Merger Mayhem: Media Companies Scramble to Bulk Up in Order to Survive

Variety

4/26/2018

By Cynthia Littleton and Todd Spangler

Hollywood hasn’t been this on edge since the advent of talking pictures nearly a century ago.

Across every studio lot, in the halls of every network, production company and talent agency, there’s a level of angst that has spiked far beyond the usual panic over opening-weekend box office numbers or the ratings of a big-budget series.

The cause of all the tumult and tsuris? The threat to traditional film and TV businesses posed by the five horsemen of the digital apocalypse: Facebook, Apple, Amazon, Netflix and Google. Their internet-fueled growth over the past decade has left Hollywood scrambling to overhaul core business models to reach consumers directly — instead of indirectly, through distributors. The dread is that the menace posed by the so-called FAANG posse will get worse: Many speculate that the infidels have only just begun to storm the castle, and have yet to tap their formidable balance sheets to muscle deeper into the content arena.

While CEOs plot M&A strategies to try to keep up, rank-and-file employees worry about being left behind in the chaotic shuffle. “There’s still a lot of fear — these are political institutions, and people are looking to hold on to their job security,” says Rob Gardos, CEO of Mediamorph, a data-analytics firm whose clients include major studios and TV programmers. “Some folks are struggling with letting go of the old business models.”

The industry is also biting its nails over the fate of the three megamergers that are on the brink: AT&T and Time Warner; Disney and Fox; and Viacom and CBS.

Hollywood has been through waves of consolidation in the past. But one of the biggest concerns today is the question of where it will all end. The yearning for size and scale to match the global reach of Facebook, Netflix and others has sparked innumerable “what if” deal conversations that are increasing in number and ambition.

Tectonic shifts in the media and entertainment sectors are breeding uncertainty and nervousness among industry insiders, just as Al Jolson’s tinny crooning in 1927’s “The Jazz Singer” signaled the wildly different future that lay ahead for the business back then. Few feel their jobs are secure in a world where Rupert Murdoch decides to sell Disney most of the media empire he built brick by brick.

The fear is real, says a top executive at a major studio. One of the really scary aspects is that the entertainment parts of the new-media companies, with the exception of Netflix, “don’t need to be profitable,” the person says. “For Amazon, it’s almost a loss leader.” In other words, it’s an asymmetrical battlefield.

Traditional players are on a kind of DEFCON two-and-a-half alert — just short of mobilizing the troops for imminent nuclear war, says MediaLink’s JC Uva, who leads the consulting firm’s M&A and investment practice. “The big, scaled tech players are looming over them and are driving a large part of their strategic decision-making,” he says.

Dread was in the air when Sony Pictures Entertainment leaders summoned studio employees for a company-wide meeting on April 12. Many staffers entered the Culver City studio’s cavernous Soundstage 15 with grim faces, expecting to hear news about a sale or pending layoffs or another management shakeup. It turned out to be a pep rally to celebrate the strong global performance of “Jumanji: Welcome to the Jungle” and other recent successes.

Still, few industry observers expect Sony Pictures to exist in its current form in three to five years’ time. The same can be said for Lionsgate, MGM and even bigger players such as Comcast/NBCUniversal.

AT&T is fighting the U.S. government in court to acquire Time Warner’s content bundle of HBO, Warner Bros. and Turner. Disney chased down 20th Century Fox in a bid to transform itself as the world’s largest entertainment company embarks on its second century in business.

All eyes are on the outcome of the Dept. of Justice’s antitrust case against AT&T and Time Warner, which seeks to halt the $85 billion takeover. If the merger goes through (albeit with certain conditions), industry observers expect it to unleash a new torrent of deal making.

Time Warner CEO Jeff Bewkes, who testified in the trial on April 18, labeled the government’s objections that the combined company would abuse its market position “ridiculous.” He seemed to suggest the DOJ doesn’t understand that the world has changed, reiterating the position that Time Warner is relatively hamstrung compared with giants like Facebook and Google when it comes to data analytics. It knows how many people watch its TV networks. “But we don’t know their names. Our direct competitors do,” he said. “They know all sorts of things that we don’t.”

Whichever way AT&T-Time Warner shakes out, boardroom machinations are already well under way among traditional players to better battle in an internet-connected world.

CBS and Viacom are engaged in their reluctant courtship in an effort to clear the path down the road for an even bigger transaction (Verizon has kicked the tires). Discovery raised the curtain on its enlarged suite of lifestyle-oriented cablers following its $15 billion acquisition of Scripps Networks Interactive at a well-received upfront on April 10. The next day, there was speculation in the industry that Discovery could be an acquisition target for Amazon given the natural linkage between channels like Food Network and Animal Planet and Amazon’s retail core business. There are also persistent rumors of a rollup between Discovery and other assets connected to its major shareholder, John Malone, such as the U.K.’s ITV and All3Media. Fox’s Endemol Shine Group could also be part of that mix.

Disney, in addition to consolidating Fox’s assets, also has planted a flag in the streaming world. It acquired majority control of BAMTech, the streaming-video provider formed by Major League Baseball, for around $2.6 billion. This month it launched ESPN+, its $5-per-month digital-only sports streaming service, under the auspices of a new direct-to-consumer group headed by Kevin Mayer. That’s also the group that’s assembling a Disney-branded subscription product, after CEO Bob Iger made the decision to end the company’s Netflix output deal starting with 2019 releases. “If the Disney princesses are available only on Disney, that’s a pretty good sell — even against a Netflix, at least for a certain subset of consumers,” says industry consultant Peter Csathy.

Netflix’s eye-popping domestic and international subscriber growth — reaching 125 million worldwide at the end of March — has only fueled the urge to merge. Exuberant investors have rallied to kick Netflix shares to record highs, giving it a market cap of more than $145 billion. That’s within shouting distance of Disney and Comcast, which are in the mid-$150 billion range.

So far, the tech giants haven’t made big bets on the kind of content and distribution assets that are in Hollywood’s wheelhouse, pursuing a route of acquiring executive talent instead of a wholesale studio acquisition. Netflix, Apple and Amazon have created studio capabilities in-house, says Greg Portell, lead partner in A.T. Kearney’s communications, media and technology practice. And “there’s very little advantage they would get from owning a studio” unless they were aiming to lock up rights to a library of content. “It’s a freelancer industry,” he adds.

Netflix has made only one acquisition in its 20-year history: Millarworld, a comic-book publisher whose franchises include “Kingsman” and “Kick-Ass.” The streamer paid $60 million-$80 million for the outfit, sources familiar with the pact say — hardly a bet-the-company move. On the other hand, Netflix has fashioned a string of lucrative overall development deals with big-name talent like Shonda Rhimes and Ryan Murphy. “That’s arguably more efficient for them than buying a traditional media company or studio,” Uva says.

Last week Netflix chief content officer Ted Sarandos told investors the company is open to deals, but indicated those would be relatively bite-size, not massive. “In terms of using M&A to acquire intellectual property, it could be a very useful tool,” he said during a Q&A discussing Netflix’s quarterly results.

Apple, with a market cap approaching nearly $1 trillion, is one of the few entities on the planet that could reasonably absorb Disney or another major media company. While the dark cloud of the disastrous AOL-Time Warner merger nearly 20 years ago has kept the two worlds at arm’s length from a corporate M&A perspective, some believe a tech powerhouse will inevitably pounce in a big way.

“I expect a challenge coming out of Silicon Valley,” says Kevin Westcott, Deloitte’s U.S. media and entertainment leader. “Those players already have a mass audience. What they’re missing is exclusive content.”

Among Hollywood’s old guard, there’s a new itch to scoop up opportunities before they become a building block for a well-heeled competitor. Lisbeth Barron, the veteran investment banker who heads Barron International Group, is juggling more than a dozen transactions involving content providers.

“There aren’t that many pure-play content companies of quality left to buy right now,” Barron says. “If the big tech companies actually started to get more aggressive in this sector, there would be very little remaining for the big studios to acquire.”

On top of the pressure generated by the rise of the FAANG sector, media giants are grappling with Wall Street’s high expectations. “Public shareholders are hungry for more and more growth now more than ever,” says Barron. “They have gotten spoiled by the success of the stock market. It’s going to be very difficult for media companies to deliver that growth organically. They have to look for other ways — hence the accelerating pickup in M&A.”

There’s no question that Hollywood is in for a major realignment. But, says Westcott, “It’s not a five-alarm fire.” He says the majors and the mini-majors have figured out how to make content people want, which makes them very valuable in a world in which there’s fierce competition for high-quality entertainment. The question, says Westcott, “is what platform that goes to and how it gets delivered.”