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 numerous fascinating 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 virtually 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, nevertheless, even a month after the transaction was introduced (and with a comparatively fast, “early Q3” shut) a big low cost stays. The change ratio set forth within the merger settlement is estimated to be 8.4 (would possibly transfer round ever so barely) shares of SIRI shall be issued to every share of LSXM. Utilizing the present share costs, the unfold is roughly 44.1%.
Mentioned one other approach, one may successfully purchase SIRI for $3.62/share by way of LSXM at present. Why would possibly 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 proportion owned by Liberty Media). That may play a small half in it (however SIRI is not presently available in the market and presumably arbs are shorting SIRI towards LSXM), however I consider the bigger motive for the unfold continues 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).
Taking a look at LSXM from a elementary perspective, you may create SIRI for a reasonably low-cost valuation that ought to present some draw back safety submit merger completion if certainly SIRI is the overvalued facet of the commerce.
As all the time, please be at liberty to level out the place I is perhaps incorrect. I am utilizing 2024 estimates from Tikr as administration hasn’t offered steerage but. It needs to be famous that SiriusXM is in the course of giant multi-year capex spend on revamping their satellites and free money circulate ought to bounce significantly beginning in 2025. Publish-close, SIRI ought to grow to be eligible for extra index inclusion, together with the S&P 500 the place it’s presently excluded as a managed firm. Much like JXN or others, that might present assist for the shares and add a flip or two to the a number of.
There may be some enterprise threat 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 absolutely 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 getting older they usually 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 approach, this can be a surprisingly resilient enterprise and needs to be pretty steady within the close to to medium time period.
Disclosure: I personal shares of LSXMK
