[外電] The Nationals Lost Money Because of th
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The Nationals Lost Money Because of the RSDC Decision
Posted by Matt Perez at 06:00
Summary: While the RSDC decision allows the Nationals to receive more money
in media rights fees than MASN's request, it also causes the Nationals to
lose money due to lower equity stake distributions and loss of equity value.
The amount that the Nationals lose due to lower equity stake distributions
and loss of equity value is larger than the amount they gain in total media
rights fees. Therefore this decision causes them to lose money.
Warning! Gory Mathematical and Financial Details Ahead! It’s hard to
sufficiently explain how valuations work without using jargon that can be
difficult to understand.
The latest documents from the MASN case shed light on confidential
conversations about a possible sale of MASN. These discussions ultimately
weren’t fruitful but the parties created numerous pro forma documents
discussing potential terms for a sale. These documents include figures that
make it possible to determine the equity value of MASN and therefore discuss
the total difference in value between MASN and the RSDC's proposals from
2012-2016.
There are two factors that are necessary to determine the equity value of an
enterprise. The first is the “exit multiple.” The second factor is the “
discount rate.” Let's start with the "exit multiple." Basically, an RSN is
valued based on its profits. An RSN that earns $100 million in profits is
more valuable than one that earns $10 million. But one wouldn't agree to sell
their business for one year's worth of profits by itself. So, the “exit
multiple” is used to determine how much more than profits a business should
be worth. The "exit multiple" multiplied by profits determines the future
value of an RSN. This also means that if MASN earns less in profit, then
it's worth less as an enterprise.
The “discount rate” is used to determine the rate of return necessary for
one to invest in a business. This takes into account rates of return for
other investments as well as possible risk. Think of it this way. I can
invest money in treasuries and be highly certain that they won't default. If
I were to buy a 30-year bond for Sears, it is considerably less likely that
they won't default. Therefore, I may want to use a discount rate of 2% when
buying a treasury bond while using a discount rate of 20% when buying a bond
from Sears. I need to receive a higher rate of return from Sears than from
U.S. treasuries because an investment in Sears is so much riskier.
These pro forma documents indicate that a fair exit multiple is 15 and a fair
discount rate is between 9-11% for a network owned by a media company. They
argue that a fair “exit multiple” for MASN under current conditions is
between 12 and 15 while a fair discount rate is between 11-13%. The people
who drafted these documents believe that the RSDC decision reduces the
certainty of future MASN cash flows as well as the viability of MASN as a
profitable RSN. In other words, they believe that it is reasonable to claim
that a fair “exit multiple” is 15 while a fair discount rate is about 11%.
However, they also believe that MASN's value should be discounted due to the
RSDC being unwilling to allow MASN to earn a reasonable profit. If the RSDC
is going to force MASN to pay unreasonable rights fees, then any buyer is
going to refuse to pay full price (even if they were allowed to pay fair
rights fees).
By multiplying the last year of free cash flow by the exit multiple listed
above one can determine the terminal value of MASN at the end of 2016. Once
that is known, it is possible to determine the present value (present value
is 2012 and not 2014 because 2012 is when the deal started) of MASN by means
of discounting expected income streams using the discount rate while also
using the discount rate to determine the present equity value of MASN.
There have been enough documents that it is possible to determine MASN's
revenues, expenses, media rights fees, profits, and equity distribution
according to both MASN and the RSDC. This pro forma document created by Allen
& Co. has helpful information.
I've also created a document and spreadsheet that discuss in more detail what
results I use for MASN's and the RSDC's proposals based on what is in the
actual reports.
According to MASN's proposal, MASN is predicted to earn a profit of roughly
$67.7 million in 2016 and therefore has a terminal value in 2016 of $1.01
billion. With a discount rate of 11% over a five-year period, the present
value of terminal value is $603 million of which 83% will belong to the
Orioles and 17% will belong to the Nationals. Determining the present value
of media rights fees and equity distribution can be accomplished by
discounting 11% per year from the amount of each received. For example, the
Orioles and Nationals are expected to earn $42M in media rights fees in 2015.
That amount is equal to $42M/1.11^3 or roughly $30.7M in 2012 dollars. In
order to determine future value, one would increase the amount received by
11% until 2016. So, the $42M that each team receives in media rights fees in
2015 is worth $46.66 million in 2016. The chart below shows how much revenue
each team earns from media rights fees and equity distributions using both
present and future value using MASN's proposal.
According to the RSDC's proposal, MASN is expected to earn a profit of
roughly $24 million in 2016 and therefore has a terminal value in 2016 of
$360 million. The present value of its terminal value is $213.5 million. The
chart below shows how much revenue each team earns from media rights fees and
equity distributions using both present and future value.
This chart shows how much the Nationals and Orioles will earn using present
and future value from each of these proposals. I use gross rights fees rather
than net rights fees to determine total value because the Nationals currently
would be eligible for revenue sharing if they weren’t ineligible due to
being in a top 15 market. As a result, they won’t be paying revenue sharing
tax on all of the money that they receive in rights fees and therefore using
gross rights fees allows for a more accurate comparison.
Both the Orioles and the Nationals will receive increased rights fees from
this deal but both will suffer significant losses in equity distributions and
equity value. While the Orioles would suffer significantly larger losses if
the RSDC decision is upheld, this would also result in the Nationals losing
anywhere from $25-50 million dollars over the five-year period.
It is worth noting that a significant amount of the value that the Nationals
will lose is from their loss of equity. The Nationals or Orioles will not be
able to take advantage of any of this money unless they sell MASN to an
outside buyer or if the owners of the Nationals or Orioles sell their team.
It is also possible for both parties to agree to a media rights deal that
could significantly increase the value of MASN right before selling it to an
outside party and therefore increasing the value of MASN. However, pro forma
documents written by Allen & Co. show that potential buyers consider the RSDC
decision to be a detriment to MASN's value and therefore would reduce the
amount that they’re willing to offer. Simply put, potential buyers aren't
stupid.
The reason why the Nationals are willing to accept a deal where they lose
money is because they believe they can receive higher rights fees in a
situation where their media rights are not controlled by MASN. They believe
that they can either force MASN to demand higher carriage fees (which will
allow MASN to pay the Nationals a larger media rights fee while remaining
profitable) or force MASN to sell the Nationals their rights. If the RSDC
does decide that Bortz should be used, then MASN will likely be profitable
for the foreseeable future and it could be a long time until the Nationals
regain control of their media rights.
In the meantime, the value of the Nationals equity stake in MASN has
decreased due to the RSDC's decision. At least from 2012-2016, the Nationals
would receive more value for their rights if MASN had won rather than the
RSDC.
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