Discovery to buy Scripps Networks

Discovery Communications Inc is acquiring Scripps Networks Interactive Inc for $11.9 billion in a deal expected to boost the company’s negotiating leverage as pay TV operators lose subscribers and it seeks new audiences.

The acquisition, which was completed Sunday night and announced on Monday, brings together Scripps’ largely female audience of lifestyle channels such as HGTV, Travel Channel and Food Network with Discovery’s Animal Planet and Discovery Channel, which primarily has male viewers.

Despite expectations of $350 million in total cost synergies, many analysts questioned how the combined company would compete long term as viewers cut cords to cable providers and as advertising and ratings decline.

Discovery stock slid 8.6 percent to $24.50 while Scripps was up 0.5 percent to $87.31.

Discovery is paying 70 percent cash and 30 percent stock for Scripps. The total price of the deal is $14.6 billion including debt.

“While we believe the two companies are likely better positioned together, rather than apart, the longer-term issues facing the industry still remain,” wrote John Janedis, an analyst at Jefferies, in a note on Monday.

TV ratings and ad revenue are declining as young viewers opt to go online to watch shows and movies. Five of the largest U.S. pay TV providers posted subscriber losses during the second quarter.

The combined company’s larger programming slate might give it an advantage in negotiations for inclusion in skinny bundles, or economy-priced cable packages that offer fewer channels than a standard contract.

Post-merger, the company will offer 300,000 hours of content and capture about 20 percent share of ad-supported cable audiences in the United States, the company said on an analyst call Monday morning.

“The transaction supports and accelerates Discovery’s pivot from a linear TV-only company to a leading content provider across all screens and services around the world,” said David Zaslav, Discover’s chief executive officer, on the call.

The combined company would also have more muscle in negotiations with cable and other distributors when contracts come up for renewal, executives said.

By adding Scripps programming, Discovery could also launch its own “skinny bundle” of networks at a low cost, executives said.

U.S television networks and cable providers are under pressure as more viewers watch shows and movies on phones and tablets. There is also increased competition for viewers from streaming services such as Netflix Inc and Amazon.com Inc.

The combined company would be home to five of the top cable networks for women with over 20 percent share of women prime-time viewers in the United States, according to Discovery.

Scripps has been considered a takeover target since the Scripps family trust, which controlled the company, was dissolved five years ago.

Under the terms of the deal, Scripps CEO Ken Lowe would join the board of the combined company.

The deal requires regulatory and shareholder approvals. Major shareholders including cable magnate John Malone, Advance/Newhouse Programming Partnership and members of the Scripps family support the deal, according to the companies.

Discovery had tried unsuccessfully twice before to buy Scripps. Discovery outbid Viacom Inc for Scripps, Reuters reported first last week.

Guggenheim Securities and Goldman Sachs served as financial advisers to Discovery, while Debevoise & Plimpton served as the legal adviser.

Allen & Co LLC and J.P. Morgan Securities served as financial advisers to Scripps, while Weil, Gotshal & Manges worked as the legal adviser.

Evercore Group and Kirkland & Ellis respectively served as financial adviser and legal adviser to the Scripps family.

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