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CONFIDENTIAL
WALL STREET MASTERMIND
Sector Spotlight: January Recap
Sector Leads
| Media & Entertainment
Jagger Lambert
| Media & Entertainment
James Concepcion
| Technology
Pan
| Technology
Teddy Kesoglou
| Healthcare
Joe Ames
| Healthcare
Nina Chhor
Project Founders
Jagger Lambert
James Concepcion
CONFIDENTIAL
WALL STREET MASTERMIND
MEDIA, ENTERTAINMENT, & COMMUNICATIONS
Contributors
| Group Head
Jagger Lambert
| Group Head
James Conception
| Research Analyst
Joe Possumato
| Research Analyst
Joe Liu
| Research Analyst
Kevin Liu
| Research Analyst
Nolan De Jesus
3
TABLE OF CONTENTS Media & Entertainment
4-8
Film/TV Sector Update
I.
9-18
Sports Sector Update
II.
19-25
Gaming Sector Update
III.
26-46
Paramount Analysis
IV.
4
Film/TV Sector Update Media & Entertainment
4-8
Film/TV Sector Update
I.
9-18
Sports Sector Update
II.
19-25
Gaming Sector Update
III.
26-46
Paramount Analysis
IV.
5
22.4%
25.6%
17.7%
14.4%
12.8%
1.5% 1.2%
4.4%
2022 Domestic Box Office Market Share
NBCUniversal Disney Paramount
Sony WBD MGM
Lions Gate Other (Indepedents)
21.5%
22.3%
9.2%
11.0%
15.3%
2.5%
6.4% 11.8%
2023 Domestic Box Office Market Share
NBCUniversal Disney Paramount
Sony WBD MGM
Lions Gate Other (Indepedents)
The Box Office: 2023 Recap and the Road Ahead
*Sources: CapIQ, BoxofficeMojo, Deadline
Studios’ Performance at the Box Office
Theatrical Box Office Recovery Breakdown
• Lionsgate’s DBO (domestic box office) market share jumped from 1.2% in 2022 to 6.4% in 2023 due to the
release of John Wick: Chapter 4 and The Hunger Games: The Ballad of Songbirds & Snakes
o Independent studios are on a path to recover to pre-COVID levels as they saw a shock from the
pandemic due to difficulty around resuming production
o Paramount’s share went from 17.7% in 2022 to 9.2% largely due to the release of Top Gun Maverick, the
highest grossing film in 2022
o Disney was once again the top distributor for the third year in a row, with it’s 26 films grossing $2bn
(however, NBCUniversal overtook Disney’s spot in the global box office)
• The 2024 and 2025 box office is expected to decline from 2023 due to strike-related impacts, but will see a
rebound in 2026, with Wall St. hoping for a $10bn office in 2026
35.0%
19.4%
29.2%
22.4%
25.1%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
10.0
Spring Summer Fall Winter Total
2023 vs 2022 Domestic Box Office by
Season(in $bn)
2022 2023 % change
-4.4%
-81.4%
112.1%
64.4%
25.1%
-10.9%
-100.0%
-50.0%
0.0%
50.0%
100.0%
150.0%
0.0
2.0
4.0
6.0
8.0
10.0
12.0
2019 2020 2021 2022 2023 2024E
Domestic Box Office Recovery($bn.)
DBO % change
6
Lionsgate Spinning-off Studio in $4.6bn SPAC Transaction
*Sources: Hollywood Reporter, Lionsgate Investor Relations,
Transaction Overview
Lionsgate is spinning off its notable studio and 20,000-title content library from
Starz in a $4.6bn SPAC deal, in hopes to value the Starz and studio assets separately
and more generously
• The studio, made up of Lionsgate’s TV production and Motion Picture Group, as well as a
20,000-title film and TV library is combining with the blank check company Screaming
Eagle Acquisition Corp. led by Eagle Equity Partners
• The transaction is expected to generate Lionsgate gross proceeds of ~$350mm,
of which $175mm in financing is committed by institutional investors
• The NewCo. will be a publicly traded company with the ability to raise fresh
capital and merge with existing businesses
• In May 2023, Rosenblatt Securities valued Lionsgate’s library at $5.2bn,
implying a valuation higher than the studio is currently being valued at
• Lionsgate’s media networks, which mostly consists of Starz and 28mm global
subscribers, would remain in the existing Lionsgate company
• Additionally, Lionsgate acquired certain assets from Entertainment One from Hasbro for
$375mm, adding thousands of titles such as Yellowjackets, Naked and Afraid, and
Monopoly
“This transaction creates one of the world’s largest independent
pure play content platforms with the ability to deliver significant
incremental value to all shareholders” – Lionsgate CEO Jon
Feltheimer
Motion Picture TV Production Media Networks
Lionsgate LTM Revenue Mix
Lionsgate LTM Profit Mix
Motion Picture TV Production Media Networks
$1.62bn
34.5%
$1.50bn
32.1%
$1.57bn
33.3%
$186mm
26.1%
$307mm
43.0%
$221mm
31.0%
7
Lionsgate Pre & Post-Spin-Off Structures
*Sources: Hollywood Reporter, Lionsgate Investor Relations,
Lionsgate Pre-Spin-Off Structure
$1.62bn
34.5%
$1.50bn
32.1%
$1.57bn
33.3%
$186mm
26.1%
$307mm
43.0%
Lionsgate to spin
off studio for
$4.6bn, operating
under the blank
check company
Screaming Eagle
Acquisition Corp.
Film Studio Media Networks
*In May 2023, Rosenblatt securities valued Lionsgate 20,000 film & TV library
at $5.2bn, a 13% premium to the current value*
Lionsgate Post-Spin-Off Structure
Screaming Eagle
owns 12.7% of new
entity
The existing Lionsgate
remains majority
ownership of 87.3% of
the studio
 Lionsgate will receive $350mm in gross proceeds,
 $175mm already committed to institutional investors
 Morgan Stanley advised Lionsgate and Citi advised Screaming
Eagle on the transaction
8
Netflix Earnings Report and Share Price Gains: Successful Implementation of Ad Tier
*Sources: CNBC, Netflix Earnings Materials, Hollywood Reporter
Return to Acceleration of Revenue Growth
Earnings Decline
2.86 2.86
3.49
2.23
2.88
3.29
3.73
2.11
-10.00%
-5.00%
0.00%
5.00%
10.00%
15.00%
20.00%
0.00
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
Q1 2023 Q2 2023 Q3 2023 Q4 2023
Netflix2023NormalizedEPS
Consensus Actual Surprise
• January 23, 2024: Netflix released Q4 earnings that showed explosive revenue and
subscriber growth in levels unseen since 2020. Its stock price rose 10.7% in a single day
o Netflix share price rose 20% over the first month of 2024
• Almost all revenue increases in ‘23 were through subscriber growth
• Netflix’s international content drove subscriber adds. This also shielded it from the WGA
and SAG strike better than its competitors
• Growing focus on advertising tiers: MAUs (monthly average users)
• Ad memberships increased 70% on a quarter over quarter basis and now account for 40%
of all Netflix sign ups
• Expects double digit rev. growth to accelerate through FY 2024 (13.2%)
$7,970 $7,926 $7,852
$8,162 $8,187
$8,542
$8,833
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
$5,000
$6,000
$7,000
$8,000
$9,000
$10,000
Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23
Netflix Revenue Growth($bn.)
Revenue Y/Y % Growth
220.7 223.1
230.8 232.5
238.4
247.2
260.3
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
100.0
120.0
140.0
160.0
180.0
200.0
220.0
240.0
260.0
Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23
Netflix Subscriber Growth
Paid Subscribers (mm.) Y/Y % Growth
• Netflix missed earnings
projections for the first time in
2023
• However, net income was
reduced by significant non-
cash unrealized loss from forex
changes on company’s debt
• EPS was up 1658% on a Y/Y
basis so its decline on a Q/Q
basis was not negative enough
to offset great revenue and
subscriber news
9
Sports Sector Update Media & Entertainment
4-8
Film/TV Sector Update
I.
9-18
Sports Sector Update
II.
19-25
Gaming Sector Update
III.
26-46
Paramount Analysis
IV.
10
Amazon Makes Minority Investment into Diamond Sports Amid Bankruptcy Reorganization
How We Got Here
Background
• Diamond Sports Group is an operating company created to run regional sports
networks (“RSNs”) under “Bally Sports.”
• This was following Sinclair Broadcast Group’s $10.6bn deal with Fox in 2019; Fox was
required to divest these RSNs to comply with antitrust laws following their
investment from the Walt Disney Company
Coverage
• Nearly 4,500 live local professional telecasts each year across 18 RSNs, covering
around half of all MLB, NHL and NBA teams in the United States
• Offers variety of locally produced sports events and programs specific to each region.
• Diamond Sports also have minority investments in YES Network (New York
Yankees/Brooklyn Nets) and a joint venture with Marquee Sports (Chicago Cubs)
Deal Terms
Sources: Forbes, SBJ, The Athletic
Structure
• Prime Video to become primary streaming partner for RSNs, offering direct-to-
consumer content offered by RSNs, including live MLB, NBA and NHL games, and pre-
and post-game programming through Prime Video Channels
Finances
• Two-year convertible note $115mm (12.5% interest) from Amazon.
• Note contains equity option, which would convert into 15% equity of Diamond Sports
+ option to purchase additional 10% in equity for $50mm
• Provision of $495mm in liquidity from Sinclair Broadcast Group to support
restructuring and settle outstanding litigation
• Internal projections include revenues from streaming MLB, NBA and NHL games to
grow from $49mm in 2023 to $658mm by 2026
Commentary
• Deal allows Prime Video to expand their live sports lineup, increase brand awareness
for Amazon products and leverage TV broadcasts for increased subscriber count
• Current Live Sports lineup: Thursday Night Football (NFL), select in-market
New York Yankees (MLB) and Seattle Storm (WNBA) games
• Current documentaries: All or Nothing, Destination NBA, Coach Prime, etc.
• Deal involves investment in distressed assets, increasing likelihood for positive ROI
• Demographic of target audience favor strong viewership
• RSN regular season viewership has increased in 2023 (MLB up 7%, NHL up
12%, and NBA up 16%)
• MLB viewership is trending older (55+) and less diverse (male-dominated
domestic viewership, most growth is from overseas/outside of RSN
viewership, etc.), but NHL and NBA demographics are trending younger
Bally Sports Regional Sports Networks by TV Market
Plots are scaled to TV market size
= one team = two teams = three teams = joint ownership
11
ESPN – NFL Partnership
Deal Proposal
• Disney and NFL are in advanced discussions that would result in an exchange of
assets between the entities
• Disney to acquire: NFL Media (NFL.com, NFL Films, NFL Network, NFL
Mobile, NFL Now and NFL RedZone)
• ESPN to acquire: 10% equity stake in ESPN
• This proposed trade in assets would value NFL Media at an estimated $2.4bn (ESPN
was valued at $24bn by Bank of America Securities as of October 2023)
• This represents a tightening of relations between ESPN and the NFL, who previously
negotiated broadcasting rights for 25 NFL games, including “Monday Night Football,”
for roughly $2.6bn per year
Potential Transition to Direct-to-Consumer Model (“DTC”)
• NFL+ was launched in 2022, which includes NFL RedZone and postgame highlight
packages. However, ESPN could help transition the platform into a DTC model or raise
their bargaining position for future broadcasting negotiations with their
counterparties (NBC, Fox, CBS and Amazon) upon broadcasting deal expiry
$6,675 $7,110
$12,000
$0
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
2014 - 2018 2018 - 2022 2023 - 2033
NFL Broadcasting Revenue per Year (in mm)
AFC Package NFC Package Sunday Night Monday Night Thursday Night Sunday Ticket
Labor Negotiations
• 48.8% of broadcast-related revenues are allocated to the players union (the “NFLPA”).
• This deal would lower the present value of future broadcasting-related
revenues, and a deal would almost certainly be contested by the NFLPA
• Some solutions may include a lump sum compensation payment, or
negotiations in the next Competitive Bargaining Agreement
• Similar to other takeovers, there are rumors of operational efficiencies to take place
(decrease in SG&A expense, ESPN – NFL Network merger, etc.)
Precedent for other Strategic Partnerships (Apple – MLS)
• 10-year, $2.5bn global broadcasting deal for exclusive streaming on Apple TV
• Apple has already helped the MLS negotiate with global stars for their services,
offering increased TV-viewership-based incentives in exchange for player services
• MLS has previously seen some issues with liquidity; Apple historically carries one of
the largest cash balances for publicly-traded companies
• Growing viewership, favorable viewing demographics, increased interest in MLS after
the 2026 World Cup are some incentives for future investment into the league
• These factors suggest that in an effort to expand upon their current live sports
offerings (including MLS Season Pass, Friday Night MLB broadcasts), Apple could take
future equity ownership in MLS media rights, capitalizing on growing domestic and
international popularity of the league in a similar partnership as the ESPN – NFL deal
Sources: Forbes, SBJ, The Athletic
12
Consortium led by Carlyle’s David Rubenstein agree to acquire Baltimore Orioles
Franchise Overview
• The Baltimore Orioles are a professional baseball franchise that competes in Major
League Baseball (“MLB”) and is based in Baltimore, Maryland, USA. The Orioles’
ownership group, led by Peter Angelos, acquired the franchise in 1993 for $173mm.
• In addition to owning and operating the major league baseball club in Baltimore, MD,
the ownership group covers salary-related costs for their seven minor league teams
o These minor league affiliate teams are tasked with providing experience
o Once fully developed, these prospects will increase the quality of on-field
product at a fraction of the cost of a major league player, and having top
prospects usually correlates with future on-field success
o Ordered by classification, these affiliates are in: Norfolk, VA; Bowie, MD;
Aberdeen, MD; Salisbury, MD; Sarasota, FL; and the Dominican Republic
• Historically, they are an average, small/mid-market team, winning three World Series
Sources: Forbes, SBJ, The Athletic
Deal Terms
• David Rubenstein, a Carlyle Group cofounder, has agreed to acquire the Baltimore
Orioles. The deal will include an upfront equity purchase of 40% at a $1.725bn
valuation, with the remaining 60% to be purchased upon the death of Peter Angelos
o Peter’s son, John, will stay with the team as an advisor to the new owners until
his 60% equity is transferred to the new ownership group
o Structure of the deal is to minimize capital gains tax incurred by the Angelos
family, which would decrease substantially if the team is sold after the death
of Peter Angelos
o This variable is considered a “critical part of the family's thinking” in their
talks with potential buyers
• Latest financial executive to acquire a sports franchise (Josh Harris/Washington
Commanders, Tom Gores/Detroit Pistons, Steve Cohen/New York Mets, etc.)
Baseball Statistics in 2023
101 – 61 Team Record (wins – losses, ranked 2nd out of 30 MLB teams)
1.9mm Ballpark Attendance (23,911 per game, +36% YoY, ranked 21st)
$1.725bn Enterprise Value (18th highest out of 30 MLB teams, +25% YoY)
444 Prospect Points (metric for quality + quantity of prospects, ranked 1st)
Financial Statistics in 2023
6 Number of Top 100 Prospects (ranked by MLB.com, ranked 2nd)
+24.6% YoY Enterprise Value Growth (2nd highest)
$109.7mm Player-related Expenses (salaries + bonuses + incentives, 27th highest)
$264mm Revenue (23rd highest, +5.2% YoY)
$45.0mm Gate Receipts (includes club seating)
$67.0mm Operating Income (4th highest)
13.3% Debt / EV (includes stadium-related debt, 9th highest)
6.5x Revenue Multiple (11th highest)
2.8mm Metropolitan Area Population (24th highest)
13
Baltimore Orioles: Comparison and Variables
Sources: Forbes, SBJ, The Athletic
Franchise Valuation Variables
Positive Effects
• Sustained success, postseason
appearances and championships
• Market Size
• Media Contracts
• Investment in facilities
• Strong and consistent revenues
(tickets, merchandise, media
rights and sponsorships)
Negative Effects
• High costs (payroll) and debt
CAGR since acq.
Current EV
Revenue Multiple
Revenue (Year of acq.)
Purchase Price
Year
MLB Team
--
--
6.5x
$264mm
$1,725mm
2024
Baltimore Orioles
8.25%
2,900mm
6.8x
362mm
2,475mm
2020
New York Mets
6.27%
1,200mm
4.1x
244mm
1,000mm
2019
Kansas City Royals
-5.11%
1,000mm
6.3x
206mm
1,300mm
2017
Miami Marlins
9.15%
4,800mm
6.3x
318mm
2,000mm
2012
Los Angeles Dodgers
8.14%
1,750mm
4.2x
189mm
800mm
2012
San Diego Padres
12.51%
2,250mm
3.1x
196mm
615mm
2011
Houston Astros
11.65%
2,225mm
2.9x
206mm
593mm
2010
Texas Rangers
Commentary
Current Solutions
• At 6.5x revenue, this is considered a marginal overpay; however, this can be offset with increasing franchise valuation CAGRs as well as the team’s promising future.
• Alleviation of franchise uncertainty: eliminates uncertain state of ownership, which could have seen the franchise move to another city.
• Anticipated increase in payroll: the franchise is expected to increase their salary-related costs, both bringing in free agents to win in the immediate future as well as guarantee their
ownership over their young prospects, with the goal to increase their likelihood in sustained success over the next decade. This is considered a welcome change for the franchise and
would allow them to compete with more wealthy teams in the American League, such as the New York Yankees and the Boston Red Sox.
Going Forward
• Franchise EV is expected to increase at a faster rate than normal. Industry consensus anticipates a promising future, with many top prospects and a relatively large amount of
deployable capital (luxury tax space, or the team’s budget before incurring competitive balance tax expense. This should lead to increased merchandising and ticket revenues.
• Investment in facilities: the Orioles’ stadium lease at Oriole Park at Camden Yards includes an optional extension that is contingent in ownerships’ investment in the community
surrounding Oriole Park at Camden Yards.
• MASN variable: the Washington Nationals and Baltimore Orioles, co-owners of MASN (the RSN that televises their games) have been entangled in an ugly legal dispute for many years
regarding how much money the Nationals should get in rights fees. New ownership is expected to negotiate a compromise that will ensure future revenues for both franchises.
14
Baltimore Orioles: Projecting Future Value
Sources: Forbes, SBJ, The Athletic
Cases
Due to the current competitive balance of the MLB, teams are typically expected to have a competitive window at least once per decade (every franchise has made the
postseason once since 2014). Market size directly affects the aggregate EV, but the more important factors for EV CAGR are team success, cost efficiency and favorable
terms for stadium and media rights. These factors are the largest weights we considered for our cases.
Best Case
• Upper Quartile CAGR used (13.56%); team success is consistent and strong through the next decade, with the team extending their top prospects to long contracts, greatly
increasing ticket and merchandising related revenues. Additionally, ownership successfully negotiates good terms for their MASN dilemma with the Washington Nationals. The
team joins the St. Louis Cardinals (10th highest EV) and Seattle Mariners (highest YoY CAGR) as valuable small market teams with promising futures.
Base Case
• Median CAGR used (11.29%); team achieves multiple playoff appearances, but bloated payrolls and poor facility investments and media rights greatly increase operating costs.
Worst Case
• Lower Quartile CAGR used (10.02%); ownership fails to negotiate good media rights terms as the team fails to take advantage of their competitive window. Ownership continues to
maintain their high operating revenues by minimizing costs at the expense of on-field performance, which lowers the overall growth of the franchise.
$0.5bn
$1.5bn
$2.5bn
$3.5bn
$4.5bn
$5.5bn
$6.5bn
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
Enterprise
Value
Year
Franchise Enterprise Value
Historic EV
Projected EV (Worst Case)
Projected EV (Base Case)
CAGR of Franchise (Last 10 Years)
Team
10.73%
Baltimore Orioles
11.58%
MLB Average
6.76%
MLB Minimum
10.02%
MLB Lower Quartile
11.29%
MLB Median
13.56%
MLB Upper Quartile
16.76%
MLB Maximum
EV: $1.0bn
Last Postseason
Appearance
until 2023
EV: $1.713bn
Postseason Appearance, young
prospects show promise
EV (Best): $6.1bn
EV (Base): $4.9bn
EV (Worst): $4.5bn
15
ESPN/NCAA Reaches New 8 Year Deal
Deal Content
• The NCAA has agreed with ESPN on 8-year deal that is worth $115mm
annually
o Expiring deal was worth $40mm annually, a nearly 3x increase
• NCAA leverages women basketball’s increasing ratings to bolster the value of
new contract
o $65mm annually is associated with women basketball, or 57% of the
annual contract value
o $65mm is approximately 10x the annual amount in the previous
agreement
• The deal will be in effect from September 2024 through the middle of 2032
• ESPN will have broadcasting rights to 21 women and 19 men championship
games
3.5 3.7 4.1
4.9
9.9
2018 2019 2021 2022 2023
NCAA Women's Basketball National Championship
Viewership (in millions)
Sources: WSJ, SportsMediaWatch, CNBC, Nielsen
COVID Lockout
Commentary
• Women sports’ popularity has been undeniably growing. According to Nielsen
Fan Insights, lack of coverage for women sports affects approximately 22% of
U.S. population in keeping up with women athletics
• With 57% of the annual contract value directly tied to women basketball
tournament, concerns around the sustainability of women basketball also
exist
• The stardom associated with college stars Caitlin Clark and Angel Reese was
certainly a driving force for record viewership in the 2023 NCAA women
championship game. Therefore, it is not unreasonable to question what
happens after the two leaves for the WNBA
• Data shows that 4 of the top 10 most watched NCAA women tournament
games before the Final Four on ESPN/ABC occurred in 2023, but only one of
those games featured Caitlin Clark or Angel Reese
• Other collegiate women sports have also notched record viewership
• The next major upcoming media rights deal will be the NBA, and this
NCAA/ESPN deal will have certain comparison value on how much the next
NBA deal will be worth
• Overall, we believe that ESPN’s annual price of $115mm seems
undervalued and a good grab. ESPN can continue to create more value out
of this deal with strategic internal decisions such as providing more coverage
to induce advertisers and external factors such as the growth of sports betting
16
Growth of NCAA Women's Sports
Sources: SBJ, SportsMediaWatch, CNBC, NCAA
915
694
1200
1186
1540
2200
0
500
1000
1500
2000
2500
2021 2022 2023
Women’s Sweet 16 and Elite 8 Average Viewership (in 1000s)
Sweet 16 Elite 8
830
1850
1190
4100
992
1600
786
4900
1020
1600 1700
9900
0
2000
4000
6000
8000
10000
Gymnastics Women College World
Series
Division 1 Women's
Volleyball
Women Basketball
Women’s Championship Round Average Viewership (in 1000s)
2021 2022 2023
17
Other Notable Sports Media Rights Gains
• Old deal
o $55mm annually with CBS
• New deal
o 10 years, ~$300mm annually with
ESPN
• Annual Payout Increase
o 445%
• Old deal
o $1.5bn annually
• New deal
o 7 years, $1.76bn annually with ESPN,
FOX, and TBS
• Annual Payout Increase
o 17%
• Old deal
• $300mm annually with NBC
• New deal
• $400mm and $225mm annually from
ESPN and Turner Sports,
respectively
• Annual Payout Increase
• 108%
• Old deal
o $820mm annually
• New deal
o 7 years, $7.7bn or $1.1bn/year
• Annual Payout Increase
o 34%
• Old deal
o $5.9bn annually
• New deal
o 11 years, $113bn or ~$10bn/year
• Annual Payout Increase
o 69%
• Old deal
o ~$440mm annually
• New deal
o 7 years, $1bn annually with CBS,
FOX, NBC, and Peacock
• Annual Payout Increase
o 127%
18
Netflix/WWE Raw
Netflix Dives Into “Sports Entertainment”
• On 1/23/24, Netflix announces its 10-year, $5 billion partnership with WWE
Raw, starting in 2025
• Upon release of the news, WWE’s holding company TKO Group Holdings’ stock
price rose approximately 18%
• This deal comes as a win-win for both sides
• Netflix’s decision to pursue live entertainment greatly compliments its
ad-tier subscription. It also further puts Netflix ahead of the pack in an
intense streaming war
• On the same day, Netflix announced that it added 13.1mm net paid
subscriber in Q4, crushing consensus estimate of 8.9mm and WWE
seeks to revive declining viewership with Netflix’s subscriber base of
over 260mm
• According to Netflix, Raw is the top show on USA Network, attracting
17.5mm unique viewers annually
• Along with cord-cutting, is the aging fanbase of WWE
• WWE’s shift from traditional cable to streaming may also come as a
strategic move to target younger demographics
• According to Netflix, Raw is one of the best performing shows on USA
Network for the advertising demographic of 18-49
• Live entertainment, not sports
• Important thing to note is that Netflix’s co-CEO Sarandos clarified that
Netflix is not in the pursuit for “sports” rights and defines WWE as
“sports entertainment”
• This could signal that investors should not expect Netflix to be in the
bidding right for upcoming major sports league’s media rights such as
the NBA
260
200
150
95
63
0
50
100
150
200
250
300
Netflix Amazon Prime
Video
Disney Max Paramount
Top 5 Streaming Subscriber Base (in mm)
Sources: Netflix, Yahoo Finance, New York Times, WSJ
2.42
1.88
1.76 1.73 1.69
-25%
-20%
-15%
-10%
-5%
0%
0
1
2
3
2019 2020 2021 2022 2023
WWE Raw Historical Viewership Numbers and Change (in mm)
Average Viewership per Episode YoY Change
19
Gaming Sector Update Media & Entertainment
4-8
Film/TV Sector Update
I.
9-18
Sports Recap
II.
19-25
Gaming Sector Update
III.
26-46
Paramount Analysis
IV.
20
Gaming Macro Overview: 2023 Summary — Q4 Recovery
2.5 2.5 2.3
3.4 3.1
4.1
1.0 1.0 0.7 0.8 0.6
1.6
6.7
4.4
0.2
4.3
0.3
3.7
0.2 0.5 0.5 1.4 0.5
0.3
6.6
0.4
4.6
1.6
98.5
1.8
1.2
0.2 1.2
5.9
2.1
5.9
15.7
7.2 7.2
9.3
101.9
9.6
2.4
1.6
2.3
7.4
3.2
7.8
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 Q4
2021 2022 2023
Total Transaction Value ($B)
Private Placement Public Offering M&A
102.0
104.0
146
122
92
123
0
20
40
60
80
100
120
140
160
Q1 Q2 Q3 Q4
2023
Deal Volume (# of Deals)
• M&A activity increased with 43 deals announced, up from 33 in the previous quarter. No high-value deals were reported, but activity remained robust for
smaller/mid-sized transactions, many with undisclosed values. Significant deals of the quarter included Aonic/nDreams, Keywords/The Multiplayer Group,
MTG/Snowprint, and Devolver/System Era
• Private financing garnered over $600 million across 162 deals in Q4, signaling a return to pre-COVID levels
• Over 85% of the financing was directed towards seed and early-stage companies, indicating investor caution towards mid to late-stage investments
• The public gaming sector experienced a robust recovery, with the Drake Star Gaming Index growing over 13% and recouping previous losses
• M&A spike in Q1 2022 was a result of the acquisition of Activision by Microsoft
Gaming
Rebounds
in Q4
Market sees a much-needed surge
in activities in Q4 of 2023, with
deal volume increasing
significantly for the first time
since Q4 of 2024
Sources: DrakeStar
21
Macro Overview: 2024 Predictions
• Projects in development are set to launch in a highly
competitive games market
• Live-service games depend on long-term player
engagement, reducing opportunities for new projects as
players focus on fewer, premium titles
• Following a wave of layoffs and unsuccessful big gaming
investments post-2023, companies are expected to be
cautious in 2024
• The industry is facing a restructuring due to a drop from the
high engagement and spending of 2020-2021 and the
financial shifts post-COVID with rising interest rates
• The influx of cash and investments seen during the
pandemic has dwindled, de-prioritizing the funding of large
new projects
o Game companies are likely to implement risk
reduction strategies, such as avoiding new
intellectual properties (IPs)
o The focus will be on creating sequels and leveraging
existing IPs to ensure continued engagement
• Ongoing exploration into small-experience AAA titles,
exemplified by games like "Assassin's Creed Mirage" and
"Marvel’s Spider-Man: Miles Morales.“
Main Drivers in 2024
Sources: NewZoo
“I see 2024 as a year of stabilization and adjustments
compared to what we have experienced recently. A
lot has happened in the market since COVID. 2024
should not be marked by as many major disruptions
and should instead remain in a form of continuity
with what has already been observed recently. This
brings its share of challenges, but also opportunities.”
-Romain Bingler, Ubisoft
“Our industry is still balancing out after the boom we
had during COVID. While studios are closing and
people are losing jobs, there are also new
opportunities through new studios opening. As
investors are more careful now, demand for research,
advice, and consultancy grounded in experience will
be more important for studios & investors.”
-Andre Persson, Project 369 Group
Expert Outlook
91%
9%
0%
Global games market
revenues will increase in
2024
Agree or completely agree
Neither agree, nor disagree
Disagree or completely disagree
55%
27%
18%
The number of released
games will grow in 2024
Agree or completely agree
Neither agree, nor disagree
Disagree or completely disagree
64%
18% 18%
Chart The games market
will experience significant
M&A in 2024
Agree or completely agree
Neither agree, nor disagree
Disagree or completely disagree
Opinions of Games Market Leaders and Experts
22
Mobile Gaming Outlook
• Hybrid Casual Games Gain Traction: Hybrid casual games, which blend elements from hyper-casual and more in-depth gaming experiences, are on the rise. Their growth is
expected to continue, though possibly at a slower pace than before, as the novelty of the genre settles
• Subscription Models Flourish: More mobile games are adopting subscription models, offering players access to a broader range of content and exclusive benefits. This trend follows
the wider industry shift towards subscription services across various sectors
• AR Innovations: Augmented Reality (AR) in mobile gaming remains an area ripe for innovation. Despite some disappointments in the AR gaming space, the potential for new,
groundbreaking AR games is signi icant, as indicated by the successful launches of titles like "Monster Hunter Now"
• Social Gaming and Live Events: Social features in mobile games, such as in-game chat and guilds, are becoming more prevalent. Moreover, live events are increasingly used to keep
players engaged with fresh and timely content
• Cross-Platform Play Expands: Cross-platform gaming continues to grow, with players appreciating the ability to play on any device. Services like Google Play Games for PC have
made it easier for mobile games to be enjoyed on other platforms, contributing to this trend
• Declining Blockchain Gaming Interest: Despite previous hype, blockchain gaming has seen a decrease in interest and investment from game developers, with many major studios
scaling back their blockchain game development plans
RPG
30%
Strategy
13%
Match
13%
Casino
10%
Simulation
10%
Action
6%
Shooting
5%
Party
4%
Others
9%
Global Mobile Games Genres by Spend
$190
$240
$295
$336
$362
$402
0.00%
5.00%
10.00%
15.00%
20.00%
25.00%
30.00%
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
2019 2020 2021 2022 2023 2024E
Global Mobile Ad Spend ($B)
Ad Spend YOY Growth
23
Mobile Outlook
Hypercasual
28%
Simulation
18%
Action
9%
Kids
7%
Puzzle
5%
Match
5%
Racing
4%
Tabletop
4%
Others
20%
Global Mobile Games Genres by Downloads
• Hypercasual games dominate in downloads and are evolving to offer deeper engagement through
blended mechanics
• These games have successfully acquired large user bases and are shifting focus towards increasing
user engagement and retention
• New genres like Avatar Life and Party Royale are emerging as potential disruptors in the gaming
industry
Hypercasual Games Continue to Drive the Largest Share of Downloads
• Strategy and RPG genres are gaining on the casino genre in monetization, particularly in US and
Canada
• These popular genres often include online multiplayer elements, showing a user preference for social
and connected gaming experiences
• Cross-play features are becoming more common, allowing progress continuity and platform-agnostic
competition in top games
Strategy and RPG are Among the Most Successful Genres for Game Monetization
• Social and multiplayer features in games are expected to continue being popular in 2024, with a focus
on maintaining connections as pandemic restrictions diminish
• Mobile gaming is making core gaming experiences more accessible and 'casual' due to the
convenience and capabilities of smartphones
• Cross-platform playability is bolstered by the increasing power of mobile devices, aligning mobile
gaming closer to 'core' gaming experiences
• Connected games, which allow for social interaction and multiplayer experiences, are projected to
drive the most consumer spending in the mobile gaming sector and are anticipated to grow
significantly in the coming years
Creative Sandbox and Genres with Online & Social Features Will Further Drive Global
Gaming Time
Sources: Data.ai
24
Multi-Game Subscriptions
Stalls in Subscription Growth
• Industry consensus is that multi-game subscriptions won’t disrupt the
gaming ecosystem as consumption pace and content offerings dissuade
players from driving platform growth
• Reluctance in gaming licensing agreements among Indie developers
signals the gloomy outlook among external developers in subscription
gaming platforms
• Many platforms rely on legacy premium AAA titles, with developers
hesitant to release new titles as it cannibalizes premium revenue that they
can’t afford given R&D costs
• Particularly as companies are cutting down projects to focus on
core revenue drivers, most notably premium games
Competition With Evolving Platforms
• Popular gaming titles are pivoting to the platform model as they introduce new
player offerings in collaboration with other brands
• Fortnite released various versions of its PvP game, most recently with its LEGO
Fortnite game targeted towards younger audiences
• ROBLOX is diversifying its content base to include brands and products well-
known to older demographics
• As free-to-play platforms generate revenue with in-game purchases, evolving
platforms have significantly lower barriers to entry compared to subscription
gaming platforms
Future of Multi-Game Subscriptions
• While current platforms host AAA titles, developers are seeking to reserve
subscription catalogs for indie, AAA, and small developer games
• Mostly due to the high R&D, marketing, and distribution costs of new and
highly-anticipated AAA titles ranging from the $50-100mm range
• Major players are finding limited success in mobile and small title games,
albeit with much lower growth potential and limited disruption to the gaming
ecosystem and player behavior
40%
market
share in
APAC
region
25
Gaming Industry Restructuring
Gaming Industry Restructuring
ByteDance/Nuverse Divestiture
• Bytedance is seeking to restructure and divest its global gaming arm Nuverse,
formed in 2019 as a strategic push into gaming
• It is additionally seeking buyers for Moonton Technology, its gaming
development subsidiary and Pico, its VR arm
• Bytedance continues to pivot back to its core social media platforms after its
$5bn entry throughout 2019 into the global gaming industry
• Headwinds behind the divestiture include a declining gaming industry in China
from 2022-2023, high barriers to entry, Chinese regulatory environment, and
untimely gains from prior investments into gaming subsidiaries
• While the move includes many popular brands and titles, the Nuverse arm only
generates ~$1bn in revenue compared to Bytedance’s $54bn throughout H1
2023
Industry-wide Layoffs
• Major players throughout the gaming industry announced layoffs following years
of expansive acquisitions, citing unsustainable growth
• Microsoft announced laying off 1,900 across Activision Blizzard, ZeniMax and
Xbox following its $68.7bn acquisition of Activision Blizzard
• Amazon’s Twitch announced a 35% reduction in workforce (~500 employees)
following a restructuring centered on long-term stability
• Riot Games plans to lay off 11% of its headcount (~530 employees) in a bid to
refocus on core development and sustainable growth
$182.9 bn
$184.0 bn
$189.3 bn
$197.1 bn
$205.7 bn
$170.0
$175.0
$180.0
$185.0
$190.0
$195.0
$200.0
$205.0
$210.0
2022 2023E 2024E 2025E 2026E
Global Games Market Forecast
Focus on Sustainable Growth
• Following a period of significant spending booms in 2020 and 2021, companies are facing a
more competitive product landscape with less runway to realize returns on significant
projects
• Cash that has flooded the market is drying up as projects aren’t realizing returns in a post-
COVID gaming environment
• Companies are on the defensive and shoring up risky projects and refocusing on core
offerings and popular titles while seeking to run a leaner operation
26
Paramount Analysis Media & Entertainment
4-8
Film/TV Sector Update
I.
9-18
Sports Sector Update
II.
19-25
Gaming Sector Update
III.
26-46
Paramount Analysis
IV.
27
*Sources: CapIQ, Hollywood Reporter, Seeking Alpha
Allen Media Group $30bn TEV bid for Paramount Global
 During the night of January 30th Byron Allen and his company Allen Media Group submitted an
offer to the board of Paramount Global for all of Paramount Global
 His offer included acquiring all of Paramount’s outstanding shares for $14.3 bn and assuming the
$15bn of debt which equates to an approximate TEV of $30bn
o The offer is $28.58 per voting share and $21.53 per non-voting share which is a 50%+
premium to the share price on January 30th
 The stock price jumped 13% the following day before declining: net gain of 5%
 Allen has stated his goal is to keep the cable & streaming assets and sell of Paramount Studio, the
company’s real estate, and some of its IP
Details of offer for Paramount
Who is Byron Allen & Allen Media Group
Likelihood of Deal
Paramount Global Assets (Non-Exhaustive)
 Byron Allen is a media mogul who is the CEO of Allen Media Group (Founded in 1993)
 He originally started his career as a stand-up comedian, before pivoting to tv production
 Allen Media group and its production studio (Entertainment Studios) has been one of the most
acquisitive media companies over the past two decades
o It purchased the film distributor Freestyle Releasing, the Weather Channel, and a
significant equity stake in Fox Sports Networks
 Allen has grown Allen Media Group to be valued at over $4.5 bn and is known as one of the most
successful media entrepreneurs
 While the offer is very attractive and being heavily considered by the board there are other
bidders like Skydance & David Ellison (son of Larry Ellison) that might be preferred
 There is some skepticism about the financial ability of Allen Media group to pull the deal off
 Byron Allen has a history of making unaccepted offers on media assets (ABC, BET)
Because of the significant deterioration of Paramount Global’s
share price over the past two years as well as the M&A chatter
we decided to do a deep dive in examining whether we felt it was
a good investment
*Simon & Schuster Sold by Paramount Global in Q3 2023
28
*Sources: CapIQ, Hollywood Reporter, Seeking Alpha
Investment Thesis Overview
We believe that Paramount Global is allowing for an attractive entry point given its steep discount to comps and the fact that it trades at historical
lows – we believe there are several meaningful catalysts in 2024 across business segments that the market is not accounting for. We derived an
implied upside of 36.7% to the current market price
#4. M&A, Investments, Partners
 FCF position is artificially deflated because of the ShowTime integration ($1.67bn),
further misleading the markets about PARA’s true financial performance
 Paramount is on a better underlying trajectory for FCF growth due to a stronger EBITDA
margin and content cost efficiencies that should reduce the aggregate spend
#3. Streaming flexibility gives
clear path to profitability
#2. CBS strength to offset cable
TV headwinds
#1. Financial profile is artificially
deflated
 The current market is putting a lot of weight on the cord-cutting trend – while it’s
present, PARA is well-positioned to navigate the downturn through its CBS assets
 PARA’s TV media segment is poised to operate through 2024 with quadrennial tailwinds,
those being the 2024 Super Bowl & the 2024 US Presidential election
 Paramount+ continues to signal momentum with a recent 61% jump in revenues, 16%
ARPU increase, and 2.7mm net sub ads. coupled with the #1 FAST service, PlutoTV
 Massive consolidation in the highest growth Indian streaming market between PARA,
DIS, WBD, Reliance, and others creates pricing power opportunities
 Paramount has garnered multi-billion dollar offers for various assets – the company is
positioned to create value through the sale of “non-core” assets
 The company has the flexibility to pursue “non-technical” mergers (licensing
partnerships & bundling) with Big Tech and other legacy media companies
29
-75.0%
-65.0%
-55.0%
-45.0%
-35.0%
-25.0%
-15.0%
-5.0%
5.0%
15.0%
25.0%
Paramount Global (NasdaqGS:PARA) - Share Pricing Warner Bros. Discovery, Inc. (NasdaqGS:WBD) - Share Pricing
Netflix, Inc. (NasdaqGS:NFLX) - Share Pricing The Walt Disney Company (NYSE:DIS) - Share Pricing
Lions Gate Entertainment Corp. (NYSE:LGF.A) - Share Pricing S&P 500 (^SPX) - Index Value
Comcast Corporation (NasdaqGS:CMCSA) - Share Pricing
*Sources: CapIQ
Media & Entertainment Industry Landscape
Since the beginning of 2022, legacy media companies’ stock prices have been down due to various macroeconomic and secular factors:
 The drop can be attributed to the shift to a capital-intensive streaming model with simultaneous cord-cutting, leading all studios but NFLX to be consistently profitable
 The industry is coming off a 148-day SAG-AFTRA union(s) strike, heavily impacting theaters, studios and film slates (though theaters saw a rebound in 2023)
 Big Tech becoming a player in the streaming world, sports media rights inflation,& rapid consolidation, all lead to the industry navigating in unfamiliar territory
30
*Sources: CapIQ, 10-Q SEC Filings Q3’23
Paramount Global Overview
Key Business Commentary
#1. Resilience of the traditional
linear cable TV
#2. Streaming flexibility gives
clear path to profitability
#3. Financial position is
artificially deflated
#4. M&A, Investments, Partners
Paramount Global is a global diversified media company created through the
CBS & Viacom merger in 2019. Key assets include CBS Network, local broadcast
stations, Showtime, MTV, BET, Paramount Studios, Paramount+, and Pluto TV.
The company is controlled by the Redstone family through National
Amusements Inc.
Key Business Segments
 Direct-to-Consumer:
 Made up of Paramount+, BET+, PlutoTV (#1 FAST service), and Noggin
 Paramount+ revenue grew 61% and subs. surpassed 63mm in Q3’23
 Global viewing hours across Paramount+ & PlutoTV grew 46%, and
advertising revenue grew 18%
 TV Media:
 Primary revenue driver of company: Strong content slate including NFL on
CBS, NCAA Mens Basketball, Yellowstone, and The Amazing Race
 PARA has the phenomenally lucrative March Madness & NFL rights
(through CBS) until 2032-2033
 Derives revenue from cable affiliate fees, advertising, and licensing
 Filmed Entertainment:
 Studio is home to notable franchises including Mission Impossible
Transformers, Scream, Star Trek, Teenage Mutant Ninja Turtles, PAW Patrol,
and more. In 2022 had highest grossing movie of the year domestically
(Top Gun Maverick)
 Licensing revenue comprises 70-80% of segment
 Primary theatrical distribution partner of Apple TV
68.6%
10.7%
20.7%
$3.2bn
$6.3bn
$20.8bn
TV Media DTC Filmed Entertainment
$20.8bn
68.6%
$20.8bn
68.6%
$6.3bn
20.7%
$3.2bn
10.7%
34.13%
41.69%
2
2.75…
Advertising Subscription Licensing Theatrical
$12.6bn
41.7%
$6.5bn
21.4% $10.3bn
34.1%
$832m
2.8%
LTM Segment & Revenue Mix
Financial Summary
$ in USD millions 2020A 2021A 2022A 2023E
Revenue $25,285 $28,586 $30,154 $29,595
% growth 13.1% 5.5% (1.9%)
Gross Profit 10,290 10,842 10,309 10,135
% margin 40.7% 37.9% 34.2% 34.2%
EBITDA 4,569 6,687 2,747 2,831
% margin 18.1% 23.4% 9.1% 9.6%
EBIT 4,139 6,297 2,342 2,401
% margin 16.4% 22.0% 7.8% 8.1%
31
Investment Thesis #1 – Financial position is artificially deflated
FCF position is artificially deflated because of the ShowTime
integration in Q1 ‘23 ($1.67bn), the sale of Simon & Schuster ($1.62bn)
to reduce net leverage by 0.5 turn, and strike effects overestimated
 Higher EBITDA and a lack of production due to the strikes drove much stronger
FCF in Q3, which should be similar in Q4
 2023 SAG-AFTRA strikes created an opportunity for Paramount to roll
over older content while significantly decreasing investing in new
content allowing the creation and preservation of cash flow
 2023 inventory delayed to 2024 and 2024 inventory delayed to 2025
 Licensing revenue (not theatrical revenue) makes up 70%+ of filmed
entertainment segment with low variation regardless of film releases
 Equates to less entertainment OpEx in 2024: results in higher margins
 Management has been, and continues to be, very focused on driving cost
efficiencies throughout the company, including the $700mm in identified
annual cost synergies from the integration of Showtime into Paramount+
 Management increased 2023 DTC EBITDA guidance, including a meaningful
better trajectory for the business in 2025
 The improvement is driven by the combination of lower costs, as well as
the impact of price increases at Paramount+ and sub. growth
 We estimate Paramount+ ARPU growth in ‘24 will be 16% (below
20% stated by management), driven by price increases, and organic
advertising revenue growth
$735
$652
$428 $411 $391 $384
$612
$52
$99
$77
$130
$71 $69 $73
$0
$100
$200
$300
$400
$500
$600
$700
$50
$70
$90
$110
$130
$150
$170
$190
Q1-22 Q2-22 Q3-22 Q4-22 Q1-23 Q2-23 Q3-23
FCF
Capex
FCF CAPEX
Paramount is on a better underlying trajectory for FCF growth due to a stronger EBITDA
margin and content cost efficiencies that should reduce the aggregate spend
*Sources: Q3’22 10Q, 10k, Deutsche Bank Research, Wells Fargo Research.
Catalyst 2: Consolidation and DTC breakeven in 2025
Catalyst 1: Impact of writers and actors strikes disrupts trend of
content and distribution expenses
in $USD millions 2020A 2021A 2022A 2023E 2024E 2025E 2026E 2027E
Total Revenue
TV Media $21,120 $22,734 $21,732 $20,586 $20,529 $19,443 $18,516 $17,721
Growth 7.6% (4.4%) (5.3%) (0.3%) (5.3%) (4.8%) (4.3%)
Direct-to-Consumer 1,815 3,327 4,904 6,061 7,362 8,656 9,756 10,473
Growth 83.3% 47.4% 23.6% 21.5% 17.6% 12.7% 7.4%
Filmed Entertainment 2,470 2,687 3,706 3,144 3,373 3,465 3,643 3,875
Growth 8.8% 37.9% (15.2%) 7.3% 2.7% 5.1% 6.4%
Eliminations 120 162 188 196 202 208 214 218
Growth 35.0% 16.0% 4.0% 3.5% 3.0% 2.5% 2.0%
Total Revenue 25,285 28,586 30,154 29,595 31,062 31,356 31,701 31,851
Growth 13.1% 5.5% (1.9%) 5.0% 0.9% 1.1% 0.5%
Gross Profit 10,290 10,842 10,309 10,135 11,413 11,740 11,849 11,683
Margin 40.7% 37.9% 34.2% 34.2% 36.7% 37.4% 37.4% 36.7%
EBITDA 4,569 6,687 2,747 2,831 3,977 4,212 4,256 4,057
Margin 18.1% 23.4% 9.1% 9.6% 12.8% 13.4% 13.4% 12.7%
32
*Sources: Q3’22 10Q, 10k, Deutsche Bank Research, Wells Fargo Research.
Investment Thesis #1 (Continued) – Financial position is artificially deflated
As Paramount continues to sell “non-core” assets, putting some or most of the
proceeds to retarring debt, and increase in cash flow
 The sale of “non-core” assets such as Simon & Schuster can use proceeds to
paydown debt - decreasing Paramount’s leverage while creating consolidation
of assets (leverage ratio is expected to drop to 3.6x range by 2024)
 Deleveraging efforts will allow Paramount to decrease its fixed charges
from the cost of the debt as well as a better allocation of cashflow in future
years across content creation, new partnerships, and platform development
 We expect in our models Paramount to be very conservative in revenue growth while boosting
its margins and cash flows through cost-cutting opportunities and integration
 FCF/Margin improvement is being driven by:
 Company’s routine adjustment of the capital structure: Paramount
opportunistically enters transactions to manage their outstanding debt maturities
allowing them to operate more freely and which could make its shares a more
attractive investment
 Restructuring expenses coming down: Paramount incurred $585mm, in
restructuring and merger-related charges in 2022 and $200mm in 2023 that are non-
recurring
 Most of these charges were due to realignment as Showtime was being
integrated into Paramount+ further driving cost consolidation and business
transformation – this consolidation will be key factor to margin improvement
4,569
6,687
2,747
2,831
3,977 4,212 4,256 4,057
1,908
2,005
1,522
1,444
1,601 1,615
1,592
1,516
1,000
1,200
1,400
1,600
1,800
2,000
2,200
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
2020 2021 2022 2023 2024 2025 2026 2027
EBITDA Total Fixed Charges
Deleveraging Efforts
4.3x
2.6x
5.8x 5.2x 3.6x 3.3x 3.2x 3.2x
5.1x
6.9x
11.5x
6.7x
3.6x
2.5x 2.7x 2.7x
x
2x
4x
6x
8x
10x
12x
2020 2021 2022 2023 2024 2025 2026 2027
Total Debt / EBITDA Total Debt / Adjusted CFO
Catalyst 3: Paramount’s Focus On Cash Flow and Margin Improvement is
Helping The Company’s Long-term Health and Capital Allocation
in $USD millions 2020A 2021A 2022A 2023E 2024E 2025E 2026E 2027E
Leverage Ratios
Senior Debt / EBITDA 3.84x 2.35x 5.12x 4.49x 3.07x 2.83x 2.78x 2.92x
Senior Debt / Adjusted CFO 4.54x 6.08x 10.22x 5.70x 3.05x 2.10x 2.34x 2.41x
Total Debt / EBITDA 4.32x 2.65x 5.77x 5.21x 3.61x 3.31x 3.18x 3.21x
Total Debt / Adjusted CFO 5.11x 6.85x 11.51x 6.62x 3.59x 2.46x 2.67x 2.64x
Coverage Ratios
EBITDA / Interest 4.43x 6.78x 2.95x 3.44x 5.07x 5.54x 5.83x 5.84x
Adjusted CFO / Interest 3.74x 2.62x 1.48x 2.71x 5.10x 7.47x 6.94x 7.09x
(EBITDA - Capital Expenditure) / Interest 4.12x 6.42x 2.57x 3.01x 4.63x 5.10x 5.38x 5.39x
(Adjusted CFO - Capital Expenditure) / Interest 3.43x 2.26x 1.09x 2.28x 4.66x 7.03x 6.50x 6.63x
EBITDA / Total Fixed Charges 2.39x 3.34x 1.80x 1.96x 2.49x 2.61x 2.67x 2.68x
Adjusted CFO / Total Fixed Charges 2.02x 1.29x 0.90x 1.54x 2.50x 3.51x 3.18x 3.24x
Altman Z Score 1.82x 1.95x 1.68x 1.72x 1.80x 1.78x 1.76x 1.73x
33
Investment Thesis #2 – CBS strength in a declining cable TV market
TV Media Segment Drivers
 While the ad market has softened for linear TV, it certainly hasn't for the NFL as it has
continued its dominance in viewership (93/100 top programs in 2023 viewership)
 CBS’s NFL games were 7 of the top 15 NFL games in 2023, had an average of
20mm viewership per game, and a 2% increase in ratings per game over last
season (even as cable subscriptions dropped)
 CBS will be airing the Superbowl in February – CBS has the Superbowl every 4 years
 It sold 100% of its ad inventory three months in advance at $7mm per 30 sec
advertisement:
 On average there's 50 minutes of ads. for a Superbowl
 That equates to $700mm in ad. revenue (up $100mm from what Fox received
last Superbowl)
 $700mm in ad revenue in one event is equal to 8.4% of Paramount Global's total 2023E
TV Media Segment ad revenue and 2.4% of 2023E Total Revenue
 This development has us projecting TV Media ad revenue to rise in 2024 and the overall
TV Media segment to be flat in 2024 (even with subscription declines)
*Sources: Forbes, Axios Pro, Nielsen, SportsMedia Watch
Resistance to Linear Decline
Catalyst 1: Strength of NFL boosts ad revenue offsetting cable subscription
decline, 2024 Superbowl creates meaningful earnings impact
While the decline of Cable TV is real and meaningful, it does not affect all players
equally – Paramount Global's sports, political programming and contracts give it
leverage in shielding itself from the decline better than its competitors
19.9
2.0%
-30%
-20%
-10%
0%
10%
20%
30%
0.0
5.0
10.0
15.0
20.0
25.0
30.0
35.0
40.0
45.0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
Average
CBS NFL Games of 2023 Season (Chronological)
2022-2023Season NFL Game Average
Viewership(CBS)
Average Viewership (mm.)
% Change Over Ratings Comp (2021-2022)
in $USD millions 2020A 2021A 2022A 2023E 2024E
TV Media 1.1 22734.0 21732.0
Perecent of Total Revenues 83% 80% 72% 70% 66%
Advertising $9,062 $10,105 $9,345 $8,364 $8,489
Affiliate & Subscription 8,037 8,413 8,258 8,093 7,891
Licensing & Other 4,021 4,216 4,129 4,129 4,150
Total TV Media $21,120.0 $22,734.0 $21,732.0 20585.6 20529.4
% growth 7.6% (4.4%) (5.3%) (0.3%)
34
Investment Thesis #2 (Continued) – CBS strength in a declining cable TV market
 Charter and Comcast are the two largest cable providers, serving 30mm+ subscribers – approximately 38% of
Paramount Global’s TV Media revenue is from affiliate & subscription fees paid by these cable providers
 Getting beneficial terms (high fee/sub.) from cable companies is key to maintaining TV Media Revenue
 In December Paramount Global was entering a deal with Comcast where many believed they would have to make
the same concessions as Disney had in its 2023 Charter deal
 However, due to the strength of NFL viewership, Paramount was able to extend its previous deal with
Comcast through 2026 and maintain all of its channels
 This is a sign that Paramount will be able to get a similar (or better) deal with Charter
 Negotiations with Charter will begin taking place in February (Deal must be signed by April):
 This runs at the same point as CBS will air the Superbowl, then the UEFA Champions League Round of 16,
and then the NCAA Men’s Tournament “March Madness”
 Gives the company significant leverage in negotiations. We believe the company will receive a higher
per subscriber fee in their next multiyear contract which will increase share price which will offset
the costs of cable subscription decline
 Paramount Global's primary sports properties (the NFL, UEFA Champions League, and NCAA men's basketball
tournament) are under contract until 2030-2033: no new negotiation is beneficial
 In the last election cycle, there was $8.5bn spent on political ads
 Increased polarization leads to increased advertising spend (30% higher than projected and 100%
higher than in 2016)
 80% of ad. spend came on Broadcast/Cable, and while that will likely drop, the CAGR of political ad spend
will more than offset that drop
 CBS election coverage and hosting of debates will lead to boost in revenue segment in 2024
*Sources: Forbes, Axios Pro, Morgan Stanley
* Industry Sports Media Rights Payment CAGR expected to be 7.3%
through 2030
5.3
7.1
12.1
12.9
15.9
0
2
4
6
8
10
12
14
16
18
2016 2018 2020 2022 2024E
U.S Political Advertising Spend
(in $bn.)
0
0.5
1
1.5
2
2.5
3
3.5
4
2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
CBS Sports Annual Media Rights Payments (in bn.)
NFL Package UEFA Champions League NCAA Men's Basketball Tournament
0.1% CAGR (through 2030)
Catalyst 2: Advantageous timing of when CBS has the Superbowl & March Madness
Catalyst 3: Election Year and increased political ad. spend benefits TV Media
35
1.1 1.1
6.0
4.2
1.6
18.0
Global FAST Research
Pluto TV Growth
Our Model Pluto TV Growth Global FAST
Pluto TV Revenue Growth vs Global FAST Market
(in $bn.)
2022 2028E
Investment Thesis #3 – Streaming flexibility gives clear path to profitability
*Sources: 10Ks, Investor Presentations,
The unprofitability of streaming has been a primary negative driver in the decrease in market value for Paramount.
However, there are clear signs that Paramount’s DTC segment will overperform in the coming year. The market has
overly focused on Paramount+ while missing the earnings potential for Pluto TV & international operations
 Q3’23 earnings report showed DTC gaining momentum in terms of revenue, subscriptions, and profitability:
 Profitability improvement occurred 6 months ahead of management predictions
 30.1% DTC EBITDA growth from Q2‘23 to Q3’23 (LTM worse due to Showtime Integration expenses in Q1), revenue &
subscriber growth among industry highs: price increases did not result in churn increase
 Bundling: Paramount integrated Showtime content into Paramount+, close to a deal with Apple TV on bundling agreement, in
discussions with WBD on bundling deal, Q3 2023 bundle deals with Delta, Amazon, & Walmart+
 More competitors have expressed a willingness to bundle in 2024 which will reduce churn & DTC OpEx for all parties:
Nearly every industry CEO has stated a desire to bundle with competitors in 2024
 Free Advertising Streaming TV (FAST) is (ironically) the fastest growing segment of TV (20% CAGR)
 Paramount has the largest & most successful FAST (Pluto TV): low OpEx & high revenue growth to boost DTC segment.
Global FAST’s 2023 research states that Pluto TV will 4x revenue from 2022-2028 & represent 22% mkt. share
*Model very conservatively assumes steep declining
revenue/MAU & increased FAST competition
High growth Pluto TV
Catalyst 1: DTC Earnings Growth Through Pluto TV Performance & Bundling
DTC Delta in subscribers, revenue, and operating income
Q3 2022 subs. Q3 2023 subs. 2022 Revenue LTM Revenue 2022 EBITDA LTM EBITDA
Subs.
+(-)
Revenue
Delta
Profit
Delta ARPU
Disney + 102.9 112.6 $8,188 $10,327 ($4,015) ($2,612) 9.4% 26.1% 34.9% $7.99
Netflix 230.7 247.2 $31,615 $32,742 $5,632 $6,007 15.8% 3.6% 6.7% $11.42
MAX 96.1 95.1 $9,693 $10,076 ($1,596) ($59) -1.0% 4.0% 96.3% $8.78
Hulu 47.2 48.5 $10,796 $11,226 N/A N/A 2.8% 4.0% N/A $19.55
Lionsgate 16.8 18.8 $1,536 $1,546 $788 $699 -87.8% 8.7% -11.3% $7.24
Peacock 21.0 28.0 $2,100 $2,995 ($2,515) ($2,898) 33.3% 42.6% -15.2% $10.19
Average 85.8 91.7 $10,655 $11,485 ($341) $227 -4.6% 14.8% 22.3% $10.86
Median 71.7 71.8 $8,941 $10,202 ($1,596) ($59) 6.1% 6.3% 6.7% $9.49
Paramount+ 46.0 63.4 $2,767 $3,895 ($1,819) ($1,748) 37.8% 40.8% 3.9% $5.93
36
239.0
421.0
665.2
997.8
1416.8
1898.6
2392.2
2021A 2022A 2023E 2024E 2025E 2026E 2027E
Paramount DTC Ad Rev. Excl. Paramount+ &
Pluto (in $bn.)
Investment Thesis #3 (Continued) – Streaming flexibility gives clear path to profitability
*Sources: Forbes, Axios Pro, Nielsen, Variety, Business Today
Paramount
Global
Reliance
(Media Operations)
Bodhi Tree
Viacom 18
(maintains 13.5%
ownership)
Jio Cinema
51%
13%
49%
60%
13%
Disney
(Indian Business
Segment)
49%
Merger benefits Paramount in giving it controlling stake in Jio Cinema
Final effective Jio Cinema ownership: 55.6% for Paramount Global, 15.7% for
Reliance, 15.1% for Disney, 6.9% for Vicacom18, and 6.7% for Bodhi Tree
Dec. 2023: Disney Hotstar
merged with Reliance Media and
they will contribute $1.5 bn. in
additional funding to Viacom18
& Jio Cinema
April 2023: Reliance
Industries merged its
media business with
Paramount Global and
Bodhi Tree under
Viacom18
 The problem for US media companies in the Indian market has historically been
the low ARPU and abundance of competition from other media players
 Wave of consolidation: Previously, Paramount Global’s Indian streaming service “Jio
Cinema” was competing with Reliance Industries' media unit (India’s largest
company), Disney, Sony, Zee TV, Amazon, and Netflix, and other players for streaming
 End result is Viacom 18 and Jio Cinema becoming the biggest media players in India
across linear and streaming by every metric: viewership, content, subscribers,
revenue – AVOD (48% of streaming revenue in India) increases substantially and
pricing increases boost margins
 Leading driver in boosting the company’s DTC ad. revenue
India DTC Operations Ownership Structure (Post-Mergers)
Catalyst 2: Heavy Consolidation in Indian Entertainment Landscape of
2023 Gives Paramount Heavy Pricing Power & Cost Optimization
37
Investment Thesis #3 (Continued) – Streaming flexibility gives clear path to profitability
India OTT Market Share Analysis
*Sources: PWC, Yahoo Finance
India OTT Market Growth Analysis
15%
36%
12%
22%
15%
India Streaming Viewership Market Shares (post
integration)
Sony+Zee Jio Cinema (Voot+Hotstar+JioCinema) Netflix Prime Video Other
1.8
3.5
0.0
1.0
2.0
3.0
4.0
2023 2027
Indian OTT Market Size (in
$bn.)
Why Focus on India?
 India has one of the fastest growing OTT (streaming) market of any country and has a
CAGR of almost 2x the rest of the globe, where the most opportunity for DTC revenue
and profitability improvement lie
How do the mergers directly benefit Paramount?
 As part of the Disney Reliance deal, all Disney Hotstar content (Disney, Hulu, Fox), will be
available on Jio Cinema which will be in addition to Paramount Global content, all WBD &
NBCU content (through multiyear licensing deals), the IPL and World cup (two most
viewed sports matches/tournaments in India), creating a content giant
What about threats from Amazon/Netflix or recent Sony/Zee Merger?
 Given that AVOD makes up 48% of the OTT revenue in India, we focused on viewership
market share. Paramount’s Jio Cinema will now have the same market share as its two
largest competitors combined – it will have substantial leverage over advertisers
and be able to raise prices given its content and viewership
14.3%
7.4% 8.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
India OTT
CAGR
China OTT
CAGR
Global OTT
Market CAGR
OTT CAGR Comparison
(2023-2027)
*Voot was Viacom
18’s streaming
service, being
integrated into Jio
Cinema
38
*Sources & Footnotes: WBD – Warner Brother Discovery, CMCSA – Comcast
ATVI – Activision
Investment Thesis #4 – M&A, Investment, and Partnership Opportunities
As the broader media & entertainment space faces consolidation, Paramount Global is well positioned to take advantage of M&A and investment opportunity,
whether that be an entire sale, offloading certain assets, or “non-technical” mergers in the form of content bundling & licensing
1. Offloading “non-core” assets
 PARA has increasingly said one of their core goals now is to reduce leverage
 PARA sold off Simon & Schuster to KKR for $1.62bn, all-cash, in October 2023
 Proceeds will be used to decrease leverage 0.5x turn
 Our SOP analysis indicates that the company’s core assets alone (CBS, Paramount+,
Pluto TV, and Paramount Studios) represent a higher TEV than the current company
has; furthermore, selling the assets would reduce leverage from 5.2x (including
Simon & Schuster Sale) to 3.1x
 BET alone garnered a $3.5bn offer from Bryon Allen
 Offer is up 75% from Tyler Perry’s $2bn offer earlier this year
2. Skydance Media & RedBird Capital
 A potential partnership could come from David Ellison (Founder & CEO of
Skydance Media) and Gerry Cardinale (Founder & Managing Partner of
RedBird Capital – Skydance talks with Redstone have been the most
advanced
 RedBird/Skydance wouldn’t technically buy PARA, rather they’d be
purchasing Shari Redstone’s NAI, and control the company through her 10%
economic stake (78% voting stake)
 In the past, Paramount and Skydance media have co-produced films
(Transformers, Mission Impossible, Top Gun Maverick)
3. Streaming Consolidation 4. Sale/Merger with WBD, CMCSA
 On 12/19/2023, David Zaslav (CEO of Warner Bros. Discovery) and Bob
Bakish (CEO of Paramount) held preliminary talks about a potential merger
 Sources believe that Zaslav is eyeing the CBS broadcast network, its local
stations, as well as CBS News and CBS Sports
 A deal would allow WBD to sell off CNN and not overpay for NBA
media rights as NFL rights and CBS news are of more value
 Comcast, while conservative in deal talks, could strike a successful deal with
PARA
 Comcast & WBD likely to pay a significant control % premium due to the
abundance of revenue & cost synergies
 Paramount+ could massively improve profitability and minimize churn
 Scenario A: Paramount+ operates on a standalone basis, while also offering various
different bundles with other legacy media companies, Big Tech, or
telecommunications businesses
 Apple and Paramount have been in talks regarding a potential bundle
 Verizon has been looking to tap into streaming via bundles
 Scenario B:
 Paramount+ and other streamers like WBD's Max or Comcast's Peacock
cease to have individual streaming platforms and bundle their streaming
platforms together
 This would create the most cost savings and would look like the cable model
39
*Sources: CapIQ, Hollywood Reporter
Investment Thesis #4 – We see a plethora of value creation across assets
Paramount Global “non-core” assets
“Non-core” asset offers
 Assets determined “non-core” are those that are far removed from the main
operations of Paramount (PARA+, CBS, PARA studio)
 Paramount should sell off these “non-core” assets to receive $5.9bn in proceeds,
which can be used to reduce its leverage profile
 Current 2023E Total Debt/EBITDA is 5.2x – putting these assets up for
sale would reduce leverage 2.1 turns to 3.1x
 Paramount has begun to sell of “non-core” assets with the $1.67bn sale of Simon &
Schuster to KKR (said proceeds used to pay down debt)
 Additionally, Paramount has received interest for its BET and Showtime networks
from various suitors over 2023 at substantial premiums
in $USD millions
Non-Core Assets Valuation Multiple Range TEV Range Median TEV
Segment Method Statistic
BET LTM Revenue $1,500 0.6x - 1.7x $855 - $2,535 $2,025
Nickelodeon LTM Revenue $662 1.5x - 3.6x 972 - 2362 1,601
Combination of other
partially owned media
LTM Revenue $1,132 1.0x - 3.4x 1,132 - 3,826 1,347
Miramax LTM Revenue $96 0.7x - 2.6x 69 - 250 147
ShowTime LTM Revenue $800 0.6x - 3.1x 448 - 2,496 792
2023E Leverage Leverage post-sale
5.2x 4.5x
3.9x
3.5x
3.4x
3.1x 3.1x
Divested Assets
BET $2,025
Nickelodeon $1,601
Other
Media
$1,347
Miramax $147
ShowTime $792
Divested Assets EV $5,912
Date Aug. 2023 Dec. 2023 Feb. 2023
Bidder Tyler Perry Byron Allen David Nevins
Asset BET BET Showtime
Offer $ $2bn $3.5bn $3bn
Premium/Discount
to SOP
(1.2%) 75.0% 278.8%
TEV/LTM Revenue 1.3x 2.3x 3.8x
40
*Sources: CapIQ, Wells Fargo Equity Research, Hollywood Reporter, WSJ, Reuters
Investment Thesis #4 – After “non-core” sales, standalone company is compelling
 Through SOP Analysis, after selling all noncore assets, core assets, the
assets remaining still have an implied EV greater than the company’s
current EV
 Taking the most conservative multiple of comps from the various assets
(~1.0x) the assets have an implied EV of at least $25,163bn, which leads to
a 27.4% premium to the current market share price
 Therefore, the company can massively reduce leverage by selling off
assets and still be undervalued, largely benefiting investors
Skydance now owns 31.5m PARA Class – A shares, worth
~$650mm + significant premium (effective control of PARA)
Merge Skydance with Paramount studio, receive
transaction proceeds at significant premiums, a much
simpler business left over, driving shareholder value
Raise an all-cash bid
for Redstone’s NAI
stake
*Citi’s sum-of-the-parts analysis derived an EV of $38bn with a share price of $38*
in $USD millions
Core-Assets Valuation Multiple Range TEV Range Median TEV
Segment Method Statistic
CBS assets LTM Revenue $18,479 1.0x - 1.3x $17,740 - $24,022 $22,175
Paramount+ LTM Revenue $3,200 0.8x - 1.3x 2,592 - 4,192 3,584
Pluto TV LTM Revenue $1,195 1.0x - 2.9x 1,195 - 3,441 1,422
Paramount Studios LTM Revenue $3,246 1.1x - 5.9x 3,636 - 19,022 10,387
Low Median High
Total Firm Value $25,163 $37,568 $55,677
Less: Net Debt (14,042.0) (14,042.0) (14,042.0)
Total Equity Value $11,121 $23,526 $41,635
Shares Outstanding 651.4 651.4 651.4
SOP Price per share $17.07 $36.12 $63.92
Current Share Price $14.43 $14.43 $14.43
Premium/(Discount)
to Market
18.3% 150.2% 342.8%
Prescedent Transactions
Closing Date Purchase Price Acquirer Target Implied EV/LTM Rev. Implied EV/LTM EBITDA
14-Jun-18 $85.4bn AT&T Time Warner 2.7x 9.6x
20-Mar-19 $71.3bn The Walt Disney Company Twenty-First Century Fox 1.3x 4.2x
17-Mar-22 $8.5bn Amazon.com, Inc. MGM Holdings Inc. 5.9x 27.5x
8-Apr-22 $43.0bn Discovery, Inc. Warner Media, LLC. 1.3x 5.0x
12-Sep-23 $9.3bn Endeavor WWE 7.0x 27.3x
Mean 3.6x 14.7x
Median 2.7x 9.6x
41
Paramount Global DCF Valuation – Implied Upside of 36.1%
Commentary
Primary Assumptions
• High EBITDA growth in 2024 through new cable
carriage deals, non-recurring restructuring expenses in
2023, DTC consolidation & ARPU growth, and improved
theatrical profitability over 2023
• CapEx declining due to company’s stated focus on
consolidating operations (both content and offices)
• Cash savings from generally decreasing inventory
balance across the projection period due to reduced
content spend & lower leverage reducing interest
1. DTC profitability not improving due to ARPU growth
being offset by stagnating or declining subscribers
a) Bundling DTC services with competitors facing
the same issue would allow more pricing
power and reduce churn
2. Advertising revenue continues to drop on linear TV as
they shift money to streaming (impacting EBITDA)
a) Simulcast more sports matches on DTC to
recapture advertising dollar shift
3. Possibility of having to refi debt at higher interest rate
a) Sale of non-core assets to reduce leverage
Risk Factors & Mitigants
• Changes in Working Capital & Amort. of content costs…
are so high due to nature of inventory (content) and
DIO>365. Inventory rolls of balance sheet and expensed a
year after there is a cash spend on content
• Amortization expense within “D&A” is relatively low
given that majority of company’s) intangible assets are
tested for impairment and not amortized
Discounted Cash Flow Analysis (TV multiple method & Gordon growth method)
in $USD millions 2023E 2024E 2025E 2026E 2027E
EBITDA $2,831 $3,977 $4,212 $4,256 $4,057
D&A (414) (401) (388) (373) (386)
Operating Income (EBIT) 2,401 3,560 3,808 3,867 3,654
Taxes (427) (634) (678) (688) (650)
After-Tax EBIT 1,974 2,927 3,130 3,179 3,004
Depreciation 384 371 358 343 356
Amortization 30 30 30 30 30
Content Impairment 16 16 16 16 16
Stock Based Compensation 167 185 189 189 186
Amortization of Content Costs and Participation and Residuals Expense (non-cash) 14,695 14,648 14,568 14,748 15,040
Changes in Working Capital (14,945) (15,390) (14,266) (15,172) (15,530)
Capital Expenditure (excl. financed Capital Expenditures) (360) (351) (342) (333) (315)
Purchase of Intangible Assets (20) (20) (20) (20) (20)
Unlevered Free Cash Flow $1,941 $2,416 $3,662 $2,981 $2,768
Terminal Value (Gordon Growth Method) $28,752
Terminal Value (EBITDA Multiple Method) $28,560
TV Present Value (using Gordon Growth TV method) $1,755 $1,977 $2,710 $1,995 $19,085
TV Present Value (using EBITDA multiple TV method) $1,755 $1,977 $2,710 $1,995 $18,969
$20 5.0x 6.0x 7.0x 8.0x 9.0x
7.6% $16.24 $20.57 $24.90 $29.22 $33.55
8.6% $14.79 $18.92 $23.05 $27.18 $31.32
9.6% $13.41 $17.36 $21.30 $25.25 $29.20
WACC 10.6% $12.10 $15.87 $19.64 $23.41 $27.18
11.6% $10.85 $14.46 $18.06 $21.67 $25.27
12.6% $9.66 $13.11 $16.56 $20.01 $23.45
13.6% $8.53 $11.83 $15.13 $18.43 $21.73
Implied Share Price at Assumed WACC & TV Multiples
TV Multiple
Terminal Value (Multiples Method)
Terminal Multiple 7.0x
Terminal Value $28,560
Present Value of Terminal Value $18,969
Enterprise Value $27,406
Plus: Cash on Balance Sheet 1,804
Minus: Noncontrolling Interest (570)
Minus: Market Value of Debt (15,846)
Equity Value $12,794
Shares Outstanding (in millions) 651.4
Market Value / Share $19.64
Current Share Price $14.43
Implied Upside (Downside) 36.1%
42
Paramount Global Valuation Overview
Our implied share price is $19.73 a 36.7% premium
to the current market price, and an 11.3% premium
to the 52-week average
* Median of M&A Comps lower due to majority of similar transactions taking place before 2022 when the industry was more stable
*Excluding revenue multiples across valuation methods which produced share prices in excess of $70
Premiums to various prices
Current share price (2/2/2024) 36.7%
52-week low 87.7%
52-week high (23.9%)
1-month VWAP 32.3%
3-month VWAP 44.1%
6-month VWAP 41.1%
12-month VWAP 39.1%
Valuation Output Summary Premiums
Current Share Price (as of 2/2/2024) $14.43
Base Case $19.73 36.7%
85.4 #DIV/0! discount
Downside Case $16.61 15.1%
-100.00%
Upside Case $22.54 56.2%
-100.00%
Extreme Downside $12.98 (10.0%)
$- $10.00 $20.00 $30.00 $40.00 $50.00 $60.00 $70.00
DCF (Exit Multiples Method)
DCF (Perpetuity Growth Method)
Sum-of-the-Parts
Implied EV/ LTM EBITDA
EV/EBITDA 23E
EV/EBITDA 24E
25th to Median
Median to 75th
Implied Price/Share
Trading Comps
M&A Comps
Sum-of-the-Parts
DCF Analysis
43
Appendix 1 – Trading Comps & Media TEV/EBITDA multiples
in millions except for share price data
Company
Closing Price
(1/19/2024)
52-Week
High
% of
52-Week
High
Shares
Outstanding
Equity
Value
Enterprise
Value
EV/
EBITDA
22A
EV/
EBITDA
LTM
EV/
EBITDA
23E
EV/
EBITDA
24E
EV/
Revenue
22A
EV/
Revenue
LTM
EV/
Revenue
23E
EV/
Revenue
24E
Dividend
Yield
Warner Bros. Discovery $10.35 $16.34 63.3% 2,439 $25,240 $70,459 16.5x 12.0x 6.7x 6.6x 2.9x 1.7x 1.7x 1.7x NM
The Walt Disney Company $93.06 $118.18 78.7% 1,830 $170,328 $213,654 15.2x 12.9x 12.8x 11.8x 2.6x 2.4x 2.4x 2.3x 0.7%
Comcast Corporation $43.35 $47.46 91.3% 4,025 $174,488 $271,846 6.5x 6.9x 7.2x 7.0x 2.0x 2.2x 2.3x 2.2x 2.7%
Netflix $482.95 $503.41 95.9% 492 $237,708 $218,252 21.3x 31.9x 29.7x 23.3x 4.5x 6.9x 6.5x 5.7x NM
Lions Gate Entertainment $10.66 $12.09 88.2% 235 $2,505 $6,446 23.5x 13.2x 23.2x 13.5x 2.0x 1.6x 1.7x 1.6x NM
Fox Corporation $28.73 $37.26 77.1% 483 $13,871 $19,036 6.7x 6.3x 6.3x 7.0x 1.4x 1.3x 1.4x 1.3x 1.7%
Nexstar Media Group $172.53 $217.76 79.2% 34 $5,849 $12,845 5.8x 7.8x 8.9x 5.8x 2.8x 2.3x 2.4x 2.3x 3.1%
Q1 6.5x 6.9x 6.7x 6.6x 2.0x 1.6x 1.7x 1.6x 0.9%
Mean 13.6x 13.0x 13.5x 10.7x 2.6x 2.6x 2.6x 2.4x 2.0%
Median 15.2x 12.0x 8.9x 7.0x 2.6x 2.2x 2.3x 2.2x 1.7%
Q3 21.3x 13.2x 18.0x 11.8x 2.9x 2.7x 2.4x 2.3x 3.0%
Paramount Global $13.40 $25.93 51.7% 651 $8,729 $25,078 8.0x 12.0x 8.9x 6.3x 0.8x 0.8x 0.9x 0.8x 1.5%
0.0x
5.0x
10.0x
15.0x
20.0x
25.0x
30.0x
35.0x FIlm/TV Company TEV/LTM EBITDA Changes
Paramount Global (NasdaqGS:PARA) - TEV/EBITDA Warner Bros. Discovery, Inc. (NasdaqGS:WBD) - TEV/EBITDA
Lions Gate Entertainment Corp. (NYSE:LGF.A) - TEV/EBITDA Comcast Corporation (NasdaqGS:CMCSA) - TEV/EBITDA
The Walt Disney Company (NYSE:DIS) - TEV/EBITDA Netflix, Inc. (NasdaqGS:NFLX) - TEV/EBITDA
44
Appendix 2 – Content spend, streaming prices, segment revenues & EBITDA analysis
$0.00
$20.00
$40.00
$60.00
$80.00
$100.00
$120.00
$140.00
2019 2020 2021 2022 2023
Ad-Free Streaming Prices Per Month
2019-2023
Netflix Disney+ MAX Hulu Peacock Paramount+ Prime AppleTV
2,747 2,831
3,977 4,212 4,256 4,057
(2,500)
2,500
7,500
12,500
17,500
22,500
2022A 2023E 2024E 2025E 2026E 2027E
Segment Revenue vs EBITDA Breakdown
(in $bn.)
TV Media Revenue TV Media EBITDA DTC Revenue
DTC EBITDA Filmed Entertainment Revenue Filmed Entertainment EBITDA
Total EBITDA
-10%
0%
10%
20%
30%
40%
50%
60%
0
5,000
10,000
15,000
20,000
25,000
2022 2023 2024 2025 2026 2027
Model Segment Revenue Growth/Decline (in bn.)
TV Media Direct-to-Consumer TV Media Growth
DTC Growth Total Growth
45
Appendix 3 – Weighted Average Cost of Capital Calculation (WACC)
DCF WACC Calculation
WACC Calculation
Cost of Equity
Shares Outstanding (in mm.) 651.4
Share Price (as of 1/11/23) $13.35
Market Value of Equity 8696.2
Unlevered Beta Adjusted for Cash 1.25
Cash on Balance Sheet 1804
Market Value of Debt and Equity 24542.2
Cash/Market Value of Debt and Equity 7.4%
Unlevered Beta 1.16
Tax Rate 17.8%
Debt/Equity Ratio 182.2%
Levered Beta 2.91
Risk-Free Rate (30- Year Treasury Bond) 4.41%
Risk Premium 5.70%
Cost of Equity 21.0%
WACC 10.6%
Cost of Debt
Revolving Credit Facility (1 mnth. Sofr + 1.00%) 0.0
Miramax Credit Facility (1 mnth. Sofr + 3.00%) 55.0
Finance Leases (3.6%) 10.0
Senior Secured Notes (5.97% Blended Coupon) 8,749.0
Senior Debentures (5.97% Blended Coupon) 5,261.0
Junior Debentures (6.45% Blended Coupon) 1,771.0
Market Value of Debt 15846.0
Pre-Tax Cost of Debt 5.9%
After-Tax Cost of Debt 4.8%
46
Appendix 4 – Direct-to-consumer growth drivers
DTC Segment Growth Drivers
in $USD millions 2020A 2021A 2022A 2023E 2024E 2025E 2026E 2027E
Direct-to-Consumer 1815.0 3327.0 4904.0
Percent of Total Revenues 7% 12% 16% 20% 24% 28% 31% 33%
Advertising 686.0 1298.0 1533.0
Pluto TV MAUs 43.1 64.4 78.5 88.8 99.1 109.1 118.5 126.9
Pluto TV Revenue/MAU (dollar amount) 13.0 16.4 14.2 13.5 12.9 12.3 11.9 11.5
Pluto TV Revenues 562.0 1,059.0 1,112.0 1,194.8 1,273.4 1,345.9 1,410.5 1,465.3
Other Streamers Ad Revenue 124.0 239.0 421.0 665.2 997.8 1416.8 1898.6 2392.2
Total Advertising Revenue 686.0 1,298.0 1,533.0 1,860.0 2,271.2 2,762.7 3,309.1 3,857.5
Subsription Revenue 1129.0 2029.0 3371.0
Paramount+ Subscribers 11.7 32.8 55.9 62.6 68.4 72.8 75.6 76.3
Paramount+ Subscription Revenue/Subscriber (dollar amount)
53.6 41.1 49.5 59.6 69.2 77.1 82.5 84.6
Paramount+ Revenue 627.0 1,347.0 2,767.0 3,734.3 4,732.5 5,619.8 6,238.6 6,458.6
Other Subcribers 18.2 23.3 21.4 18.8 16.4 14.1 12.0 10.1
Other Subscripition Revenue/Subscribers 27.6 29.3 28.2 24.8 21.9 19.4 17.4 15.6
Other Subcription Revenue 502.0 682.0 604.0 466.7 358.5 273.8 207.8 156.8
Total Subscription Revenue 1,129.0 2,029.0 3,371.0 4,201.0 5,091.0 5,893.5 6,446.5 6,615.3
Total DTC Segment $1,815 $3,327 $4,904 $6,061 $7,362 $8,656 $9,756 $10,473
% growth 83.3% 47.4% 23.6% 21.5% 17.6% 12.7% 7.4%
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
Joe Possumato
| Research Analyst
Joe Liu
| Research Analyst
Kevin Liu
| Research Analyst
Nolan De Jesus

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WSMM_Media_January.pdf

  • 1. CONFIDENTIAL WALL STREET MASTERMIND Sector Spotlight: January Recap Sector Leads | Media & Entertainment Jagger Lambert | Media & Entertainment James Concepcion | Technology Pan | Technology Teddy Kesoglou | Healthcare Joe Ames | Healthcare Nina Chhor Project Founders Jagger Lambert James Concepcion
  • 2. CONFIDENTIAL WALL STREET MASTERMIND MEDIA, ENTERTAINMENT, & COMMUNICATIONS Contributors | Group Head Jagger Lambert | Group Head James Conception | Research Analyst Joe Possumato | Research Analyst Joe Liu | Research Analyst Kevin Liu | Research Analyst Nolan De Jesus
  • 3. 3 TABLE OF CONTENTS Media & Entertainment 4-8 Film/TV Sector Update I. 9-18 Sports Sector Update II. 19-25 Gaming Sector Update III. 26-46 Paramount Analysis IV.
  • 4. 4 Film/TV Sector Update Media & Entertainment 4-8 Film/TV Sector Update I. 9-18 Sports Sector Update II. 19-25 Gaming Sector Update III. 26-46 Paramount Analysis IV.
  • 5. 5 22.4% 25.6% 17.7% 14.4% 12.8% 1.5% 1.2% 4.4% 2022 Domestic Box Office Market Share NBCUniversal Disney Paramount Sony WBD MGM Lions Gate Other (Indepedents) 21.5% 22.3% 9.2% 11.0% 15.3% 2.5% 6.4% 11.8% 2023 Domestic Box Office Market Share NBCUniversal Disney Paramount Sony WBD MGM Lions Gate Other (Indepedents) The Box Office: 2023 Recap and the Road Ahead *Sources: CapIQ, BoxofficeMojo, Deadline Studios’ Performance at the Box Office Theatrical Box Office Recovery Breakdown • Lionsgate’s DBO (domestic box office) market share jumped from 1.2% in 2022 to 6.4% in 2023 due to the release of John Wick: Chapter 4 and The Hunger Games: The Ballad of Songbirds & Snakes o Independent studios are on a path to recover to pre-COVID levels as they saw a shock from the pandemic due to difficulty around resuming production o Paramount’s share went from 17.7% in 2022 to 9.2% largely due to the release of Top Gun Maverick, the highest grossing film in 2022 o Disney was once again the top distributor for the third year in a row, with it’s 26 films grossing $2bn (however, NBCUniversal overtook Disney’s spot in the global box office) • The 2024 and 2025 box office is expected to decline from 2023 due to strike-related impacts, but will see a rebound in 2026, with Wall St. hoping for a $10bn office in 2026 35.0% 19.4% 29.2% 22.4% 25.1% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 Spring Summer Fall Winter Total 2023 vs 2022 Domestic Box Office by Season(in $bn) 2022 2023 % change -4.4% -81.4% 112.1% 64.4% 25.1% -10.9% -100.0% -50.0% 0.0% 50.0% 100.0% 150.0% 0.0 2.0 4.0 6.0 8.0 10.0 12.0 2019 2020 2021 2022 2023 2024E Domestic Box Office Recovery($bn.) DBO % change
  • 6. 6 Lionsgate Spinning-off Studio in $4.6bn SPAC Transaction *Sources: Hollywood Reporter, Lionsgate Investor Relations, Transaction Overview Lionsgate is spinning off its notable studio and 20,000-title content library from Starz in a $4.6bn SPAC deal, in hopes to value the Starz and studio assets separately and more generously • The studio, made up of Lionsgate’s TV production and Motion Picture Group, as well as a 20,000-title film and TV library is combining with the blank check company Screaming Eagle Acquisition Corp. led by Eagle Equity Partners • The transaction is expected to generate Lionsgate gross proceeds of ~$350mm, of which $175mm in financing is committed by institutional investors • The NewCo. will be a publicly traded company with the ability to raise fresh capital and merge with existing businesses • In May 2023, Rosenblatt Securities valued Lionsgate’s library at $5.2bn, implying a valuation higher than the studio is currently being valued at • Lionsgate’s media networks, which mostly consists of Starz and 28mm global subscribers, would remain in the existing Lionsgate company • Additionally, Lionsgate acquired certain assets from Entertainment One from Hasbro for $375mm, adding thousands of titles such as Yellowjackets, Naked and Afraid, and Monopoly “This transaction creates one of the world’s largest independent pure play content platforms with the ability to deliver significant incremental value to all shareholders” – Lionsgate CEO Jon Feltheimer Motion Picture TV Production Media Networks Lionsgate LTM Revenue Mix Lionsgate LTM Profit Mix Motion Picture TV Production Media Networks $1.62bn 34.5% $1.50bn 32.1% $1.57bn 33.3% $186mm 26.1% $307mm 43.0% $221mm 31.0%
  • 7. 7 Lionsgate Pre & Post-Spin-Off Structures *Sources: Hollywood Reporter, Lionsgate Investor Relations, Lionsgate Pre-Spin-Off Structure $1.62bn 34.5% $1.50bn 32.1% $1.57bn 33.3% $186mm 26.1% $307mm 43.0% Lionsgate to spin off studio for $4.6bn, operating under the blank check company Screaming Eagle Acquisition Corp. Film Studio Media Networks *In May 2023, Rosenblatt securities valued Lionsgate 20,000 film & TV library at $5.2bn, a 13% premium to the current value* Lionsgate Post-Spin-Off Structure Screaming Eagle owns 12.7% of new entity The existing Lionsgate remains majority ownership of 87.3% of the studio  Lionsgate will receive $350mm in gross proceeds,  $175mm already committed to institutional investors  Morgan Stanley advised Lionsgate and Citi advised Screaming Eagle on the transaction
  • 8. 8 Netflix Earnings Report and Share Price Gains: Successful Implementation of Ad Tier *Sources: CNBC, Netflix Earnings Materials, Hollywood Reporter Return to Acceleration of Revenue Growth Earnings Decline 2.86 2.86 3.49 2.23 2.88 3.29 3.73 2.11 -10.00% -5.00% 0.00% 5.00% 10.00% 15.00% 20.00% 0.00 0.50 1.00 1.50 2.00 2.50 3.00 3.50 4.00 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Netflix2023NormalizedEPS Consensus Actual Surprise • January 23, 2024: Netflix released Q4 earnings that showed explosive revenue and subscriber growth in levels unseen since 2020. Its stock price rose 10.7% in a single day o Netflix share price rose 20% over the first month of 2024 • Almost all revenue increases in ‘23 were through subscriber growth • Netflix’s international content drove subscriber adds. This also shielded it from the WGA and SAG strike better than its competitors • Growing focus on advertising tiers: MAUs (monthly average users) • Ad memberships increased 70% on a quarter over quarter basis and now account for 40% of all Netflix sign ups • Expects double digit rev. growth to accelerate through FY 2024 (13.2%) $7,970 $7,926 $7,852 $8,162 $8,187 $8,542 $8,833 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% $5,000 $6,000 $7,000 $8,000 $9,000 $10,000 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Netflix Revenue Growth($bn.) Revenue Y/Y % Growth 220.7 223.1 230.8 232.5 238.4 247.2 260.3 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 100.0 120.0 140.0 160.0 180.0 200.0 220.0 240.0 260.0 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Netflix Subscriber Growth Paid Subscribers (mm.) Y/Y % Growth • Netflix missed earnings projections for the first time in 2023 • However, net income was reduced by significant non- cash unrealized loss from forex changes on company’s debt • EPS was up 1658% on a Y/Y basis so its decline on a Q/Q basis was not negative enough to offset great revenue and subscriber news
  • 9. 9 Sports Sector Update Media & Entertainment 4-8 Film/TV Sector Update I. 9-18 Sports Sector Update II. 19-25 Gaming Sector Update III. 26-46 Paramount Analysis IV.
  • 10. 10 Amazon Makes Minority Investment into Diamond Sports Amid Bankruptcy Reorganization How We Got Here Background • Diamond Sports Group is an operating company created to run regional sports networks (“RSNs”) under “Bally Sports.” • This was following Sinclair Broadcast Group’s $10.6bn deal with Fox in 2019; Fox was required to divest these RSNs to comply with antitrust laws following their investment from the Walt Disney Company Coverage • Nearly 4,500 live local professional telecasts each year across 18 RSNs, covering around half of all MLB, NHL and NBA teams in the United States • Offers variety of locally produced sports events and programs specific to each region. • Diamond Sports also have minority investments in YES Network (New York Yankees/Brooklyn Nets) and a joint venture with Marquee Sports (Chicago Cubs) Deal Terms Sources: Forbes, SBJ, The Athletic Structure • Prime Video to become primary streaming partner for RSNs, offering direct-to- consumer content offered by RSNs, including live MLB, NBA and NHL games, and pre- and post-game programming through Prime Video Channels Finances • Two-year convertible note $115mm (12.5% interest) from Amazon. • Note contains equity option, which would convert into 15% equity of Diamond Sports + option to purchase additional 10% in equity for $50mm • Provision of $495mm in liquidity from Sinclair Broadcast Group to support restructuring and settle outstanding litigation • Internal projections include revenues from streaming MLB, NBA and NHL games to grow from $49mm in 2023 to $658mm by 2026 Commentary • Deal allows Prime Video to expand their live sports lineup, increase brand awareness for Amazon products and leverage TV broadcasts for increased subscriber count • Current Live Sports lineup: Thursday Night Football (NFL), select in-market New York Yankees (MLB) and Seattle Storm (WNBA) games • Current documentaries: All or Nothing, Destination NBA, Coach Prime, etc. • Deal involves investment in distressed assets, increasing likelihood for positive ROI • Demographic of target audience favor strong viewership • RSN regular season viewership has increased in 2023 (MLB up 7%, NHL up 12%, and NBA up 16%) • MLB viewership is trending older (55+) and less diverse (male-dominated domestic viewership, most growth is from overseas/outside of RSN viewership, etc.), but NHL and NBA demographics are trending younger Bally Sports Regional Sports Networks by TV Market Plots are scaled to TV market size = one team = two teams = three teams = joint ownership
  • 11. 11 ESPN – NFL Partnership Deal Proposal • Disney and NFL are in advanced discussions that would result in an exchange of assets between the entities • Disney to acquire: NFL Media (NFL.com, NFL Films, NFL Network, NFL Mobile, NFL Now and NFL RedZone) • ESPN to acquire: 10% equity stake in ESPN • This proposed trade in assets would value NFL Media at an estimated $2.4bn (ESPN was valued at $24bn by Bank of America Securities as of October 2023) • This represents a tightening of relations between ESPN and the NFL, who previously negotiated broadcasting rights for 25 NFL games, including “Monday Night Football,” for roughly $2.6bn per year Potential Transition to Direct-to-Consumer Model (“DTC”) • NFL+ was launched in 2022, which includes NFL RedZone and postgame highlight packages. However, ESPN could help transition the platform into a DTC model or raise their bargaining position for future broadcasting negotiations with their counterparties (NBC, Fox, CBS and Amazon) upon broadcasting deal expiry $6,675 $7,110 $12,000 $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 2014 - 2018 2018 - 2022 2023 - 2033 NFL Broadcasting Revenue per Year (in mm) AFC Package NFC Package Sunday Night Monday Night Thursday Night Sunday Ticket Labor Negotiations • 48.8% of broadcast-related revenues are allocated to the players union (the “NFLPA”). • This deal would lower the present value of future broadcasting-related revenues, and a deal would almost certainly be contested by the NFLPA • Some solutions may include a lump sum compensation payment, or negotiations in the next Competitive Bargaining Agreement • Similar to other takeovers, there are rumors of operational efficiencies to take place (decrease in SG&A expense, ESPN – NFL Network merger, etc.) Precedent for other Strategic Partnerships (Apple – MLS) • 10-year, $2.5bn global broadcasting deal for exclusive streaming on Apple TV • Apple has already helped the MLS negotiate with global stars for their services, offering increased TV-viewership-based incentives in exchange for player services • MLS has previously seen some issues with liquidity; Apple historically carries one of the largest cash balances for publicly-traded companies • Growing viewership, favorable viewing demographics, increased interest in MLS after the 2026 World Cup are some incentives for future investment into the league • These factors suggest that in an effort to expand upon their current live sports offerings (including MLS Season Pass, Friday Night MLB broadcasts), Apple could take future equity ownership in MLS media rights, capitalizing on growing domestic and international popularity of the league in a similar partnership as the ESPN – NFL deal Sources: Forbes, SBJ, The Athletic
  • 12. 12 Consortium led by Carlyle’s David Rubenstein agree to acquire Baltimore Orioles Franchise Overview • The Baltimore Orioles are a professional baseball franchise that competes in Major League Baseball (“MLB”) and is based in Baltimore, Maryland, USA. The Orioles’ ownership group, led by Peter Angelos, acquired the franchise in 1993 for $173mm. • In addition to owning and operating the major league baseball club in Baltimore, MD, the ownership group covers salary-related costs for their seven minor league teams o These minor league affiliate teams are tasked with providing experience o Once fully developed, these prospects will increase the quality of on-field product at a fraction of the cost of a major league player, and having top prospects usually correlates with future on-field success o Ordered by classification, these affiliates are in: Norfolk, VA; Bowie, MD; Aberdeen, MD; Salisbury, MD; Sarasota, FL; and the Dominican Republic • Historically, they are an average, small/mid-market team, winning three World Series Sources: Forbes, SBJ, The Athletic Deal Terms • David Rubenstein, a Carlyle Group cofounder, has agreed to acquire the Baltimore Orioles. The deal will include an upfront equity purchase of 40% at a $1.725bn valuation, with the remaining 60% to be purchased upon the death of Peter Angelos o Peter’s son, John, will stay with the team as an advisor to the new owners until his 60% equity is transferred to the new ownership group o Structure of the deal is to minimize capital gains tax incurred by the Angelos family, which would decrease substantially if the team is sold after the death of Peter Angelos o This variable is considered a “critical part of the family's thinking” in their talks with potential buyers • Latest financial executive to acquire a sports franchise (Josh Harris/Washington Commanders, Tom Gores/Detroit Pistons, Steve Cohen/New York Mets, etc.) Baseball Statistics in 2023 101 – 61 Team Record (wins – losses, ranked 2nd out of 30 MLB teams) 1.9mm Ballpark Attendance (23,911 per game, +36% YoY, ranked 21st) $1.725bn Enterprise Value (18th highest out of 30 MLB teams, +25% YoY) 444 Prospect Points (metric for quality + quantity of prospects, ranked 1st) Financial Statistics in 2023 6 Number of Top 100 Prospects (ranked by MLB.com, ranked 2nd) +24.6% YoY Enterprise Value Growth (2nd highest) $109.7mm Player-related Expenses (salaries + bonuses + incentives, 27th highest) $264mm Revenue (23rd highest, +5.2% YoY) $45.0mm Gate Receipts (includes club seating) $67.0mm Operating Income (4th highest) 13.3% Debt / EV (includes stadium-related debt, 9th highest) 6.5x Revenue Multiple (11th highest) 2.8mm Metropolitan Area Population (24th highest)
  • 13. 13 Baltimore Orioles: Comparison and Variables Sources: Forbes, SBJ, The Athletic Franchise Valuation Variables Positive Effects • Sustained success, postseason appearances and championships • Market Size • Media Contracts • Investment in facilities • Strong and consistent revenues (tickets, merchandise, media rights and sponsorships) Negative Effects • High costs (payroll) and debt CAGR since acq. Current EV Revenue Multiple Revenue (Year of acq.) Purchase Price Year MLB Team -- -- 6.5x $264mm $1,725mm 2024 Baltimore Orioles 8.25% 2,900mm 6.8x 362mm 2,475mm 2020 New York Mets 6.27% 1,200mm 4.1x 244mm 1,000mm 2019 Kansas City Royals -5.11% 1,000mm 6.3x 206mm 1,300mm 2017 Miami Marlins 9.15% 4,800mm 6.3x 318mm 2,000mm 2012 Los Angeles Dodgers 8.14% 1,750mm 4.2x 189mm 800mm 2012 San Diego Padres 12.51% 2,250mm 3.1x 196mm 615mm 2011 Houston Astros 11.65% 2,225mm 2.9x 206mm 593mm 2010 Texas Rangers Commentary Current Solutions • At 6.5x revenue, this is considered a marginal overpay; however, this can be offset with increasing franchise valuation CAGRs as well as the team’s promising future. • Alleviation of franchise uncertainty: eliminates uncertain state of ownership, which could have seen the franchise move to another city. • Anticipated increase in payroll: the franchise is expected to increase their salary-related costs, both bringing in free agents to win in the immediate future as well as guarantee their ownership over their young prospects, with the goal to increase their likelihood in sustained success over the next decade. This is considered a welcome change for the franchise and would allow them to compete with more wealthy teams in the American League, such as the New York Yankees and the Boston Red Sox. Going Forward • Franchise EV is expected to increase at a faster rate than normal. Industry consensus anticipates a promising future, with many top prospects and a relatively large amount of deployable capital (luxury tax space, or the team’s budget before incurring competitive balance tax expense. This should lead to increased merchandising and ticket revenues. • Investment in facilities: the Orioles’ stadium lease at Oriole Park at Camden Yards includes an optional extension that is contingent in ownerships’ investment in the community surrounding Oriole Park at Camden Yards. • MASN variable: the Washington Nationals and Baltimore Orioles, co-owners of MASN (the RSN that televises their games) have been entangled in an ugly legal dispute for many years regarding how much money the Nationals should get in rights fees. New ownership is expected to negotiate a compromise that will ensure future revenues for both franchises.
  • 14. 14 Baltimore Orioles: Projecting Future Value Sources: Forbes, SBJ, The Athletic Cases Due to the current competitive balance of the MLB, teams are typically expected to have a competitive window at least once per decade (every franchise has made the postseason once since 2014). Market size directly affects the aggregate EV, but the more important factors for EV CAGR are team success, cost efficiency and favorable terms for stadium and media rights. These factors are the largest weights we considered for our cases. Best Case • Upper Quartile CAGR used (13.56%); team success is consistent and strong through the next decade, with the team extending their top prospects to long contracts, greatly increasing ticket and merchandising related revenues. Additionally, ownership successfully negotiates good terms for their MASN dilemma with the Washington Nationals. The team joins the St. Louis Cardinals (10th highest EV) and Seattle Mariners (highest YoY CAGR) as valuable small market teams with promising futures. Base Case • Median CAGR used (11.29%); team achieves multiple playoff appearances, but bloated payrolls and poor facility investments and media rights greatly increase operating costs. Worst Case • Lower Quartile CAGR used (10.02%); ownership fails to negotiate good media rights terms as the team fails to take advantage of their competitive window. Ownership continues to maintain their high operating revenues by minimizing costs at the expense of on-field performance, which lowers the overall growth of the franchise. $0.5bn $1.5bn $2.5bn $3.5bn $4.5bn $5.5bn $6.5bn 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Enterprise Value Year Franchise Enterprise Value Historic EV Projected EV (Worst Case) Projected EV (Base Case) CAGR of Franchise (Last 10 Years) Team 10.73% Baltimore Orioles 11.58% MLB Average 6.76% MLB Minimum 10.02% MLB Lower Quartile 11.29% MLB Median 13.56% MLB Upper Quartile 16.76% MLB Maximum EV: $1.0bn Last Postseason Appearance until 2023 EV: $1.713bn Postseason Appearance, young prospects show promise EV (Best): $6.1bn EV (Base): $4.9bn EV (Worst): $4.5bn
  • 15. 15 ESPN/NCAA Reaches New 8 Year Deal Deal Content • The NCAA has agreed with ESPN on 8-year deal that is worth $115mm annually o Expiring deal was worth $40mm annually, a nearly 3x increase • NCAA leverages women basketball’s increasing ratings to bolster the value of new contract o $65mm annually is associated with women basketball, or 57% of the annual contract value o $65mm is approximately 10x the annual amount in the previous agreement • The deal will be in effect from September 2024 through the middle of 2032 • ESPN will have broadcasting rights to 21 women and 19 men championship games 3.5 3.7 4.1 4.9 9.9 2018 2019 2021 2022 2023 NCAA Women's Basketball National Championship Viewership (in millions) Sources: WSJ, SportsMediaWatch, CNBC, Nielsen COVID Lockout Commentary • Women sports’ popularity has been undeniably growing. According to Nielsen Fan Insights, lack of coverage for women sports affects approximately 22% of U.S. population in keeping up with women athletics • With 57% of the annual contract value directly tied to women basketball tournament, concerns around the sustainability of women basketball also exist • The stardom associated with college stars Caitlin Clark and Angel Reese was certainly a driving force for record viewership in the 2023 NCAA women championship game. Therefore, it is not unreasonable to question what happens after the two leaves for the WNBA • Data shows that 4 of the top 10 most watched NCAA women tournament games before the Final Four on ESPN/ABC occurred in 2023, but only one of those games featured Caitlin Clark or Angel Reese • Other collegiate women sports have also notched record viewership • The next major upcoming media rights deal will be the NBA, and this NCAA/ESPN deal will have certain comparison value on how much the next NBA deal will be worth • Overall, we believe that ESPN’s annual price of $115mm seems undervalued and a good grab. ESPN can continue to create more value out of this deal with strategic internal decisions such as providing more coverage to induce advertisers and external factors such as the growth of sports betting
  • 16. 16 Growth of NCAA Women's Sports Sources: SBJ, SportsMediaWatch, CNBC, NCAA 915 694 1200 1186 1540 2200 0 500 1000 1500 2000 2500 2021 2022 2023 Women’s Sweet 16 and Elite 8 Average Viewership (in 1000s) Sweet 16 Elite 8 830 1850 1190 4100 992 1600 786 4900 1020 1600 1700 9900 0 2000 4000 6000 8000 10000 Gymnastics Women College World Series Division 1 Women's Volleyball Women Basketball Women’s Championship Round Average Viewership (in 1000s) 2021 2022 2023
  • 17. 17 Other Notable Sports Media Rights Gains • Old deal o $55mm annually with CBS • New deal o 10 years, ~$300mm annually with ESPN • Annual Payout Increase o 445% • Old deal o $1.5bn annually • New deal o 7 years, $1.76bn annually with ESPN, FOX, and TBS • Annual Payout Increase o 17% • Old deal • $300mm annually with NBC • New deal • $400mm and $225mm annually from ESPN and Turner Sports, respectively • Annual Payout Increase • 108% • Old deal o $820mm annually • New deal o 7 years, $7.7bn or $1.1bn/year • Annual Payout Increase o 34% • Old deal o $5.9bn annually • New deal o 11 years, $113bn or ~$10bn/year • Annual Payout Increase o 69% • Old deal o ~$440mm annually • New deal o 7 years, $1bn annually with CBS, FOX, NBC, and Peacock • Annual Payout Increase o 127%
  • 18. 18 Netflix/WWE Raw Netflix Dives Into “Sports Entertainment” • On 1/23/24, Netflix announces its 10-year, $5 billion partnership with WWE Raw, starting in 2025 • Upon release of the news, WWE’s holding company TKO Group Holdings’ stock price rose approximately 18% • This deal comes as a win-win for both sides • Netflix’s decision to pursue live entertainment greatly compliments its ad-tier subscription. It also further puts Netflix ahead of the pack in an intense streaming war • On the same day, Netflix announced that it added 13.1mm net paid subscriber in Q4, crushing consensus estimate of 8.9mm and WWE seeks to revive declining viewership with Netflix’s subscriber base of over 260mm • According to Netflix, Raw is the top show on USA Network, attracting 17.5mm unique viewers annually • Along with cord-cutting, is the aging fanbase of WWE • WWE’s shift from traditional cable to streaming may also come as a strategic move to target younger demographics • According to Netflix, Raw is one of the best performing shows on USA Network for the advertising demographic of 18-49 • Live entertainment, not sports • Important thing to note is that Netflix’s co-CEO Sarandos clarified that Netflix is not in the pursuit for “sports” rights and defines WWE as “sports entertainment” • This could signal that investors should not expect Netflix to be in the bidding right for upcoming major sports league’s media rights such as the NBA 260 200 150 95 63 0 50 100 150 200 250 300 Netflix Amazon Prime Video Disney Max Paramount Top 5 Streaming Subscriber Base (in mm) Sources: Netflix, Yahoo Finance, New York Times, WSJ 2.42 1.88 1.76 1.73 1.69 -25% -20% -15% -10% -5% 0% 0 1 2 3 2019 2020 2021 2022 2023 WWE Raw Historical Viewership Numbers and Change (in mm) Average Viewership per Episode YoY Change
  • 19. 19 Gaming Sector Update Media & Entertainment 4-8 Film/TV Sector Update I. 9-18 Sports Recap II. 19-25 Gaming Sector Update III. 26-46 Paramount Analysis IV.
  • 20. 20 Gaming Macro Overview: 2023 Summary — Q4 Recovery 2.5 2.5 2.3 3.4 3.1 4.1 1.0 1.0 0.7 0.8 0.6 1.6 6.7 4.4 0.2 4.3 0.3 3.7 0.2 0.5 0.5 1.4 0.5 0.3 6.6 0.4 4.6 1.6 98.5 1.8 1.2 0.2 1.2 5.9 2.1 5.9 15.7 7.2 7.2 9.3 101.9 9.6 2.4 1.6 2.3 7.4 3.2 7.8 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 Q4 2021 2022 2023 Total Transaction Value ($B) Private Placement Public Offering M&A 102.0 104.0 146 122 92 123 0 20 40 60 80 100 120 140 160 Q1 Q2 Q3 Q4 2023 Deal Volume (# of Deals) • M&A activity increased with 43 deals announced, up from 33 in the previous quarter. No high-value deals were reported, but activity remained robust for smaller/mid-sized transactions, many with undisclosed values. Significant deals of the quarter included Aonic/nDreams, Keywords/The Multiplayer Group, MTG/Snowprint, and Devolver/System Era • Private financing garnered over $600 million across 162 deals in Q4, signaling a return to pre-COVID levels • Over 85% of the financing was directed towards seed and early-stage companies, indicating investor caution towards mid to late-stage investments • The public gaming sector experienced a robust recovery, with the Drake Star Gaming Index growing over 13% and recouping previous losses • M&A spike in Q1 2022 was a result of the acquisition of Activision by Microsoft Gaming Rebounds in Q4 Market sees a much-needed surge in activities in Q4 of 2023, with deal volume increasing significantly for the first time since Q4 of 2024 Sources: DrakeStar
  • 21. 21 Macro Overview: 2024 Predictions • Projects in development are set to launch in a highly competitive games market • Live-service games depend on long-term player engagement, reducing opportunities for new projects as players focus on fewer, premium titles • Following a wave of layoffs and unsuccessful big gaming investments post-2023, companies are expected to be cautious in 2024 • The industry is facing a restructuring due to a drop from the high engagement and spending of 2020-2021 and the financial shifts post-COVID with rising interest rates • The influx of cash and investments seen during the pandemic has dwindled, de-prioritizing the funding of large new projects o Game companies are likely to implement risk reduction strategies, such as avoiding new intellectual properties (IPs) o The focus will be on creating sequels and leveraging existing IPs to ensure continued engagement • Ongoing exploration into small-experience AAA titles, exemplified by games like "Assassin's Creed Mirage" and "Marvel’s Spider-Man: Miles Morales.“ Main Drivers in 2024 Sources: NewZoo “I see 2024 as a year of stabilization and adjustments compared to what we have experienced recently. A lot has happened in the market since COVID. 2024 should not be marked by as many major disruptions and should instead remain in a form of continuity with what has already been observed recently. This brings its share of challenges, but also opportunities.” -Romain Bingler, Ubisoft “Our industry is still balancing out after the boom we had during COVID. While studios are closing and people are losing jobs, there are also new opportunities through new studios opening. As investors are more careful now, demand for research, advice, and consultancy grounded in experience will be more important for studios & investors.” -Andre Persson, Project 369 Group Expert Outlook 91% 9% 0% Global games market revenues will increase in 2024 Agree or completely agree Neither agree, nor disagree Disagree or completely disagree 55% 27% 18% The number of released games will grow in 2024 Agree or completely agree Neither agree, nor disagree Disagree or completely disagree 64% 18% 18% Chart The games market will experience significant M&A in 2024 Agree or completely agree Neither agree, nor disagree Disagree or completely disagree Opinions of Games Market Leaders and Experts
  • 22. 22 Mobile Gaming Outlook • Hybrid Casual Games Gain Traction: Hybrid casual games, which blend elements from hyper-casual and more in-depth gaming experiences, are on the rise. Their growth is expected to continue, though possibly at a slower pace than before, as the novelty of the genre settles • Subscription Models Flourish: More mobile games are adopting subscription models, offering players access to a broader range of content and exclusive benefits. This trend follows the wider industry shift towards subscription services across various sectors • AR Innovations: Augmented Reality (AR) in mobile gaming remains an area ripe for innovation. Despite some disappointments in the AR gaming space, the potential for new, groundbreaking AR games is signi icant, as indicated by the successful launches of titles like "Monster Hunter Now" • Social Gaming and Live Events: Social features in mobile games, such as in-game chat and guilds, are becoming more prevalent. Moreover, live events are increasingly used to keep players engaged with fresh and timely content • Cross-Platform Play Expands: Cross-platform gaming continues to grow, with players appreciating the ability to play on any device. Services like Google Play Games for PC have made it easier for mobile games to be enjoyed on other platforms, contributing to this trend • Declining Blockchain Gaming Interest: Despite previous hype, blockchain gaming has seen a decrease in interest and investment from game developers, with many major studios scaling back their blockchain game development plans RPG 30% Strategy 13% Match 13% Casino 10% Simulation 10% Action 6% Shooting 5% Party 4% Others 9% Global Mobile Games Genres by Spend $190 $240 $295 $336 $362 $402 0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 30.00% $0 $50 $100 $150 $200 $250 $300 $350 $400 $450 2019 2020 2021 2022 2023 2024E Global Mobile Ad Spend ($B) Ad Spend YOY Growth
  • 23. 23 Mobile Outlook Hypercasual 28% Simulation 18% Action 9% Kids 7% Puzzle 5% Match 5% Racing 4% Tabletop 4% Others 20% Global Mobile Games Genres by Downloads • Hypercasual games dominate in downloads and are evolving to offer deeper engagement through blended mechanics • These games have successfully acquired large user bases and are shifting focus towards increasing user engagement and retention • New genres like Avatar Life and Party Royale are emerging as potential disruptors in the gaming industry Hypercasual Games Continue to Drive the Largest Share of Downloads • Strategy and RPG genres are gaining on the casino genre in monetization, particularly in US and Canada • These popular genres often include online multiplayer elements, showing a user preference for social and connected gaming experiences • Cross-play features are becoming more common, allowing progress continuity and platform-agnostic competition in top games Strategy and RPG are Among the Most Successful Genres for Game Monetization • Social and multiplayer features in games are expected to continue being popular in 2024, with a focus on maintaining connections as pandemic restrictions diminish • Mobile gaming is making core gaming experiences more accessible and 'casual' due to the convenience and capabilities of smartphones • Cross-platform playability is bolstered by the increasing power of mobile devices, aligning mobile gaming closer to 'core' gaming experiences • Connected games, which allow for social interaction and multiplayer experiences, are projected to drive the most consumer spending in the mobile gaming sector and are anticipated to grow significantly in the coming years Creative Sandbox and Genres with Online & Social Features Will Further Drive Global Gaming Time Sources: Data.ai
  • 24. 24 Multi-Game Subscriptions Stalls in Subscription Growth • Industry consensus is that multi-game subscriptions won’t disrupt the gaming ecosystem as consumption pace and content offerings dissuade players from driving platform growth • Reluctance in gaming licensing agreements among Indie developers signals the gloomy outlook among external developers in subscription gaming platforms • Many platforms rely on legacy premium AAA titles, with developers hesitant to release new titles as it cannibalizes premium revenue that they can’t afford given R&D costs • Particularly as companies are cutting down projects to focus on core revenue drivers, most notably premium games Competition With Evolving Platforms • Popular gaming titles are pivoting to the platform model as they introduce new player offerings in collaboration with other brands • Fortnite released various versions of its PvP game, most recently with its LEGO Fortnite game targeted towards younger audiences • ROBLOX is diversifying its content base to include brands and products well- known to older demographics • As free-to-play platforms generate revenue with in-game purchases, evolving platforms have significantly lower barriers to entry compared to subscription gaming platforms Future of Multi-Game Subscriptions • While current platforms host AAA titles, developers are seeking to reserve subscription catalogs for indie, AAA, and small developer games • Mostly due to the high R&D, marketing, and distribution costs of new and highly-anticipated AAA titles ranging from the $50-100mm range • Major players are finding limited success in mobile and small title games, albeit with much lower growth potential and limited disruption to the gaming ecosystem and player behavior 40% market share in APAC region
  • 25. 25 Gaming Industry Restructuring Gaming Industry Restructuring ByteDance/Nuverse Divestiture • Bytedance is seeking to restructure and divest its global gaming arm Nuverse, formed in 2019 as a strategic push into gaming • It is additionally seeking buyers for Moonton Technology, its gaming development subsidiary and Pico, its VR arm • Bytedance continues to pivot back to its core social media platforms after its $5bn entry throughout 2019 into the global gaming industry • Headwinds behind the divestiture include a declining gaming industry in China from 2022-2023, high barriers to entry, Chinese regulatory environment, and untimely gains from prior investments into gaming subsidiaries • While the move includes many popular brands and titles, the Nuverse arm only generates ~$1bn in revenue compared to Bytedance’s $54bn throughout H1 2023 Industry-wide Layoffs • Major players throughout the gaming industry announced layoffs following years of expansive acquisitions, citing unsustainable growth • Microsoft announced laying off 1,900 across Activision Blizzard, ZeniMax and Xbox following its $68.7bn acquisition of Activision Blizzard • Amazon’s Twitch announced a 35% reduction in workforce (~500 employees) following a restructuring centered on long-term stability • Riot Games plans to lay off 11% of its headcount (~530 employees) in a bid to refocus on core development and sustainable growth $182.9 bn $184.0 bn $189.3 bn $197.1 bn $205.7 bn $170.0 $175.0 $180.0 $185.0 $190.0 $195.0 $200.0 $205.0 $210.0 2022 2023E 2024E 2025E 2026E Global Games Market Forecast Focus on Sustainable Growth • Following a period of significant spending booms in 2020 and 2021, companies are facing a more competitive product landscape with less runway to realize returns on significant projects • Cash that has flooded the market is drying up as projects aren’t realizing returns in a post- COVID gaming environment • Companies are on the defensive and shoring up risky projects and refocusing on core offerings and popular titles while seeking to run a leaner operation
  • 26. 26 Paramount Analysis Media & Entertainment 4-8 Film/TV Sector Update I. 9-18 Sports Sector Update II. 19-25 Gaming Sector Update III. 26-46 Paramount Analysis IV.
  • 27. 27 *Sources: CapIQ, Hollywood Reporter, Seeking Alpha Allen Media Group $30bn TEV bid for Paramount Global  During the night of January 30th Byron Allen and his company Allen Media Group submitted an offer to the board of Paramount Global for all of Paramount Global  His offer included acquiring all of Paramount’s outstanding shares for $14.3 bn and assuming the $15bn of debt which equates to an approximate TEV of $30bn o The offer is $28.58 per voting share and $21.53 per non-voting share which is a 50%+ premium to the share price on January 30th  The stock price jumped 13% the following day before declining: net gain of 5%  Allen has stated his goal is to keep the cable & streaming assets and sell of Paramount Studio, the company’s real estate, and some of its IP Details of offer for Paramount Who is Byron Allen & Allen Media Group Likelihood of Deal Paramount Global Assets (Non-Exhaustive)  Byron Allen is a media mogul who is the CEO of Allen Media Group (Founded in 1993)  He originally started his career as a stand-up comedian, before pivoting to tv production  Allen Media group and its production studio (Entertainment Studios) has been one of the most acquisitive media companies over the past two decades o It purchased the film distributor Freestyle Releasing, the Weather Channel, and a significant equity stake in Fox Sports Networks  Allen has grown Allen Media Group to be valued at over $4.5 bn and is known as one of the most successful media entrepreneurs  While the offer is very attractive and being heavily considered by the board there are other bidders like Skydance & David Ellison (son of Larry Ellison) that might be preferred  There is some skepticism about the financial ability of Allen Media group to pull the deal off  Byron Allen has a history of making unaccepted offers on media assets (ABC, BET) Because of the significant deterioration of Paramount Global’s share price over the past two years as well as the M&A chatter we decided to do a deep dive in examining whether we felt it was a good investment *Simon & Schuster Sold by Paramount Global in Q3 2023
  • 28. 28 *Sources: CapIQ, Hollywood Reporter, Seeking Alpha Investment Thesis Overview We believe that Paramount Global is allowing for an attractive entry point given its steep discount to comps and the fact that it trades at historical lows – we believe there are several meaningful catalysts in 2024 across business segments that the market is not accounting for. We derived an implied upside of 36.7% to the current market price #4. M&A, Investments, Partners  FCF position is artificially deflated because of the ShowTime integration ($1.67bn), further misleading the markets about PARA’s true financial performance  Paramount is on a better underlying trajectory for FCF growth due to a stronger EBITDA margin and content cost efficiencies that should reduce the aggregate spend #3. Streaming flexibility gives clear path to profitability #2. CBS strength to offset cable TV headwinds #1. Financial profile is artificially deflated  The current market is putting a lot of weight on the cord-cutting trend – while it’s present, PARA is well-positioned to navigate the downturn through its CBS assets  PARA’s TV media segment is poised to operate through 2024 with quadrennial tailwinds, those being the 2024 Super Bowl & the 2024 US Presidential election  Paramount+ continues to signal momentum with a recent 61% jump in revenues, 16% ARPU increase, and 2.7mm net sub ads. coupled with the #1 FAST service, PlutoTV  Massive consolidation in the highest growth Indian streaming market between PARA, DIS, WBD, Reliance, and others creates pricing power opportunities  Paramount has garnered multi-billion dollar offers for various assets – the company is positioned to create value through the sale of “non-core” assets  The company has the flexibility to pursue “non-technical” mergers (licensing partnerships & bundling) with Big Tech and other legacy media companies
  • 29. 29 -75.0% -65.0% -55.0% -45.0% -35.0% -25.0% -15.0% -5.0% 5.0% 15.0% 25.0% Paramount Global (NasdaqGS:PARA) - Share Pricing Warner Bros. Discovery, Inc. (NasdaqGS:WBD) - Share Pricing Netflix, Inc. (NasdaqGS:NFLX) - Share Pricing The Walt Disney Company (NYSE:DIS) - Share Pricing Lions Gate Entertainment Corp. (NYSE:LGF.A) - Share Pricing S&P 500 (^SPX) - Index Value Comcast Corporation (NasdaqGS:CMCSA) - Share Pricing *Sources: CapIQ Media & Entertainment Industry Landscape Since the beginning of 2022, legacy media companies’ stock prices have been down due to various macroeconomic and secular factors:  The drop can be attributed to the shift to a capital-intensive streaming model with simultaneous cord-cutting, leading all studios but NFLX to be consistently profitable  The industry is coming off a 148-day SAG-AFTRA union(s) strike, heavily impacting theaters, studios and film slates (though theaters saw a rebound in 2023)  Big Tech becoming a player in the streaming world, sports media rights inflation,& rapid consolidation, all lead to the industry navigating in unfamiliar territory
  • 30. 30 *Sources: CapIQ, 10-Q SEC Filings Q3’23 Paramount Global Overview Key Business Commentary #1. Resilience of the traditional linear cable TV #2. Streaming flexibility gives clear path to profitability #3. Financial position is artificially deflated #4. M&A, Investments, Partners Paramount Global is a global diversified media company created through the CBS & Viacom merger in 2019. Key assets include CBS Network, local broadcast stations, Showtime, MTV, BET, Paramount Studios, Paramount+, and Pluto TV. The company is controlled by the Redstone family through National Amusements Inc. Key Business Segments  Direct-to-Consumer:  Made up of Paramount+, BET+, PlutoTV (#1 FAST service), and Noggin  Paramount+ revenue grew 61% and subs. surpassed 63mm in Q3’23  Global viewing hours across Paramount+ & PlutoTV grew 46%, and advertising revenue grew 18%  TV Media:  Primary revenue driver of company: Strong content slate including NFL on CBS, NCAA Mens Basketball, Yellowstone, and The Amazing Race  PARA has the phenomenally lucrative March Madness & NFL rights (through CBS) until 2032-2033  Derives revenue from cable affiliate fees, advertising, and licensing  Filmed Entertainment:  Studio is home to notable franchises including Mission Impossible Transformers, Scream, Star Trek, Teenage Mutant Ninja Turtles, PAW Patrol, and more. In 2022 had highest grossing movie of the year domestically (Top Gun Maverick)  Licensing revenue comprises 70-80% of segment  Primary theatrical distribution partner of Apple TV 68.6% 10.7% 20.7% $3.2bn $6.3bn $20.8bn TV Media DTC Filmed Entertainment $20.8bn 68.6% $20.8bn 68.6% $6.3bn 20.7% $3.2bn 10.7% 34.13% 41.69% 2 2.75… Advertising Subscription Licensing Theatrical $12.6bn 41.7% $6.5bn 21.4% $10.3bn 34.1% $832m 2.8% LTM Segment & Revenue Mix Financial Summary $ in USD millions 2020A 2021A 2022A 2023E Revenue $25,285 $28,586 $30,154 $29,595 % growth 13.1% 5.5% (1.9%) Gross Profit 10,290 10,842 10,309 10,135 % margin 40.7% 37.9% 34.2% 34.2% EBITDA 4,569 6,687 2,747 2,831 % margin 18.1% 23.4% 9.1% 9.6% EBIT 4,139 6,297 2,342 2,401 % margin 16.4% 22.0% 7.8% 8.1%
  • 31. 31 Investment Thesis #1 – Financial position is artificially deflated FCF position is artificially deflated because of the ShowTime integration in Q1 ‘23 ($1.67bn), the sale of Simon & Schuster ($1.62bn) to reduce net leverage by 0.5 turn, and strike effects overestimated  Higher EBITDA and a lack of production due to the strikes drove much stronger FCF in Q3, which should be similar in Q4  2023 SAG-AFTRA strikes created an opportunity for Paramount to roll over older content while significantly decreasing investing in new content allowing the creation and preservation of cash flow  2023 inventory delayed to 2024 and 2024 inventory delayed to 2025  Licensing revenue (not theatrical revenue) makes up 70%+ of filmed entertainment segment with low variation regardless of film releases  Equates to less entertainment OpEx in 2024: results in higher margins  Management has been, and continues to be, very focused on driving cost efficiencies throughout the company, including the $700mm in identified annual cost synergies from the integration of Showtime into Paramount+  Management increased 2023 DTC EBITDA guidance, including a meaningful better trajectory for the business in 2025  The improvement is driven by the combination of lower costs, as well as the impact of price increases at Paramount+ and sub. growth  We estimate Paramount+ ARPU growth in ‘24 will be 16% (below 20% stated by management), driven by price increases, and organic advertising revenue growth $735 $652 $428 $411 $391 $384 $612 $52 $99 $77 $130 $71 $69 $73 $0 $100 $200 $300 $400 $500 $600 $700 $50 $70 $90 $110 $130 $150 $170 $190 Q1-22 Q2-22 Q3-22 Q4-22 Q1-23 Q2-23 Q3-23 FCF Capex FCF CAPEX Paramount is on a better underlying trajectory for FCF growth due to a stronger EBITDA margin and content cost efficiencies that should reduce the aggregate spend *Sources: Q3’22 10Q, 10k, Deutsche Bank Research, Wells Fargo Research. Catalyst 2: Consolidation and DTC breakeven in 2025 Catalyst 1: Impact of writers and actors strikes disrupts trend of content and distribution expenses in $USD millions 2020A 2021A 2022A 2023E 2024E 2025E 2026E 2027E Total Revenue TV Media $21,120 $22,734 $21,732 $20,586 $20,529 $19,443 $18,516 $17,721 Growth 7.6% (4.4%) (5.3%) (0.3%) (5.3%) (4.8%) (4.3%) Direct-to-Consumer 1,815 3,327 4,904 6,061 7,362 8,656 9,756 10,473 Growth 83.3% 47.4% 23.6% 21.5% 17.6% 12.7% 7.4% Filmed Entertainment 2,470 2,687 3,706 3,144 3,373 3,465 3,643 3,875 Growth 8.8% 37.9% (15.2%) 7.3% 2.7% 5.1% 6.4% Eliminations 120 162 188 196 202 208 214 218 Growth 35.0% 16.0% 4.0% 3.5% 3.0% 2.5% 2.0% Total Revenue 25,285 28,586 30,154 29,595 31,062 31,356 31,701 31,851 Growth 13.1% 5.5% (1.9%) 5.0% 0.9% 1.1% 0.5% Gross Profit 10,290 10,842 10,309 10,135 11,413 11,740 11,849 11,683 Margin 40.7% 37.9% 34.2% 34.2% 36.7% 37.4% 37.4% 36.7% EBITDA 4,569 6,687 2,747 2,831 3,977 4,212 4,256 4,057 Margin 18.1% 23.4% 9.1% 9.6% 12.8% 13.4% 13.4% 12.7%
  • 32. 32 *Sources: Q3’22 10Q, 10k, Deutsche Bank Research, Wells Fargo Research. Investment Thesis #1 (Continued) – Financial position is artificially deflated As Paramount continues to sell “non-core” assets, putting some or most of the proceeds to retarring debt, and increase in cash flow  The sale of “non-core” assets such as Simon & Schuster can use proceeds to paydown debt - decreasing Paramount’s leverage while creating consolidation of assets (leverage ratio is expected to drop to 3.6x range by 2024)  Deleveraging efforts will allow Paramount to decrease its fixed charges from the cost of the debt as well as a better allocation of cashflow in future years across content creation, new partnerships, and platform development  We expect in our models Paramount to be very conservative in revenue growth while boosting its margins and cash flows through cost-cutting opportunities and integration  FCF/Margin improvement is being driven by:  Company’s routine adjustment of the capital structure: Paramount opportunistically enters transactions to manage their outstanding debt maturities allowing them to operate more freely and which could make its shares a more attractive investment  Restructuring expenses coming down: Paramount incurred $585mm, in restructuring and merger-related charges in 2022 and $200mm in 2023 that are non- recurring  Most of these charges were due to realignment as Showtime was being integrated into Paramount+ further driving cost consolidation and business transformation – this consolidation will be key factor to margin improvement 4,569 6,687 2,747 2,831 3,977 4,212 4,256 4,057 1,908 2,005 1,522 1,444 1,601 1,615 1,592 1,516 1,000 1,200 1,400 1,600 1,800 2,000 2,200 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 2020 2021 2022 2023 2024 2025 2026 2027 EBITDA Total Fixed Charges Deleveraging Efforts 4.3x 2.6x 5.8x 5.2x 3.6x 3.3x 3.2x 3.2x 5.1x 6.9x 11.5x 6.7x 3.6x 2.5x 2.7x 2.7x x 2x 4x 6x 8x 10x 12x 2020 2021 2022 2023 2024 2025 2026 2027 Total Debt / EBITDA Total Debt / Adjusted CFO Catalyst 3: Paramount’s Focus On Cash Flow and Margin Improvement is Helping The Company’s Long-term Health and Capital Allocation in $USD millions 2020A 2021A 2022A 2023E 2024E 2025E 2026E 2027E Leverage Ratios Senior Debt / EBITDA 3.84x 2.35x 5.12x 4.49x 3.07x 2.83x 2.78x 2.92x Senior Debt / Adjusted CFO 4.54x 6.08x 10.22x 5.70x 3.05x 2.10x 2.34x 2.41x Total Debt / EBITDA 4.32x 2.65x 5.77x 5.21x 3.61x 3.31x 3.18x 3.21x Total Debt / Adjusted CFO 5.11x 6.85x 11.51x 6.62x 3.59x 2.46x 2.67x 2.64x Coverage Ratios EBITDA / Interest 4.43x 6.78x 2.95x 3.44x 5.07x 5.54x 5.83x 5.84x Adjusted CFO / Interest 3.74x 2.62x 1.48x 2.71x 5.10x 7.47x 6.94x 7.09x (EBITDA - Capital Expenditure) / Interest 4.12x 6.42x 2.57x 3.01x 4.63x 5.10x 5.38x 5.39x (Adjusted CFO - Capital Expenditure) / Interest 3.43x 2.26x 1.09x 2.28x 4.66x 7.03x 6.50x 6.63x EBITDA / Total Fixed Charges 2.39x 3.34x 1.80x 1.96x 2.49x 2.61x 2.67x 2.68x Adjusted CFO / Total Fixed Charges 2.02x 1.29x 0.90x 1.54x 2.50x 3.51x 3.18x 3.24x Altman Z Score 1.82x 1.95x 1.68x 1.72x 1.80x 1.78x 1.76x 1.73x
  • 33. 33 Investment Thesis #2 – CBS strength in a declining cable TV market TV Media Segment Drivers  While the ad market has softened for linear TV, it certainly hasn't for the NFL as it has continued its dominance in viewership (93/100 top programs in 2023 viewership)  CBS’s NFL games were 7 of the top 15 NFL games in 2023, had an average of 20mm viewership per game, and a 2% increase in ratings per game over last season (even as cable subscriptions dropped)  CBS will be airing the Superbowl in February – CBS has the Superbowl every 4 years  It sold 100% of its ad inventory three months in advance at $7mm per 30 sec advertisement:  On average there's 50 minutes of ads. for a Superbowl  That equates to $700mm in ad. revenue (up $100mm from what Fox received last Superbowl)  $700mm in ad revenue in one event is equal to 8.4% of Paramount Global's total 2023E TV Media Segment ad revenue and 2.4% of 2023E Total Revenue  This development has us projecting TV Media ad revenue to rise in 2024 and the overall TV Media segment to be flat in 2024 (even with subscription declines) *Sources: Forbes, Axios Pro, Nielsen, SportsMedia Watch Resistance to Linear Decline Catalyst 1: Strength of NFL boosts ad revenue offsetting cable subscription decline, 2024 Superbowl creates meaningful earnings impact While the decline of Cable TV is real and meaningful, it does not affect all players equally – Paramount Global's sports, political programming and contracts give it leverage in shielding itself from the decline better than its competitors 19.9 2.0% -30% -20% -10% 0% 10% 20% 30% 0.0 5.0 10.0 15.0 20.0 25.0 30.0 35.0 40.0 45.0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 Average CBS NFL Games of 2023 Season (Chronological) 2022-2023Season NFL Game Average Viewership(CBS) Average Viewership (mm.) % Change Over Ratings Comp (2021-2022) in $USD millions 2020A 2021A 2022A 2023E 2024E TV Media 1.1 22734.0 21732.0 Perecent of Total Revenues 83% 80% 72% 70% 66% Advertising $9,062 $10,105 $9,345 $8,364 $8,489 Affiliate & Subscription 8,037 8,413 8,258 8,093 7,891 Licensing & Other 4,021 4,216 4,129 4,129 4,150 Total TV Media $21,120.0 $22,734.0 $21,732.0 20585.6 20529.4 % growth 7.6% (4.4%) (5.3%) (0.3%)
  • 34. 34 Investment Thesis #2 (Continued) – CBS strength in a declining cable TV market  Charter and Comcast are the two largest cable providers, serving 30mm+ subscribers – approximately 38% of Paramount Global’s TV Media revenue is from affiliate & subscription fees paid by these cable providers  Getting beneficial terms (high fee/sub.) from cable companies is key to maintaining TV Media Revenue  In December Paramount Global was entering a deal with Comcast where many believed they would have to make the same concessions as Disney had in its 2023 Charter deal  However, due to the strength of NFL viewership, Paramount was able to extend its previous deal with Comcast through 2026 and maintain all of its channels  This is a sign that Paramount will be able to get a similar (or better) deal with Charter  Negotiations with Charter will begin taking place in February (Deal must be signed by April):  This runs at the same point as CBS will air the Superbowl, then the UEFA Champions League Round of 16, and then the NCAA Men’s Tournament “March Madness”  Gives the company significant leverage in negotiations. We believe the company will receive a higher per subscriber fee in their next multiyear contract which will increase share price which will offset the costs of cable subscription decline  Paramount Global's primary sports properties (the NFL, UEFA Champions League, and NCAA men's basketball tournament) are under contract until 2030-2033: no new negotiation is beneficial  In the last election cycle, there was $8.5bn spent on political ads  Increased polarization leads to increased advertising spend (30% higher than projected and 100% higher than in 2016)  80% of ad. spend came on Broadcast/Cable, and while that will likely drop, the CAGR of political ad spend will more than offset that drop  CBS election coverage and hosting of debates will lead to boost in revenue segment in 2024 *Sources: Forbes, Axios Pro, Morgan Stanley * Industry Sports Media Rights Payment CAGR expected to be 7.3% through 2030 5.3 7.1 12.1 12.9 15.9 0 2 4 6 8 10 12 14 16 18 2016 2018 2020 2022 2024E U.S Political Advertising Spend (in $bn.) 0 0.5 1 1.5 2 2.5 3 3.5 4 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 CBS Sports Annual Media Rights Payments (in bn.) NFL Package UEFA Champions League NCAA Men's Basketball Tournament 0.1% CAGR (through 2030) Catalyst 2: Advantageous timing of when CBS has the Superbowl & March Madness Catalyst 3: Election Year and increased political ad. spend benefits TV Media
  • 35. 35 1.1 1.1 6.0 4.2 1.6 18.0 Global FAST Research Pluto TV Growth Our Model Pluto TV Growth Global FAST Pluto TV Revenue Growth vs Global FAST Market (in $bn.) 2022 2028E Investment Thesis #3 – Streaming flexibility gives clear path to profitability *Sources: 10Ks, Investor Presentations, The unprofitability of streaming has been a primary negative driver in the decrease in market value for Paramount. However, there are clear signs that Paramount’s DTC segment will overperform in the coming year. The market has overly focused on Paramount+ while missing the earnings potential for Pluto TV & international operations  Q3’23 earnings report showed DTC gaining momentum in terms of revenue, subscriptions, and profitability:  Profitability improvement occurred 6 months ahead of management predictions  30.1% DTC EBITDA growth from Q2‘23 to Q3’23 (LTM worse due to Showtime Integration expenses in Q1), revenue & subscriber growth among industry highs: price increases did not result in churn increase  Bundling: Paramount integrated Showtime content into Paramount+, close to a deal with Apple TV on bundling agreement, in discussions with WBD on bundling deal, Q3 2023 bundle deals with Delta, Amazon, & Walmart+  More competitors have expressed a willingness to bundle in 2024 which will reduce churn & DTC OpEx for all parties: Nearly every industry CEO has stated a desire to bundle with competitors in 2024  Free Advertising Streaming TV (FAST) is (ironically) the fastest growing segment of TV (20% CAGR)  Paramount has the largest & most successful FAST (Pluto TV): low OpEx & high revenue growth to boost DTC segment. Global FAST’s 2023 research states that Pluto TV will 4x revenue from 2022-2028 & represent 22% mkt. share *Model very conservatively assumes steep declining revenue/MAU & increased FAST competition High growth Pluto TV Catalyst 1: DTC Earnings Growth Through Pluto TV Performance & Bundling DTC Delta in subscribers, revenue, and operating income Q3 2022 subs. Q3 2023 subs. 2022 Revenue LTM Revenue 2022 EBITDA LTM EBITDA Subs. +(-) Revenue Delta Profit Delta ARPU Disney + 102.9 112.6 $8,188 $10,327 ($4,015) ($2,612) 9.4% 26.1% 34.9% $7.99 Netflix 230.7 247.2 $31,615 $32,742 $5,632 $6,007 15.8% 3.6% 6.7% $11.42 MAX 96.1 95.1 $9,693 $10,076 ($1,596) ($59) -1.0% 4.0% 96.3% $8.78 Hulu 47.2 48.5 $10,796 $11,226 N/A N/A 2.8% 4.0% N/A $19.55 Lionsgate 16.8 18.8 $1,536 $1,546 $788 $699 -87.8% 8.7% -11.3% $7.24 Peacock 21.0 28.0 $2,100 $2,995 ($2,515) ($2,898) 33.3% 42.6% -15.2% $10.19 Average 85.8 91.7 $10,655 $11,485 ($341) $227 -4.6% 14.8% 22.3% $10.86 Median 71.7 71.8 $8,941 $10,202 ($1,596) ($59) 6.1% 6.3% 6.7% $9.49 Paramount+ 46.0 63.4 $2,767 $3,895 ($1,819) ($1,748) 37.8% 40.8% 3.9% $5.93
  • 36. 36 239.0 421.0 665.2 997.8 1416.8 1898.6 2392.2 2021A 2022A 2023E 2024E 2025E 2026E 2027E Paramount DTC Ad Rev. Excl. Paramount+ & Pluto (in $bn.) Investment Thesis #3 (Continued) – Streaming flexibility gives clear path to profitability *Sources: Forbes, Axios Pro, Nielsen, Variety, Business Today Paramount Global Reliance (Media Operations) Bodhi Tree Viacom 18 (maintains 13.5% ownership) Jio Cinema 51% 13% 49% 60% 13% Disney (Indian Business Segment) 49% Merger benefits Paramount in giving it controlling stake in Jio Cinema Final effective Jio Cinema ownership: 55.6% for Paramount Global, 15.7% for Reliance, 15.1% for Disney, 6.9% for Vicacom18, and 6.7% for Bodhi Tree Dec. 2023: Disney Hotstar merged with Reliance Media and they will contribute $1.5 bn. in additional funding to Viacom18 & Jio Cinema April 2023: Reliance Industries merged its media business with Paramount Global and Bodhi Tree under Viacom18  The problem for US media companies in the Indian market has historically been the low ARPU and abundance of competition from other media players  Wave of consolidation: Previously, Paramount Global’s Indian streaming service “Jio Cinema” was competing with Reliance Industries' media unit (India’s largest company), Disney, Sony, Zee TV, Amazon, and Netflix, and other players for streaming  End result is Viacom 18 and Jio Cinema becoming the biggest media players in India across linear and streaming by every metric: viewership, content, subscribers, revenue – AVOD (48% of streaming revenue in India) increases substantially and pricing increases boost margins  Leading driver in boosting the company’s DTC ad. revenue India DTC Operations Ownership Structure (Post-Mergers) Catalyst 2: Heavy Consolidation in Indian Entertainment Landscape of 2023 Gives Paramount Heavy Pricing Power & Cost Optimization
  • 37. 37 Investment Thesis #3 (Continued) – Streaming flexibility gives clear path to profitability India OTT Market Share Analysis *Sources: PWC, Yahoo Finance India OTT Market Growth Analysis 15% 36% 12% 22% 15% India Streaming Viewership Market Shares (post integration) Sony+Zee Jio Cinema (Voot+Hotstar+JioCinema) Netflix Prime Video Other 1.8 3.5 0.0 1.0 2.0 3.0 4.0 2023 2027 Indian OTT Market Size (in $bn.) Why Focus on India?  India has one of the fastest growing OTT (streaming) market of any country and has a CAGR of almost 2x the rest of the globe, where the most opportunity for DTC revenue and profitability improvement lie How do the mergers directly benefit Paramount?  As part of the Disney Reliance deal, all Disney Hotstar content (Disney, Hulu, Fox), will be available on Jio Cinema which will be in addition to Paramount Global content, all WBD & NBCU content (through multiyear licensing deals), the IPL and World cup (two most viewed sports matches/tournaments in India), creating a content giant What about threats from Amazon/Netflix or recent Sony/Zee Merger?  Given that AVOD makes up 48% of the OTT revenue in India, we focused on viewership market share. Paramount’s Jio Cinema will now have the same market share as its two largest competitors combined – it will have substantial leverage over advertisers and be able to raise prices given its content and viewership 14.3% 7.4% 8.0% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% India OTT CAGR China OTT CAGR Global OTT Market CAGR OTT CAGR Comparison (2023-2027) *Voot was Viacom 18’s streaming service, being integrated into Jio Cinema
  • 38. 38 *Sources & Footnotes: WBD – Warner Brother Discovery, CMCSA – Comcast ATVI – Activision Investment Thesis #4 – M&A, Investment, and Partnership Opportunities As the broader media & entertainment space faces consolidation, Paramount Global is well positioned to take advantage of M&A and investment opportunity, whether that be an entire sale, offloading certain assets, or “non-technical” mergers in the form of content bundling & licensing 1. Offloading “non-core” assets  PARA has increasingly said one of their core goals now is to reduce leverage  PARA sold off Simon & Schuster to KKR for $1.62bn, all-cash, in October 2023  Proceeds will be used to decrease leverage 0.5x turn  Our SOP analysis indicates that the company’s core assets alone (CBS, Paramount+, Pluto TV, and Paramount Studios) represent a higher TEV than the current company has; furthermore, selling the assets would reduce leverage from 5.2x (including Simon & Schuster Sale) to 3.1x  BET alone garnered a $3.5bn offer from Bryon Allen  Offer is up 75% from Tyler Perry’s $2bn offer earlier this year 2. Skydance Media & RedBird Capital  A potential partnership could come from David Ellison (Founder & CEO of Skydance Media) and Gerry Cardinale (Founder & Managing Partner of RedBird Capital – Skydance talks with Redstone have been the most advanced  RedBird/Skydance wouldn’t technically buy PARA, rather they’d be purchasing Shari Redstone’s NAI, and control the company through her 10% economic stake (78% voting stake)  In the past, Paramount and Skydance media have co-produced films (Transformers, Mission Impossible, Top Gun Maverick) 3. Streaming Consolidation 4. Sale/Merger with WBD, CMCSA  On 12/19/2023, David Zaslav (CEO of Warner Bros. Discovery) and Bob Bakish (CEO of Paramount) held preliminary talks about a potential merger  Sources believe that Zaslav is eyeing the CBS broadcast network, its local stations, as well as CBS News and CBS Sports  A deal would allow WBD to sell off CNN and not overpay for NBA media rights as NFL rights and CBS news are of more value  Comcast, while conservative in deal talks, could strike a successful deal with PARA  Comcast & WBD likely to pay a significant control % premium due to the abundance of revenue & cost synergies  Paramount+ could massively improve profitability and minimize churn  Scenario A: Paramount+ operates on a standalone basis, while also offering various different bundles with other legacy media companies, Big Tech, or telecommunications businesses  Apple and Paramount have been in talks regarding a potential bundle  Verizon has been looking to tap into streaming via bundles  Scenario B:  Paramount+ and other streamers like WBD's Max or Comcast's Peacock cease to have individual streaming platforms and bundle their streaming platforms together  This would create the most cost savings and would look like the cable model
  • 39. 39 *Sources: CapIQ, Hollywood Reporter Investment Thesis #4 – We see a plethora of value creation across assets Paramount Global “non-core” assets “Non-core” asset offers  Assets determined “non-core” are those that are far removed from the main operations of Paramount (PARA+, CBS, PARA studio)  Paramount should sell off these “non-core” assets to receive $5.9bn in proceeds, which can be used to reduce its leverage profile  Current 2023E Total Debt/EBITDA is 5.2x – putting these assets up for sale would reduce leverage 2.1 turns to 3.1x  Paramount has begun to sell of “non-core” assets with the $1.67bn sale of Simon & Schuster to KKR (said proceeds used to pay down debt)  Additionally, Paramount has received interest for its BET and Showtime networks from various suitors over 2023 at substantial premiums in $USD millions Non-Core Assets Valuation Multiple Range TEV Range Median TEV Segment Method Statistic BET LTM Revenue $1,500 0.6x - 1.7x $855 - $2,535 $2,025 Nickelodeon LTM Revenue $662 1.5x - 3.6x 972 - 2362 1,601 Combination of other partially owned media LTM Revenue $1,132 1.0x - 3.4x 1,132 - 3,826 1,347 Miramax LTM Revenue $96 0.7x - 2.6x 69 - 250 147 ShowTime LTM Revenue $800 0.6x - 3.1x 448 - 2,496 792 2023E Leverage Leverage post-sale 5.2x 4.5x 3.9x 3.5x 3.4x 3.1x 3.1x Divested Assets BET $2,025 Nickelodeon $1,601 Other Media $1,347 Miramax $147 ShowTime $792 Divested Assets EV $5,912 Date Aug. 2023 Dec. 2023 Feb. 2023 Bidder Tyler Perry Byron Allen David Nevins Asset BET BET Showtime Offer $ $2bn $3.5bn $3bn Premium/Discount to SOP (1.2%) 75.0% 278.8% TEV/LTM Revenue 1.3x 2.3x 3.8x
  • 40. 40 *Sources: CapIQ, Wells Fargo Equity Research, Hollywood Reporter, WSJ, Reuters Investment Thesis #4 – After “non-core” sales, standalone company is compelling  Through SOP Analysis, after selling all noncore assets, core assets, the assets remaining still have an implied EV greater than the company’s current EV  Taking the most conservative multiple of comps from the various assets (~1.0x) the assets have an implied EV of at least $25,163bn, which leads to a 27.4% premium to the current market share price  Therefore, the company can massively reduce leverage by selling off assets and still be undervalued, largely benefiting investors Skydance now owns 31.5m PARA Class – A shares, worth ~$650mm + significant premium (effective control of PARA) Merge Skydance with Paramount studio, receive transaction proceeds at significant premiums, a much simpler business left over, driving shareholder value Raise an all-cash bid for Redstone’s NAI stake *Citi’s sum-of-the-parts analysis derived an EV of $38bn with a share price of $38* in $USD millions Core-Assets Valuation Multiple Range TEV Range Median TEV Segment Method Statistic CBS assets LTM Revenue $18,479 1.0x - 1.3x $17,740 - $24,022 $22,175 Paramount+ LTM Revenue $3,200 0.8x - 1.3x 2,592 - 4,192 3,584 Pluto TV LTM Revenue $1,195 1.0x - 2.9x 1,195 - 3,441 1,422 Paramount Studios LTM Revenue $3,246 1.1x - 5.9x 3,636 - 19,022 10,387 Low Median High Total Firm Value $25,163 $37,568 $55,677 Less: Net Debt (14,042.0) (14,042.0) (14,042.0) Total Equity Value $11,121 $23,526 $41,635 Shares Outstanding 651.4 651.4 651.4 SOP Price per share $17.07 $36.12 $63.92 Current Share Price $14.43 $14.43 $14.43 Premium/(Discount) to Market 18.3% 150.2% 342.8% Prescedent Transactions Closing Date Purchase Price Acquirer Target Implied EV/LTM Rev. Implied EV/LTM EBITDA 14-Jun-18 $85.4bn AT&T Time Warner 2.7x 9.6x 20-Mar-19 $71.3bn The Walt Disney Company Twenty-First Century Fox 1.3x 4.2x 17-Mar-22 $8.5bn Amazon.com, Inc. MGM Holdings Inc. 5.9x 27.5x 8-Apr-22 $43.0bn Discovery, Inc. Warner Media, LLC. 1.3x 5.0x 12-Sep-23 $9.3bn Endeavor WWE 7.0x 27.3x Mean 3.6x 14.7x Median 2.7x 9.6x
  • 41. 41 Paramount Global DCF Valuation – Implied Upside of 36.1% Commentary Primary Assumptions • High EBITDA growth in 2024 through new cable carriage deals, non-recurring restructuring expenses in 2023, DTC consolidation & ARPU growth, and improved theatrical profitability over 2023 • CapEx declining due to company’s stated focus on consolidating operations (both content and offices) • Cash savings from generally decreasing inventory balance across the projection period due to reduced content spend & lower leverage reducing interest 1. DTC profitability not improving due to ARPU growth being offset by stagnating or declining subscribers a) Bundling DTC services with competitors facing the same issue would allow more pricing power and reduce churn 2. Advertising revenue continues to drop on linear TV as they shift money to streaming (impacting EBITDA) a) Simulcast more sports matches on DTC to recapture advertising dollar shift 3. Possibility of having to refi debt at higher interest rate a) Sale of non-core assets to reduce leverage Risk Factors & Mitigants • Changes in Working Capital & Amort. of content costs… are so high due to nature of inventory (content) and DIO>365. Inventory rolls of balance sheet and expensed a year after there is a cash spend on content • Amortization expense within “D&A” is relatively low given that majority of company’s) intangible assets are tested for impairment and not amortized Discounted Cash Flow Analysis (TV multiple method & Gordon growth method) in $USD millions 2023E 2024E 2025E 2026E 2027E EBITDA $2,831 $3,977 $4,212 $4,256 $4,057 D&A (414) (401) (388) (373) (386) Operating Income (EBIT) 2,401 3,560 3,808 3,867 3,654 Taxes (427) (634) (678) (688) (650) After-Tax EBIT 1,974 2,927 3,130 3,179 3,004 Depreciation 384 371 358 343 356 Amortization 30 30 30 30 30 Content Impairment 16 16 16 16 16 Stock Based Compensation 167 185 189 189 186 Amortization of Content Costs and Participation and Residuals Expense (non-cash) 14,695 14,648 14,568 14,748 15,040 Changes in Working Capital (14,945) (15,390) (14,266) (15,172) (15,530) Capital Expenditure (excl. financed Capital Expenditures) (360) (351) (342) (333) (315) Purchase of Intangible Assets (20) (20) (20) (20) (20) Unlevered Free Cash Flow $1,941 $2,416 $3,662 $2,981 $2,768 Terminal Value (Gordon Growth Method) $28,752 Terminal Value (EBITDA Multiple Method) $28,560 TV Present Value (using Gordon Growth TV method) $1,755 $1,977 $2,710 $1,995 $19,085 TV Present Value (using EBITDA multiple TV method) $1,755 $1,977 $2,710 $1,995 $18,969 $20 5.0x 6.0x 7.0x 8.0x 9.0x 7.6% $16.24 $20.57 $24.90 $29.22 $33.55 8.6% $14.79 $18.92 $23.05 $27.18 $31.32 9.6% $13.41 $17.36 $21.30 $25.25 $29.20 WACC 10.6% $12.10 $15.87 $19.64 $23.41 $27.18 11.6% $10.85 $14.46 $18.06 $21.67 $25.27 12.6% $9.66 $13.11 $16.56 $20.01 $23.45 13.6% $8.53 $11.83 $15.13 $18.43 $21.73 Implied Share Price at Assumed WACC & TV Multiples TV Multiple Terminal Value (Multiples Method) Terminal Multiple 7.0x Terminal Value $28,560 Present Value of Terminal Value $18,969 Enterprise Value $27,406 Plus: Cash on Balance Sheet 1,804 Minus: Noncontrolling Interest (570) Minus: Market Value of Debt (15,846) Equity Value $12,794 Shares Outstanding (in millions) 651.4 Market Value / Share $19.64 Current Share Price $14.43 Implied Upside (Downside) 36.1%
  • 42. 42 Paramount Global Valuation Overview Our implied share price is $19.73 a 36.7% premium to the current market price, and an 11.3% premium to the 52-week average * Median of M&A Comps lower due to majority of similar transactions taking place before 2022 when the industry was more stable *Excluding revenue multiples across valuation methods which produced share prices in excess of $70 Premiums to various prices Current share price (2/2/2024) 36.7% 52-week low 87.7% 52-week high (23.9%) 1-month VWAP 32.3% 3-month VWAP 44.1% 6-month VWAP 41.1% 12-month VWAP 39.1% Valuation Output Summary Premiums Current Share Price (as of 2/2/2024) $14.43 Base Case $19.73 36.7% 85.4 #DIV/0! discount Downside Case $16.61 15.1% -100.00% Upside Case $22.54 56.2% -100.00% Extreme Downside $12.98 (10.0%) $- $10.00 $20.00 $30.00 $40.00 $50.00 $60.00 $70.00 DCF (Exit Multiples Method) DCF (Perpetuity Growth Method) Sum-of-the-Parts Implied EV/ LTM EBITDA EV/EBITDA 23E EV/EBITDA 24E 25th to Median Median to 75th Implied Price/Share Trading Comps M&A Comps Sum-of-the-Parts DCF Analysis
  • 43. 43 Appendix 1 – Trading Comps & Media TEV/EBITDA multiples in millions except for share price data Company Closing Price (1/19/2024) 52-Week High % of 52-Week High Shares Outstanding Equity Value Enterprise Value EV/ EBITDA 22A EV/ EBITDA LTM EV/ EBITDA 23E EV/ EBITDA 24E EV/ Revenue 22A EV/ Revenue LTM EV/ Revenue 23E EV/ Revenue 24E Dividend Yield Warner Bros. Discovery $10.35 $16.34 63.3% 2,439 $25,240 $70,459 16.5x 12.0x 6.7x 6.6x 2.9x 1.7x 1.7x 1.7x NM The Walt Disney Company $93.06 $118.18 78.7% 1,830 $170,328 $213,654 15.2x 12.9x 12.8x 11.8x 2.6x 2.4x 2.4x 2.3x 0.7% Comcast Corporation $43.35 $47.46 91.3% 4,025 $174,488 $271,846 6.5x 6.9x 7.2x 7.0x 2.0x 2.2x 2.3x 2.2x 2.7% Netflix $482.95 $503.41 95.9% 492 $237,708 $218,252 21.3x 31.9x 29.7x 23.3x 4.5x 6.9x 6.5x 5.7x NM Lions Gate Entertainment $10.66 $12.09 88.2% 235 $2,505 $6,446 23.5x 13.2x 23.2x 13.5x 2.0x 1.6x 1.7x 1.6x NM Fox Corporation $28.73 $37.26 77.1% 483 $13,871 $19,036 6.7x 6.3x 6.3x 7.0x 1.4x 1.3x 1.4x 1.3x 1.7% Nexstar Media Group $172.53 $217.76 79.2% 34 $5,849 $12,845 5.8x 7.8x 8.9x 5.8x 2.8x 2.3x 2.4x 2.3x 3.1% Q1 6.5x 6.9x 6.7x 6.6x 2.0x 1.6x 1.7x 1.6x 0.9% Mean 13.6x 13.0x 13.5x 10.7x 2.6x 2.6x 2.6x 2.4x 2.0% Median 15.2x 12.0x 8.9x 7.0x 2.6x 2.2x 2.3x 2.2x 1.7% Q3 21.3x 13.2x 18.0x 11.8x 2.9x 2.7x 2.4x 2.3x 3.0% Paramount Global $13.40 $25.93 51.7% 651 $8,729 $25,078 8.0x 12.0x 8.9x 6.3x 0.8x 0.8x 0.9x 0.8x 1.5% 0.0x 5.0x 10.0x 15.0x 20.0x 25.0x 30.0x 35.0x FIlm/TV Company TEV/LTM EBITDA Changes Paramount Global (NasdaqGS:PARA) - TEV/EBITDA Warner Bros. Discovery, Inc. (NasdaqGS:WBD) - TEV/EBITDA Lions Gate Entertainment Corp. (NYSE:LGF.A) - TEV/EBITDA Comcast Corporation (NasdaqGS:CMCSA) - TEV/EBITDA The Walt Disney Company (NYSE:DIS) - TEV/EBITDA Netflix, Inc. (NasdaqGS:NFLX) - TEV/EBITDA
  • 44. 44 Appendix 2 – Content spend, streaming prices, segment revenues & EBITDA analysis $0.00 $20.00 $40.00 $60.00 $80.00 $100.00 $120.00 $140.00 2019 2020 2021 2022 2023 Ad-Free Streaming Prices Per Month 2019-2023 Netflix Disney+ MAX Hulu Peacock Paramount+ Prime AppleTV 2,747 2,831 3,977 4,212 4,256 4,057 (2,500) 2,500 7,500 12,500 17,500 22,500 2022A 2023E 2024E 2025E 2026E 2027E Segment Revenue vs EBITDA Breakdown (in $bn.) TV Media Revenue TV Media EBITDA DTC Revenue DTC EBITDA Filmed Entertainment Revenue Filmed Entertainment EBITDA Total EBITDA -10% 0% 10% 20% 30% 40% 50% 60% 0 5,000 10,000 15,000 20,000 25,000 2022 2023 2024 2025 2026 2027 Model Segment Revenue Growth/Decline (in bn.) TV Media Direct-to-Consumer TV Media Growth DTC Growth Total Growth
  • 45. 45 Appendix 3 – Weighted Average Cost of Capital Calculation (WACC) DCF WACC Calculation WACC Calculation Cost of Equity Shares Outstanding (in mm.) 651.4 Share Price (as of 1/11/23) $13.35 Market Value of Equity 8696.2 Unlevered Beta Adjusted for Cash 1.25 Cash on Balance Sheet 1804 Market Value of Debt and Equity 24542.2 Cash/Market Value of Debt and Equity 7.4% Unlevered Beta 1.16 Tax Rate 17.8% Debt/Equity Ratio 182.2% Levered Beta 2.91 Risk-Free Rate (30- Year Treasury Bond) 4.41% Risk Premium 5.70% Cost of Equity 21.0% WACC 10.6% Cost of Debt Revolving Credit Facility (1 mnth. Sofr + 1.00%) 0.0 Miramax Credit Facility (1 mnth. Sofr + 3.00%) 55.0 Finance Leases (3.6%) 10.0 Senior Secured Notes (5.97% Blended Coupon) 8,749.0 Senior Debentures (5.97% Blended Coupon) 5,261.0 Junior Debentures (6.45% Blended Coupon) 1,771.0 Market Value of Debt 15846.0 Pre-Tax Cost of Debt 5.9% After-Tax Cost of Debt 4.8%
  • 46. 46 Appendix 4 – Direct-to-consumer growth drivers DTC Segment Growth Drivers in $USD millions 2020A 2021A 2022A 2023E 2024E 2025E 2026E 2027E Direct-to-Consumer 1815.0 3327.0 4904.0 Percent of Total Revenues 7% 12% 16% 20% 24% 28% 31% 33% Advertising 686.0 1298.0 1533.0 Pluto TV MAUs 43.1 64.4 78.5 88.8 99.1 109.1 118.5 126.9 Pluto TV Revenue/MAU (dollar amount) 13.0 16.4 14.2 13.5 12.9 12.3 11.9 11.5 Pluto TV Revenues 562.0 1,059.0 1,112.0 1,194.8 1,273.4 1,345.9 1,410.5 1,465.3 Other Streamers Ad Revenue 124.0 239.0 421.0 665.2 997.8 1416.8 1898.6 2392.2 Total Advertising Revenue 686.0 1,298.0 1,533.0 1,860.0 2,271.2 2,762.7 3,309.1 3,857.5 Subsription Revenue 1129.0 2029.0 3371.0 Paramount+ Subscribers 11.7 32.8 55.9 62.6 68.4 72.8 75.6 76.3 Paramount+ Subscription Revenue/Subscriber (dollar amount) 53.6 41.1 49.5 59.6 69.2 77.1 82.5 84.6 Paramount+ Revenue 627.0 1,347.0 2,767.0 3,734.3 4,732.5 5,619.8 6,238.6 6,458.6 Other Subcribers 18.2 23.3 21.4 18.8 16.4 14.1 12.0 10.1 Other Subscripition Revenue/Subscribers 27.6 29.3 28.2 24.8 21.9 19.4 17.4 15.6 Other Subcription Revenue 502.0 682.0 604.0 466.7 358.5 273.8 207.8 156.8 Total Subscription Revenue 1,129.0 2,029.0 3,371.0 4,201.0 5,091.0 5,893.5 6,446.5 6,615.3 Total DTC Segment $1,815 $3,327 $4,904 $6,061 $7,362 $8,656 $9,756 $10,473 % growth 83.3% 47.4% 23.6% 21.5% 17.6% 12.7% 7.4%
  • 47. 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 Joe Possumato | Research Analyst Joe Liu | Research Analyst Kevin Liu | Research Analyst Nolan De Jesus