After six months and eight failed bids, the Ellisons made the Warner Bros. Discovery board an offer they couldn’t refuse. The potential Netflix acquisition would’ve been akin to fusing LVMH and Walmart — HBO’s prestige TV and Warner’s iconic IP, plus Netflix’s scale. Paramount Skydance buying WBD is the fusion of a dog and a car bumper traveling 80 miles an hour. Spoiler alert: It’s not going to end well.
Warner Bros. Curse
The story of Warner Bros. is a recurring masterclass in ego cosplaying corporate synergy. The company has undergone seven sales, mergers, or structural separations since 1967. The script remains the same: A new CEO decides Warner Bros. is the missing piece of their legacy, only to find they’ve partnered with a high-maintenance spouse who, after several years, leaves with half of everything the acquiring company used to own.
In 1989, Time Inc. and Warner Communications announced a “merger of equals” that would create Time Warner, the world’s largest media company to date. Things did not go as planned. First, Paramount’s hostile takeover attempt (past is prologue) scuttled the proposed stock swap and bid up the price. A year later, the deal closed at a $14 billion valuation — 13x EBITDA. To finance it, Time Warner took on $1.1 billion in annual interest payments to service $10.8 billion in debt. To avoid bankruptcy, Time Warner initiated “Project Glass,” a good bank / bad bank structure that put the company’s crown jewels (HBO, the film and television studios, and the cable assets) under a subsidiary, enabling it to receive cash infusions from outside investors. Meanwhile, the merger became a case study in clashing corporate cultures.
The Time Warner merger would provide a blueprint for future M&A disasters. Exhibit A: The ultimate destruction of shareholder value, AOL’s $167 billion merger with Time Warner. This time, the culture clash was between a legacy media company and an internet startup. The bigger issue, however, was that $167B valuation, premised on dot-com-era hallucinations. AOL’s market cap was nearly double Time Warner’s, while Time Warner had 5x the revenue. As the dot-com bubble began to deflate, news broke that AOL had been propping up its growth narrative by fraudulently inflating its advertising revenue. In the end, AOL Time Warner never came close to justifying a multiple of 25x to 30x EBITDA, and within a year of securing regulatory approval, the company took a historic $99 billion write-down. By 2003, Time Warner dropped AOL from its name, and in 2009 it spun off the unit. AOL’s value at the spin was $3B, a shadow of the $167B assigned just 10 years before.
But wait, there’s more.
In 2018 the synergy delusion struck again. This time, AT&T acquired Time Warner for $85 billion, creating WarnerMedia on the theory that its “dumb pipes” were the chocolate to Warner’s peanut butter, i.e., great content. But WarnerMedia struggled to make streaming profitable, its theatrical business was devastated by the pandemic, and once again there was a culture clash. The bigger challenge, however, was a 2.9x debt-to-EBITDA ratio, which trapped the telco in a pincer between dividend payments (a utility company’s raison d’être) and servicing the interest on $180 billion in debt. Ultimately, AT&T spun Warner, combining it with Discovery in a deal that netted the telco $43 billion — a 50% haircut.
The WBD sequel combined all the elements of the Worst Acquisition in History franchise. Another culture clash, this time between Discovery’s unscripted empire and Warner’s premium sensibilities, a wannabe mogul overpaying so he could cosplay as Robert Evans (ask Claude), and a 5x debt-to-EBITDA ratio. The good news? The sequel had a short runtime. CEO David Zaslav slashed costs, engineered a good bank / bad bank structure to spin WBD’s declining linear assets, and ultimately orchestrated a bidding war that restored shareholder value. As an operator, Zaz is Ed Wood (see: the worst branding decision in history, deprecating HBO), but as an investment banker, he’s Steven Spielberg.
Veruca Salt
What do you get a nepo baby who already has Paramount? A: Warner Bros. According to one study that tracked 3,250 wealthy families over two decades, 90% lose their fortune by the third generation. Prediction: Larry Ellison’s great-grandchildren will never forgive him for providing a personal guarantee so David could go to the Oscars.
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