: Football Field $- $20.00 $40.00 $60.00 $80.00 $100.00 $120.00 $140.00 $160.00 $180.00 Discounted Cash Flow Implied EV/ LTM EBITDA Implied EV/LTM Revenue EV/EBITDA 22A EV/EBITDA 23E EV/Revenue 22A EV/Revenue 23E World Wrestling Entertainment - Implied Price Per Share Range 25th to Median Median to 75th Implied Price/Share Trading Comps: M&A Comps: DCF Analysis: • Our implied price per share is $85.40 which is towards the top of the 75th percentile of the DCF range • Prior to the announcement of the sales process, the stock price was $70.45. • Upon announcement the stock rose to $90.24, and the merger was announced 3 months later at $106 per share • Our implied price per share represents a 21.2% premium to the stock price prior to sale factors, and a 24.1% discount to the offer price of $106
  • 43. 43 Selected Publicly Traded Live Entertainment Companies • Due to Covid, lockdowns, and live entertainment capacity restrictions 2020-2022 EBITDA was negative or near 0 for many live entertainment companies • Extreme outliers in comp set (<0x, >100x are listed as “NM” and were removed from calculations to prevent distortion of relative valuation Commentary Company Closing Price 9/26/2023 52-Week High % of 52- Week High Shares Outstanding Equity Value Enterprise Value EV/ EBITDA 21A EV/ EBITDA 22A EV/ EBITDA 23E EV/ Revenue 21A EV/ Revenue 22A EV/ Revenue 23E P/E LTM Live Nation Entertainment $79.62 $101.74 78.3% 228.1 $18,161 $20,757 NM 17.2x 12.1x 3.3x 1.2x 1.0x 69.8x Atlanta Braves Holdings, Inc. $36.68 $50.15 73.1% 61.7 $2,263 $2,898 32.1x 62.3x 68.0x 5.1x 4.9x 4.6x NM Roku, Inc. $68.02 $98.44 69.1% 141.5 $9,625 $8,594 22.7x NM NM 3.1x 2.7x 2.5x NM Cinemark Holdings, Inc. $18.11 $18.85 96.1% 119.2 $2,159 $5,026 NM 15.9x 8.8x 3.3x 2.0x 1.7x NM AMC Entertainment Holdings $8.14 $80.74 10.1% 198.4 $1,615 $10,678 NM NM 26.1x 4.2x 2.7x 2.3x NM Madison Square Garden Sports Corp. $177.62 $215.79 82.3% 23.9 $4,245 $5,383 NM 59.2x 60.8x 12.9x 6.6x 6.1x 93.5x Madison Square Garden Entertainment Corp. $33.42 $40.81 81.9% 49.6 $1,658 $2,445 NM 35.0x 14.6x 29.9x 3.7x 2.9x 22.6x Sphere Entertainment Co. $37.84 $62.79 60.3% 34.7 $1,313 $2,507 12.9x NM NM 3.9x 4.1x 4.4x 2.6x Formula One Group $62.96 $80.13 78.6% 234.5 $14,764 $16,140 36.9x 30.2x 23.9x 7.6x 6.3x 4.9x 30.1x Manchester United Plc $19.95 $27.34 73.0% 163.1 $3,254 $3,967 30.5x 41.1x 26.9x 5.8x 5.6x 6.3x NM Min NM NM NM 3.1x 1.2x 1.0x NM Q1 NM 16.6x 9.6x 3.5x 2.7x 2.4x NM Mean 15.9x 22.5x 17.4x 7.9x 4.0x 3.7x NM Median 22.7x 30.2x 19.2x 4.7x 3.9x 3.6x 0.4x Q3 34.5x 38.0x 26.7x 7.1x 5.4x 4.9x 28.2x Max NM 59.2x 68.0x 29.9x 6.6x 6.3x 93.5x Worldwide Wrestling Entertainment $100.65 $118.04 85.3% 83.2 $8,374.08 6,713.4 22.6x 20.8x 16.2x 7.2x 6.5x 5.8x 48.2x
  • 44. 44 WWE Precedent Transactions Analysis in $millions Closing Date Purchase Price Acquirer Target Implied EV/LTM Rev. Implied EV/LTM EBITDA 1-Jul-22 $7,605 Pegasus Acquisition FL Entertainment 1.8x 30.6x 26-May-21 $8,450 Amazon MGM Holdings 5.9x 27.5x 1-Apr-21 $3,540 Endeavour UFC 4.0x 21.7x 12-Jun-20 $2,033 Horizon Acquisition Cineplex Entertainment 1.7x 13.3x 30-Dec-19 $6,010 Hasbro Entertainment One 4.9x 10.6x 22-Jan-17 $9,840 Liberty Media Formula One 6.7x 34.1x 11-Jul-16 $4,300 WME-IMG UFC 6.2x 15.9x Max 6.7x 34.1x 75th Percentile 6.1x 29.1x Mean 4.5x 22.0x Median 4.9x 21.7x 25th Percentile 2.9x 14.6x Min 1.7x 10.6x
  • 45. 45 WWE Discounted Cash Flow Revenue Assumptions Commentary Media Revenue • The back half of the year is when WWE main events are hosted in the back half of the year o WWE announced 27 new additional dates to the 2023 fall live event scheduling touring o Includes blockbuster events like SmackDown, WWE Supershow, and Raw, amongst others • Live events growth throughout the forecast based on Attendance per Event’s Compound Annual Growth Rate (CAGR) between ‘18-22 of 2.5% behind F1 and UFC and ahead of major professional sports leagues like the NFL, NBA, NHL, and MLB • 2023E: o The first half of 2023 saw a 5.6% growth in media rights and we assume 11.4% growth for FY2023 o Coupled with WWE’s YouTube channel being the most subscribed of all sports at 95mm subscribers we’re optimistic about WWE’s media segment • 2024E: o We assume a 6.4% growth rate from ’23-24 based on MS Research estimates o The step-up in media rights broadcast fees from ‘23-24 is 6.4% - an increase from $470mm in ‘23 to $500mm in ’24, with NBCU and Fox Corporation being the traditional legacy media broadcasters who own the media rights • 2025E: o Media rights will experience yet another step-up from $500mm in 2024 to $577mm in 2025, a 15.4% increase o Based off a newly signed media rights deal with NBC for one of two main events (Smackdown); $220mm in 2024 from FOX to $287mm from USATODAY from NBC o We assume the other main property (RAW) will experience a normal step up from $280mm to $290mm • 2026E: o The RAW and NXT negotiations will happen at the end of 2025 o We assume the new Smackdown USA Today package stays constant and assumes that the other WWE properties are up for sale at the end of 2025 have the same step up as RAW did with NBC o For these reasons, we believe media revenue will increase 7.8% • 2027E & 2028E: • 4.6% is MS Research overall estimates for global media rights • We added 1.9% to 6.5% for ‘27 & ‘28 given how WWE ranks in the top of both YouTube channel subscribers of any league as well as being on top of global searches • Additionally, WWE has the highest viewership per telecast in the US behind the NFL and CFB • Demonstrates that it will likely trend above the median growth rate • Note that ratings have declined due to secular headwinds such as cord-cutting • WWE is much more viable via streaming and is imperative the firm is focused on enhancing said platform
  • 46. 46 WWE Discounted Cash Flow Revenue Assumptions Commentary Contd. Live Events, Consumer Products Revenue, and other Core Model Assumptions • Live Events: o WWE has the highest ‘18-22 CAGR for Average Ticket Prices (Live Events) at 6.1% of all professional sports leagues; 1% ahead of UFC o 1. WWE: 6.1% 2,UFC: 5.1% 3. MLS: 4.6% 4. NHL: 3.8% o 5. NFL: 2.7% 6. MLB: 2.6% 7. EPL: 2.3% 8.NBA: 1.8% • Attendance per event for has grown at a Compound Annual Growth Rate of 2.5% between ’18-22 behind F1 and UFC o Ahead of all major professional sports league (NBA, NFL, NHL, MLB) o Consumer spend in 2023 has remained healthy with WWE’s ‘23E North American Per Cap Growth estimated to experience 17% growth o WWE has announced 27 additional events in 2023 fall, including blockbuster events like SmackDown, and RAW, amongst others o 53.8% growth based off an increase in live events revenue from 2Q22 to 2Q23 of 51.2% o Arrived at 53.8% due to the addition of 27 new events as well as NA Per Cap Growth and consumer spending remaining healthy • Consumer Products: o Consumer Products is the least revenue generating segment of the business, making up ~-6.9% of total revenues o Growth rates based on historical averages, with the decelerating growth rate in line with historical trends o Starting 07/2022, WWE initiated a long-term collaboration with Fanatics aimed at enhancing the WWE experience on a global scale, and in May 2023, the digital retail platform transitioned to Fanatics • Other Main Assumptions o Capex: 2023 Capex based on median of FY23 estimates from management Q2 investor presentation. Majority of Capex for new HQ which would mean significantly less Capex required for next few following years o D&A FCF add backs: We consider D&A as three different categories added back to the CFS that went down 16.5% in the first half of 2023 from the first half of 2022, thus we approximated 14% decline in D&A cash add backs and assumed smaller declines in D&A which is in line with our assumptions on decreasing Capex o SG&A: We grew SG&A at a 1% step up as a % of revenues based on historical trends as well as management discussions anticipating slight margin compression from switching more content distribution from higher margin linear TV to lower margin streaming (streaming has higher corporate expenses)
  • 47. 47 Deal Valuation: WWE Discounted Cash Flow Analysis Sources: Public Filings, Endeavor's UFC WWE Announcement Presentation dated April 4th, 2023. Note: D&A prior to the unlevered FCF and post unlevered FCF don’t match due to the cost of goods sold and other operating expense line items in millions ($mm) FY19A FY20A FY21A FY22A FY23E FY24E FY25E FY26E FY27E FY28E Revenue Media 743 868 936 1034 1,152 1,226 1,415 1,525 1,624 1,730 % growth 16.8% 7.8% 10.5% 11.4% 6.4% 15.4% 7.8% 6.5% 6.5% Live Events 126 20 58 123 189 221 259 303 355 415 % growth -(84.2%) 190.5% 112.8% 53.8% 44.7% 35.6% 26.5% 17.4% 8.2% Consumer Products 92 86 101 135 170 207 237 266 294 322 % growth -(6.1%) 17.3% 33.7% 25.9% 21.6% 14.6% 12.4% 10.3% 9.6% Total Revenue 960 974 1095 1292 1511 1654 1911 2095 2273 2467 % growth 1.4% 12.4% 18.0% 17.0% 9.5% 15.5% 9.6% 8.5% 8.5% Cost of Revenues Media 476 458 499 569 646 688 794 856 911 970 Live Events 103 34 46 86 99 143 194 245 288 312 Consumer Products 59 57 63 75 64 72 79 88 96 106 Total Cost of Revenues 638 550 608 730 810 902 1,067 1,188 1,295 1,388 Gross Profit 322 425 487 562 702 752 844 906 977 1,079 % margin 33.6% 43.6% 44.5% 43.5% 46.4% 45.4% 44.2% 43.3% 43.0% 43.7% Operating Expenses Media 64 62 60 62 67 67 68 69 70 70 Live Events 15 5 5 12 12 14 16 19 23 27 Consumer Products 6 4 4 5 5 5 5 5 5 5 Total Marketing & Selling Expense 85 71 69 79 83 86 89 93 97 102 General & Administrative 87 102 121 161 204 255 313 364 418 479 % of revenue 9.1% 10.5% 11.1% 12.5% 13.4% 15.4% 16.4% 17.4% 18.4% 19.4% EBITDA 151 251 297 322 414 411 441 449 462 499 % margin 15.7% 25.8% 27.1% 31.1% 27.4% 24.8% 23.1% 21.4% 20.3% 20.2% D&A 34 43 41 37 19 35 36 37 38 39 Operating Income (EBIT) 116 209 256 285 395 376 405 412 424 460 % margin Less: Taxes (22) (48) (58) (74) (130) (124) (134) (136) (140) (152) Net Operating Profit After Taxes (NOPAT) 95 161 197 211 265 252 272 276 284 308 Plus: D&A 89 93 87 92 79 77 75 73 71 69 Plus: Stock Based Compensation 29 28 19 35 66 88 90 100 106 111 Less: CapEx 69 28 39 200 185 135 115 105 100 95 Net Working Capital 16 (54) 14 (54) 41 43 45 47 50 52 (+/-): Increase/(Decrease) in Net Working Capital 71 (68) 68 (95) (2) (2) (2) (2) (2) Unlevered Free Cash Flows $324 $197 $207 $129 $280 $319 $341 $359 $391 1 2 3 4 5 6 Discounted Unlevered Free Cash Flows $118 $231 $239 $233 $222 $220
  • 48. 48 Deal Valuation: WWE Present Value of Terminal Value & Unlevered Free Cash Flows Commentary • Our DCF analysis yields an implied price per share of $82.00, a 16.4% premium to its 01/04/2023 $70.45 stock price, the day the news that WWE was exploring a sale made headlines o The market had a positive reaction to the announced planned transaction; WWE rallied 28% from 01/04/2023 to 01/10/2023 to $90.24/share • We believe the offer price of $106 per share is inflated and that WWE stock inorganically increased trading on the deal news o When sensitizing share price against WACC and TV multiples its stock price range is $69.46-$96.92, with a midpoint of $82.00/share Offer Price: $106/share • The terminal value EBITDA multiple was derived by taking the median ‘23E EBITDA multiple of its peer group o Its comparable set includes Live Nation Entertainment, Atlanta Braves, Roku, Cinemark, AMC, MSGS, MSGE, Sphere Entertainment, F1 Group, and MANU Present Value of Cash Flows Total Present Value of Cash Flows 1,263 Mid Year Adjustment 1,325 Present Value of Terminal Value 5,389 Implied Enterprise Value 6,713 Plus: Cash & Short Term Investments 524 Less: Total Debt 415 Less: Pref. Equity N/A Less: Total Minority Interest N/A Total Implied Equity Value 6,823 Shares Outstanding 83 Implied Price Per Share $82.00 Terminal Value Terminal Multiple 19.2x Terminal Value 9,577 Discount Rate (WACC) 10.1% Implied Share Price At Assumed WACC & TV Multiples TV Multiple $82.00 17.2x 18.2x 19.2x 20.2x 21.2x 8.1% $81.86 $85.63 $89.39 $93.16 $96.92 WACC 9.1% $78.45 $82.01 $85.58 $89.14 $92.70 10.1% $75.26 $78.63 $82.00 $85.38 $88.75 11.1% $72.26 $75.46 $78.65 $81.85 $85.04 12.1% $69.46 $72.49 $75.51 $78.54 $81.57
  • 49. 49 WWE Weighted Average Cost of Capital (WACC) Analysis Cost of Equity Calculation (CAPM) Levered Beta 1.15 Debt/Cap 4.7% Debt/Equity Value 5.0% Tax Rate 33% Equity Risk Premium 5% Risk Free Rate 4.6% Cost of Equity 10.4% Commentary • Cost of Equity (Re): • Calculated using the Capital Asset Pricing Model (CAPM) • Levered Beta as of 09/11/2023 (5Y Monthly Beta) • Risk Free Rate represents the U.S. 30-Year Treasury rate as of 09/30/2023 • Cost of Debt (Rd): • Interest Coverage Ratio calculated by EBIT/Total Interest Expense • Company Default Spread calculated as a result of Interest Coverage Ratio • Companies with an Interest Coverage Ratio > 8.50 (Aaa/AAA) earn a spread of .69% • Cost of Debt calculated by Risk Free Rate + (77.5% * 0%) + .69% • 77.5% represents WWE’s North American revenue as a % of total revenues multiplied by the respective countries' default risk (U.S.: 0%) • Weighted Average Cost of Capital (WACC): • Calculated as follows: • Debt/Total Capital * Rd + (1- Tax Rate) + Equity/Total Capital * Re Sources: CapIq, Aswath Domodaran Notes: Market Data as of 09/30/2023, Rd & Re: Cost of Debt & Cost of Equity respectively Cost of Debt Calculation Risk Free Rate 4.6% Company Default Spread 0.69% Interest Coverage Ratio 15.0 Country Default Spread 0% Cost of Debt 5.3% WWE WACC Analysis Total Debt 414.6 Equity Value 8,370.2 Total Capital 1,323.9 Weighted Average Cost of Capital 10.1%
  • 50. CONFIDENTIAL WALL STREET MASTERMIND For questions on material please reach out to lambertjagger@gmail.com or jamesconcepcion217@gmail.com Contributors | Group Head Jagger Lambert | Group Head James Conception | Research Analyst Joseph Elahi | Research Analyst Joe Liu | Research Analyst Kevin Liu | Research Analyst Brandon Russell