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Thursday, June 20, 2024

Monitoring Inventory, Merging with SIRI


As most know, Liberty SiriusXM Group (LSXMA/Ok) is the Malone-style monitoring inventory for Liberty Media’s majority possession curiosity in SiriusXM (SIRI).  Liberty famously bailed out SIRI following the monetary disaster and made a killing on the funding (a lot of it early of their holding interval).  Practically fifteen years later — skipping over quite a lot of attention-grabbing historical past — in December, Liberty Media reached an settlement to formally split-off their stake and merge it again with SIRI, making a simplified one-class share construction on the satellite tv for pc radio supplier.  

As nearly all monitoring shares do, LSXM has traded at a major low cost to underlying shares it’s meant to trace, this transaction is supposed to break down that low cost, nonetheless, even a month after the transaction was introduced (and with a comparatively fast, “early Q3” shut) a big low cost stays.  The alternate ratio set forth within the merger settlement is estimated to be 8.4 (may transfer round ever so barely) shares of SIRI might be issued to every share of LSXM.  Utilizing the present share costs, the unfold is roughly 44.1%.

Mentioned one other manner, one may successfully purchase SIRI for $3.62/share by way of LSXM right now.  Why may this discrepancy exist?  The first argument I’ve seen is SIRI shares are overvalued as SiriusXM has pursued a typical Malone-style levered fairness mannequin and repurchased a major quantity of SIRI inventory, which has artificially elevated the worth of SIRI and diminished liquidity (and elevated the share owned by Liberty Media).  That may play a small half in it (however SIRI is not at present available in the market and presumably arbs are shorting SIRI towards LSXM), however I imagine the bigger purpose for the unfold remains to be the hated monitoring inventory construction, many buyers do not perceive it or just cannot personal it (will not discover LSXM in lots of index funds).

LSXM from a basic perspective, you may create SIRI for a reasonably low cost valuation that ought to present some draw back safety put up merger completion if certainly SIRI is the overvalued aspect of the commerce.

As all the time, please be happy to level out the place I is perhaps incorrect.  I am utilizing 2024 estimates from Tikr as administration hasn’t supplied steerage but.  It must be famous that SiriusXM is in the course of massive multi-year capex spend on revamping their satellites and free money movement ought to bounce significantly beginning in 2025.  Submit-close, SIRI ought to grow to be eligible for extra index inclusion, together with the S&P 500 the place it’s at present excluded as a managed firm.  Much like JXN or others, that would present assist for the shares and add a flip or two to the a number of.

There’s some enterprise danger right here, SiriusXM could have appreciable debt at 3.9x EBITDA and a comparatively flat development profile.  SiriusXM does plan to prioritize deleveraging following the shut of the transaction to get again to their 3-3.5x goal leverage ratio, earlier than totally turning again on the buyback machine.  Whereas their churn is remarkably low (surprisingly, even throughout Covid, subscribers did not cancel regardless of commutes dropping), their subscriber base is ageing and so they proceed to face competitors from Apple, Spotify and others. They’re reinvesting within the enterprise to push again on competitors, launching a brand new tech stack, together with a streaming solely model, however I view these efforts as principally defensive.  Both manner, it is a surprisingly resilient enterprise and must be pretty secure within the close to to medium time period.

Disclosure: I personal shares of LSXMK

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