WBD/Paramount merger - Hollywood Reporter; The Vultures Are Circling: Who Will Walk Away With Paramount?

Story from Hollywood Reporter:

The most consequential entertainment business story of 2024 was kickstarted by two pro operators having a pre-Christmas meal. The Dec. 19 lunch between Warner Bros. Discovery CEO David Zaslav and Paramount Global CEO Bob Bakish, held at Paramount’s New York office, instantly ignited a firestorm of “what ifs,” as the future of the storied studio was suddenly in question.

Is Paramount for sale? Or is controlling shareholder National Amusements? Or both? But the future of Paramount — and for that matter Warner Bros. Discovery — may be defined by a cast of characters straight out of central casting: A trio of scions forging their own path in the footsteps of their mogul fathers (Shari Redstone, David Ellison, Brian Roberts); a pair of self-made billionaire investors who find their fortunes tied up in the debt-laden companies at the heart of the deal (John Malone, Warren Buffett); and a handful of professional executives seeking moguldom — or at least a healthy return — on their own terms (Zaslav, Bakish, Gerry Cardinale).

• THE DECIDER:
• Shari Redstone
• Title President and CEO of National Amusements Inc., non-executive chair of Paramount Global
• Paper value of Paramount holdings About $1 billion
• Companies controlled National Amusements, Showcase Cinemas, Paramount, CBS
• Family connection She inherited the media empire founded by her father, Sumner Redstone.

In August 2019, when the boards of Viacom and CBS officially decided to recombine the separate pieces of Sumner Redstone’s media empire, Shari Redstone used the opportunity to tout the saying her father was most famous for: “Content is king.”

“Never has that been more true than today,” Redstone said of the merger.

When the deal was announced, the combined value of the companies was about $30 billion. As of the end of the year, it was just below $10 billion. With Disney’s scale, Netflix taking off like a rocket ship, Warner Bros. Discovery’s finances improving and NBCUniversal benefiting from Comcast’s fire hose of cash, Paramount seems to be the odd man out, with analysts concerned about its debt and its ability to continue growing.

For Redstone, selling the company would be about securing whatever cash she can from her father’s empire, but also letting her forge her own legacy through her venture investment firm, Advancit Capital, exiting the family business to focus on other endeavors and allowing the rest of the Redstones to reap whatever financial rewards can be secured. As one connected source notes, Shari’s debt is only $1 billion at the National Amusements level, but that debt was being serviced by Paramount profit. When Paramount went all in on streaming, the dividend that helped fund the Redstone family was slashed and NAI was under pressure, leading to a $125 million investment from the merchant bank BDT & MSD Partners. As for the leaks about the Warner Bros. Discovery meeting and Skydance dalliance … it always helps to spark some interest in the market.

• THE OPPORTUNISTS:
• David Ellison & Gerry Cardinale
• Title Founder and CEO of Skydance Media; founder and managing partner, RedBird Capital
• Key holdings and investments Skydance, Skydance Sports, Skydance Animation, RedBird IMI, the UFL, SpringHill, Artists Equity
• Family connection Ellison is the son of Oracle founder Larry Ellison and brother of Annapurna Pictures founder Megan Ellison.
• Thanks, partner Skydance has partnered with Paramount on films from the Star Trek, Transformers and Mission: Impossible franchises.

Larry Ellison made his billions as a technology mogul, founding the software giant Oracle. His children, however, have had their eyes on Hollywood for years. With Skydance in the midst of a significant expansion, David Ellison now covets the Paramount studio itself. Ellison’s Skydance partnered with RedBird Capital founder Gerry Cardinale, a former Goldman Sachs banker, to kick the tires on an acquisition of National Amusements, the Redstone family holding company.

If Warner Bros. Discovery is the obvious megamerger partner, Skydance and RedBird are the opportunists, seeking to buy control of Paramount at a discounted price (NAI owns only 10 percent of Paramount’s equity but controls 80 percent of its voting shares). If they were successful and wanted to split up the company, the Paramount studio and lot would turbocharge Skydance, while the CBS, sports and media assets would fit nicely into RedBird’s portfolio. Or if Ellison and Cardinale want the whole thing, two former media executives are already in the RedBird fold: Jeff Zucker, the ex-NBCUniversal and CNN chief who runs the fund RedBird IMI, and former NBCUniversal CEO Jeff Shell, who has been holding talks to join Cardinale’s firm. But as one source noted, if Ellison is successful, “Then what do you do? You would have to explain what you’re doing differently.” And in a challenged media environment, that’s easier said than done.

• THE DEALMAKER:
• David Zaslav
• Title CEO of Warner Bros. Discovery
• Notable deals Scripps Interactive ($12 billion), WarnerMedia ($43 billion)
• Signature moves Synergies and creative cost-cutting
• Symbolic move Zaslav works from Jack Warner’s desk when he’s in Los Angeles.

David Zaslav’s career as a CEO has been defined by deals, from Scripps Networks to the golf emoji that kick-started the $43 billion WarnerMedia merger, giving him control of a Hollywood and sports power player.

So it should not be much of a surprise that when Zaslav strolled into Bakish’s office, he was happy to talk Paramount. After all, Zaslav already owns the late Robert Evans’ home in Beverly Hills — why not complete the package by securing his office, too?

But one well-connected source wonders: Does Zaslav really want all of Paramount? They think he has his eyes set on the CBS broadcast network, its local stations, CBS Sports and CBS News. Such a deal would bring a broadcast network into the Warner Bros. Discovery fold (important for deals with sports leagues), bring Warner Bros. Discovery into the mix with the NFL, reunite the March Madness rights under one roof and add other big sports rights, like The Masters, to Warner Bros. Discovery’s portfolio.

Zaslav’s bread and butter — cost-cutting and efficiency-hunting — could be let loose on the sports and news sides of the business, merging CBS News and CNN and CBS Sports and Warner Bros. Discovery Sports. Another source speculates that Zaslav might have other goals in mind, especially as rumors of an NBCUniversal/Warner Bros. Discovery tie-up have swirled: “If you’re Zas doing a deal with Comcast, you’re not in charge. If you’re Zas merging with Paramount, you are in charge.”

• THE OPERATOR:
• Bob Bakish
• Title CEO of Paramount Global
• Key IP Star Trek, Mission: Impossible, SpongeBob SquarePants, PAW Patrol, South Park
• Big bets Taylor Sheridan, Chris McCarthy, Pluto TV
• Linear cutbacks Paramount has folded Showtime into Paramount+ and shut down such classic media brands as Showtime Sports and MTV News.

Just before Thanksgiving, before the Zaslav meeting, before any rumors of a Skydance dance, Paramount stock rallied thanks to a golden parachute.

The company revealed in a securities filing that Bob Bakish now has a change-in-control severance protection plan, colloquially known as a “golden parachute,” which would pay out in the event of a sale of the company. The disclosure fueled speculation (accurate, it seems) that Paramount and Redstone were thinking of their options.

Bakish rose to the top of Paramount thanks to his operational skills abroad and the trust he earned from Redstone. But his track record has been mixed: The Taylor Sheridan universe has been a bona fide win, but the reluctance (so far, at least) to sell off pieces like Showtime and BET has troubled Wall Street.

“You would have a massive clusterfuck to buy the studio,” one source says. “Could be a bidding war.” Does the strategy change at Paramount ahead of a sale? Or does he stay the course until there’s a new owner in town?

• THE STRATEGIST:
• John Malone
• Title Chairman of Liberty Media, board member of Warner Bros. Discovery
• Net worth $10 billion, per Forbes
• Nickname “The Cable Cowboy”
• Also famous for Finding creative ways to avoid taxes, being the second-largest private land owner in the U.S.

In a media landscape filled with the children of moguls and wannabe moguls, John Malone is the rare self-made billionaire. He earned the nickname “The Cable Cowboy” for his aggressive M&A strategies in the telecom space and for his public fights with the FCC. Nowadays, he may be best known for owning more than 3,400 square miles of land in nine states, including Colorado, where he lives, and for his love of tax-avoidance strategies. (A recent CNBC interview saw an extended riff from him on grantor retained annuity trusts, or GRATs, a favorite tax scheme for the ultra-wealthy: “Estate planning is just driving me nuts these days,” Malone said.)

But beyond his holdings, Malone is a major shareholder in Warner Bros. Discovery and a mentor and adviser to Zaslav. The deal to merge WarnerMedia and Discovery required his blessing, and it was his suggestion of a Reverse Morris Trust transaction (and its tax-free benefits) that put Warner Bros. Discovery in its current unusual position: Warner Bros. Discovery can’t do any major deals until April to keep its tax benefits, but Malone has spoken frequently about the need for legacy media to consolidate in order to take on big tech.

Malone, 82, is firmly in legacy-building mode: He helped build the modern media industry via the consolidation of the cable TV sector, and now his protégé is running an entertainment powerhouse. He may want to shepherd one more deal — as long as it’s tax-free, of course.

• THE EMPIRE BUILDER:
• Brian Roberts
• Title Chairman and CEO of Comcast
• Net worth $2.1 billion, per Forbes
• Companies controlled Comcast Cable, NBCUniversal, Sky Group
• Family connection Roberts took over Comcast from his father, founder Ralph Roberts.

The media industry has its share of scions turned moguls. Rupert Murdoch inherited his father’s Australian newspapers and turned them into a global conservative media empire. Brian Roberts took over his father’s regional cable system and turned it into a $175 billion cable and content behemoth. In a world where Paramount, Warner Bros. Discovery and NBCUniversal are seen as subscale compared to Netflix, Disney and Amazon, NBCU has one thing going for it: Comcast and its endless cash flow.

Roberts, like Zaslav, has long been eager to expand Comcast through M&A. The NBCU acquisition was a big success, though its 2014 attempt to buy Time Warner Cable failed (Charter ended up taking home the prize). Roberts is a big believer in the “transformative” deal.

But is Paramount or Warner Bros. Discovery the right deal to be had? Comcast president Mike Cavanagh told investors at a recent UBS conference that “the bar has to be really high” for a deal. Would Warner Bros. Discovery or Paramount meet that bar?

Or is Roberts holding out for something bigger, like a deal involving a video game company? Comcast and Electronic Arts previously held merger talks, though that deal fell apart over questions of valuation and control (Roberts wants his family to retain it). Perhaps other players in the space could be open to dealmaking.

One source thinks that Roberts was waiting for a bargain: “[He] was saying, ‘Let me watch Shari’s ice cube melt some more.’” But the Warner Bros. Discovery talks could ultimately spark something with one party or the other.

Or he could play spoiler using his company’s “fire hose of cash,” just as he did with Disney’s $71 billion Fox acquisition, which Comcast bid up before focusing on the Sky assets: “Roberts could jump in, or at least try to bid it up for whoever does buy it.”

• THE CENTIBILLIONAIRE:
• Warren Buffett
• Title Chairman and CEO of Berkshire Hathaway
• Net worth $120 billion, per Forbes
• Nickname “The Oracle of Omaha”
• Key stock investments and owned companies Apple, American Express, Coca-Cola, Dairy Queen, Geico

The founder of Berkshire Hathaway has quietly amassed the largest economic stake in Paramount, with Berkshire holding more than 20 percent of the company’s nonvoting shares. When Berkshire first disclosed its Paramount purchase in May 2022, it caught even senior executives at the company off guard, sources say.

Executives at Paramount viewed Warren Buffett’s investment as an affirmation of their strategy. But the billionaire seems to have soured on the company.

Onstage at the CHI Health Center Arena in May in Omaha, Nebraska, Buffett was asked about the Paramount investment as part of his annual marathon Q&A session with Berkshire shareholders. “It’s not good news when any company cuts its dividend dramatically,” Buffett said of Paramount.

He was similarly bearish on the streaming business: “There are a lot of companies doing it, and you need fewer companies or you need higher prices, or it doesn’t work,” Buffett said. “You’ve got a bunch of companies that don’t want to quit. Who knows what pricing does under that?”

Now Buffett appears to be looking for an exit, and a sale could be the ticket to profitability for his investment … or at least to break even.

As it happens, Buffett’s connections to the deal run a bit deeper: Buffett and Malone have known each other for decades, and Berkshire has poured billions into Malone-backed companies, including Liberty and Charter. And remember BDT & MSD Partners? It was co-founded by banker Byron Trott, who counts Buffett among his most notable clients.

Kim Masters contributed to this report.

© 2024 The Hollywood Reporter.