It’s been two weeks into the new year, but M&A is back!
Well, not officially. As I wrote about in December, despite the first six months of movement (with all its tricky ways to calculate), the last six months were relatively quiet in M&A in media and entertainment. (The biggest deal was Pandora getting snapped up by Sirius. Big but not earth shattering.)
But January is for predictions! With the end of year surge in “predictions for 2019” articles came the old standby prediction, M&A! I’ve seen predictions that Viacom and CBS will merge, that they won’t merge, that Apple will buy something (Disney?), Walmart will buy Roku, and Verizon will buy CBS.
On Twitter, I wrote at some point that with all the M&A expected, at some point between all tech, entertainment, media and communications companies we’ll have four companies left.
Huh. Four companies. Is it possible?
So I started deciding who would join with who. Apple buys Disney. Easy. But who would Comcast buy next? Oh, Cox to expand its footprint. Amazon buys a cell phone company, because “Prime!” Others were harder. Who wants Sony? What happens to Facebook?
Once I started, I couldn’t stop. And now that joke turned into an entire article. But fear not! We can learn something about the strategic strengths and weaknesses of our current media & entertainment conglomerates by trying to imagine their hypothetical future.
The interesting part is that it isn’t like we were short on media overlords before this point. In 2000, we had six giant media conglomerates. In 2010, we had six even larger media conglomerates, but a cable company had just offered to buy one. In 2019, we lost a media conglomerate (Fox), but Netflix arguably replaced it. And AT&T bought another media conglomerate (while buying another communications juggernaut). If Paramount goes away, but Amazon buys Lionsgate and a some TV networks, arguably we’ll be back at six.
So that’s the goal: six mega-corporations who control our media and entertainment futures. Once the vertical integration barrier was broken, it was only inevitable that the rest join up. So let’s push this to it’s logical conclusion. Who are the six companies that will remain by the end of say the next decade?
The Ground Rules
– I’m focusing on entertainment, media, communications (meaning telecoms/infrastructure) and technology firms. The tech firms are the big addition from, say, 10 years ago. However, if fun tangential companies pop up (they will), I’ll include them.
– I’m going to avoid stealing M&A pitches unless they are very obvious (Disney and Apple) if I can. (I loved the if “CBS and Viacom don’t merge, and Verizon buys CBS” prediction from THR, for example. Since they came up with, I’m not stealing it. Though I am stealing the idea that Viacom and CBS ultimately don’t merge.)
– Microsoft gets invited to the technology party. Why? Well they have briefly overtaken both Amazon and Apple for largest global company by market capitalization. So they’ll join our other tech giants.
– This isn’t realistic. Especially from a regulatory perspective. This is contingent on the Department of Justice, FCC and FTC just about giving up. So basically, a second Trump presidency. Maybe just a Pence presidency.
– The mergers should make sense, from size, culture and need perspectives. I mean, since this is all fake, I can’t call this realistic. But economic rules should apply. For example, Netflix has a larger market capitalization than most entertainment companies, so an entertainment company can’t acquire it. On the other hand, Netflix has tons of debt, so it would struggle to acquire a movie studio. It’s complicated.
– My main criteria for matching up firms will be linking synergies, needs and then cultures.
– I need to end up with six. Some much smaller companies can be left out, but the goal is six super-giant conglomerates.
Here’s my rough lay out of the “media, entertainment and communications” universe as it stands in 2019:
The categories and sub-categories are my own definitions. I created these a few months back to organize my M&A series and better define companies. A lot of the definitions are imprecise,. In some cases, they are easy—I know what a movie studio is—some are harder—splitting up MVPDs and cellular. Moreover, it requires some judgement, so for me “communications” is anything actually sending the information, while “distributors” could be called aggregators.
Some big companies are in many different fields that putting them in one bucket is tough, so I also created the “conglomerate” catch-all label. My definition of “conglomerate” is, “owning three companies in three different fields”. And then I made some judgement calls just to make it work. (Is CBS a conglomerate or should it technically be lumped in with Paramount? Is Facebook a conglomerate? Is Netflix not a conglomerate, because it is so focused?) I think it is a pretty good lay out of where entertainment stands at this moment.
The Super-Mega-Conglomerates of Our Future
To keep things easy to understand–as opposed to a complicated history–I will describe each company in turn, in no particular order. I was going to sort by market capitalization, but will try to do that tomorrow.
This is the easiest of the super-giant mergers and the one most often proposed by serious people who know things.
How it Happened: Apple buys 50% of Hearst Communications to provide news for its Apple News and to bring it closer to Disney through their 50% share in the A&E Networks. Disney had big losses in streaming (cause all streamers do), so Apple buys Disney after their stock price drops. After Comcast buys Dalian Wanda’s entertainment assets (and wins in the DC circuit court to keep the theaters), Disney immediately bought up Cineworld (Regal). Also, Disney keeps buying valuable IP, including Entertainment One for Peppa Pig (thank you Canada) and the rest of Endemol Shine (thanks UK and Netherlands).
Media & Entertainment Assets: Buena Vista, 21st Century Fox films, Lucasfilm, Marvel, ABC and Fox TV studios, Entertainment One, Endemol Shine, Hearst Publishing, Fox Searchlight
Distribution Assets: Hulu, iTunes/AppleTV, ABC, ESPN, Disney Channel, FX/FXX, A&E Networks and streaming to be determined.
Communication Assets: Cineworld (Regal) theaters.
Technology Assets: iTunes, Apple products, MLBAM
This merger has the largest amount of entertainment assets mainly because Disney already owns a ton of entertainment production just by completing its acquisition of 21st Century Fox. Content-wise, nearly no one can compete with this behemoth.
Technology-wise, this new company can deliver too. Between Apple and MLBAM, they have to have the ability to offer a good streaming product. Moreover, they may end up with up to four streaming services, between Hulu, Disney Plus, ESPN Plus and whatever Apple ends up creating.
Because of those two pillars of strength, this company doesn’t end up with any distribution of their own. They don’t own any cellular, satellite or cable companies. In the “net neutrality wars” to come, this isn’t as big of a worry as it seems. Disney has content subscribers would flee services for and Apple has enough devices that everyone wants to be on. So basically, the “net neutrality wars” will spill into “device wars”.
Apple-Disney did buy some theaters and that provides a new avenue to drive revenue for its films. As I wrote in the rules, old FCC regulations no longer apply in this fantasy world. After the Supreme Court overturns old “Paramount Consent” decrees, the studios will rush to buy up theater chains. Though, even in a theater-owned world, Disney still releases its films broadly for maximum impact. (And other theaters would still take them.)
If you had told me that the FANGs were merging with the cable companies and the studio conglomerates. I would have believed you. But would Microsoft get involved? Off the top of my head, nah. But after a moment of consideration? Heck yeah they would.
How it Happened: Comcast was on the outs with the Trump administration. So when the Pence presidency starts—with even less antitrust regulation than Trump—Comcast was clever and made a “diagonal integration” with Microsoft. Once the larger merger is approved, over time Comcast buys Dalian Wanda’s entertainment assets for the theaters and Legendary, Roku for streaming and Cox to expand its foot print in California. The “V” comes when antitrust regulation finally ends overseas and this massive new company adds Vivendi to it’s portfolio, the former owner of Universal and current owner of Universal Music.
Media & Entertainment Assets: NBC-Universal, Legendary, Dreamworks Animation, Focus Features, Studio Canal
Distribution Assets: Roku, NBC, NBC Sports, USA Network, Bravo, Syfy, E!, Universal Kids, Sirius-Pandora, Canal Plus
Communication Assets: Comcast, Sky, Cox, AMC Theaters
Technology Assets: Microsoft, Linked-In
This deal happens because Microsoft is simply huge and has has always wanted a role in entertainment. (The Zune. The XBox. Xbox Studios) That’s why they agree to merge with Comcast. They both seem to have buttoned up cultures that should appeal to one another. And it allows Comcast to keep always merging as most roads are blocked right now (For example, you know want Brian Roberts wants Cox. He both can’t afford to and the government won’t let him buy it.)
The Roku deal is probably the best part for Comcast. This would reinforce their current streaming plan, which seems ad-based and trying to reinforce traditional channels. Also, buying Legendary and Vivendi gives them more of a chance to stand up to the Disney/Fox behemoth, between Legendary, Universal, Studio Canal, and Dreamworks Animation. When it comes to primetime TV focused on adults, between all the channels and Universal Cable productions, MCV-NBCU has a very strong offering. Also, while the formerly-Sprout/now-Universal-Kids is at best fourth among kids networks (probably behind Youtube now too), the Dreamworks Animation acquisition should help in the long run.
The move into theaters is also a classic Brian Roberts move. Should distributors be able to own the content they distribute, broadly speaking? Before Comcast bought NBC-Universal, generally no. But now with so many options a massive conglomerate can go to Judge Richard Leon and essentially make the same argument that AT&T just made about Time-Warner. Why wouldn’t the “Netflix Defense” also work with theaters?
With the Universal Music acquisition—and being the only tech company without music streaming in-house—MCV-NBCU is also the natural home for Sirius/Pandora and it wins the bidding war with AT&T for its assets. The Universal Music piece is also key to giving MCV-NBCU a negotiating piece against the other tech companies.
That said, MCV-NBCU does lag in certain areas. Sports definitely aren’t a strength, though you know NBC wants them to be. (Does the behemoth make a pitch to a sports league?) And of the social platforms it is definitely the weakest. I mean, Linked-In isn’t the platform to get video recommendations. I had debated adding some more enterprise-esque companies like WeWork or Salesforce, but think Microsoft avoids them for now. Frankly Salesforce is just too large and We Work too speculative.
Walmart wants to get into entertainment. Google wants to just be everything. So they got together and birthed this wonderful baby. (Also, I think Google hates Amazon the most so would love to stick it to them on e-commerce.)
How it Happened: Google insisted for years it didn’t need an entertainment company, but as the options dwindled (gone is Lionsgate, Legendary, 21st Century Fox, Time-Warner, NBC-Universal, even Viacom) its resolve finally dwindled. It really wanted something for Youtube, so it decided “sports”. That’s when it bought FS1 from Rupert Murdoch. Not the regional sports networks from Disney, who wind up with Amazon. (Fox News is too toxic for most broad companies, so it ends up merging with Sinclair.) However, it still needed some movies, so MGM and their Epix channel get snapped up next. Meanwhile, it finally decided “enough” with Amazon and it merged with Walmart. This brings Vudu in house, but also simplifies Walmart’s plans to launch a video platform. It also expanded Google Fiber dramatically by buying Charter/Spectrum as a defensive hedge in the metering wars. Oh, and once self-driving cars made it far enough, it bought Lyft too for the network.
Media & Entertainment Assets: MGM studios, Youtube Studios
Distribution Assets: Youtube, Fox, Fox Sports
Communication Assets: Charter/Spectrum cable
Technology Assets: Google, Walmart website, Lyft
This is the least “media” of the massive super-conglomerates, but one of the most powerful companies in existence. Google controls all our search, and now it sends all the shoppers to Walmart. That said, it buys up some smaller libraries film and TV libraries like MGM to have something to drive to Youtube still. Walmart had also gobbled up Discovery (Scripps) at some point believing that instead of building all the capability, it could just use the massive footprint of cable channels to sell more products. (Walmart customers, the assumption being, watch more traditional TV.)
But it’s not out of the game. Youtube is Youtube, which is HUGE. Every channel will want to be on Youtube’s virtual MVPD and this gives it a ton of flexibility. Meanwhile, Google had dabbled in cable for years as a hedge against the big providers. The Charter (Spectrum) footprint ensure that Youtube can’t get metered by competitors since net neutrality is gone and ensures that Google/Walmart’s products make it on all devices. (In the “Google-Amazon Cold War”, there is definitely some risk that they don’t carry each other’s products, especially when Google begins directing search away from Amazon.)
Besides the entertainment weaknesses, this company has a small social media footprint. But, I mean, Google, right?
I had considered some smaller movie studios for this company too. A24 and STX could be acquisition candidates. Or maybe even more broadcast networks? Like Sinclair? Those don’t really make sense, so ultimately I passed. Google isn’t going to start broadcast television. I also considered AMC Networks but honestly, AMC Networks has lasted this long I think they stay independent forever.
This could be my favorite “a ha” moment of this column. Netflix always gets mentioned as a potential Apple partnership, but Apple has clearly decided to go its own way. And since Facebook needs a major face lift, this just makes sense.
How it Happened: In the stock market crash to come, no one falls harder than Netflix. Meanwhile, even as their users stays flat or declines, Facebook still generates piles of cash. Facebook uses these reserves to buy Netflix and Spotify. To keep with Netflix’s “no channels” ethos, it buys one of its biggest suppliers of content in Sony who can’t legally own old fashioned channels anyways. But not just Sony Entertainment, all of Sony. Now this new super-conglomerate just needs some ways to distribute all this content, so it buys Verizon and Dish Network.
Media & Entertainment Assets: Columbia/Tristar, Spotify, Yahoo, AOL
Distribution Assets: Spotify
Communication Assets: Verizon
Technology Assets: Facebook, Sony devices
I like a lot of parts of this company. It solves both Netflix and Spotify’s cash flow problems in a stroke with Facebook’s huge cash reserves. Facebook can fund investments in content for years and offer a compelling video product, while moving Facebook Watch back to being social video. Moreover, Facebook prides itself on knowing everything about you. Now it can marry all the data it has with your Spotify and Netflix data, even if you didn’t previously want to share that with Facebook. No one could touch this company when it comes to being able to collect data on its customers.
What about the content side? Well, with all the players getting snatched up, there weren’t a lot of answer left. And sure, very recently Sony has said they don’t plan to sell Sony Entertainment, but we all don’t really believe that. That’s how the negotiations get started. Sure, Netflix studios is spending a ton, but as costs rise, it just makes sense to buy a whole library of content from Sony directly.
But why stop with content? With the Portal, Facebook has shown a desire to put devices in your home, and that’s what Sony can immediately offer in the Playstation. Merege with Verizon, and now Facebook-Flix-Ify can offer free streaming for all its content for a new market of cellular customers. (Verizon has a lot of market capitalization, making it the biggest reach for Facebook.)
Overall, Facebook-Flix-Ify has strengths in social media, video and music distribution, wireless and devices. It’s a pretty strong content, as long as it can keep making great content between Sony and Netflix Studios. It doesn’t have as many traditional brands, but overall it has a lot of content in the works.
Amazon “Super Prime”
Amazon is no stranger to deal making. It bought Twitch, Whole Foods, diapers.com, IMDb and Zappos, just to start. So in Jeff Bezos’ bid to become the everything store, he will buy his way there if his Amazon Prime/Video/Studios strategy isn’t working.
How it Happened: Amazon buys Sports RSNs from Disney’s sale. (Despite the recent head fake that they weren’t interested.) That gets the, “Screw this, let’s just buy our entertainment instead of build it” movement kicked off. CBS is the next asset, as Amazon can’t own enough different video platforms and it decides it wants CBS-All Access. Lionsgate is next, after the long flirtation finally ends. (Amazon wins both negotiations by just overbidding.) As long as we’re talking flirting, Amazon has flirted with both Sprint and T-Mobile, so they become the next step, and Bezos finally gets his Fire Phone (that works). The subtle small deal is when Amazon buys Nickelodeon from AT&T/Warner/Viacom since that other behemoth has a surfeit of kid TV options. Uber for deliveries and Twitter for ad sales come along in the stock market crash (a la Facebook-Flix-Ify and their acquisitions).
Media & Entertainment Assets: Lionsgate, Summit, CBS Studios, Amazon Studios, Audible/Amazon Books, Simon & Schuster
Distribution Assets: Prime Video, CBS-All Access, Showtime, Starz, Twitch, Prime Music, IMDb Freedive
Communication Assets: Sprint/T-Mobile, Some theaters
Technology Assets: Amazon, Twitter, Uber
Another pretty well rounded company, the problem is having a lot of duplicated efforts, but that’s Amazon modus operandi. So the giant Amazon “Super Prime” has three different studios making video (at least), six different video streamers (at least), and tons of different lines of business. Lionsgate and CBS studio are also big enough to be interesting, while not being incredibly disruptive to Amazon Studios and Jen Salke. So they can all keep making and selling TV shows. The Simon & Schuster piece is fun because Amazon started out selling books.
This Amazon would likely go very, very hard after football rights, NFL and SEC. Owning CBS would assuage NFL owners that traditional broadcast would go hand in hand with streaming, a win-win. The RSNs would also provide the technical capabilities it needs.
Why Twitter and Uber? Well, to keep reinforcing strengths while trying to own everything. Uber gets crushed in the extended shutdown, which keeps Uber from IPOing, while the stock crash makes it valuable for VCs looking to lock in their returns. It also immediately helps with Amazon’s distribution goals. Twitter helps Amazon in both social (which Amazon wants) and ad-sales (which it really, really wants).
Finally, this would really be about “Super Prime”. Amazon can offer free rides to prime members in Uber or free subscriptions to CBS All-Access. It can use Twitter to push more products, and match to your Amazon buying history. And with a Sprint/T-Mobile subscription, you can get all these products and details too, while giving your location data to Amazon at all times. Also, you know “Amazon Theaters” will happen at some point, I just don’t which specific theaters they buy.
Ironically, the firm that kicked off the latest round of deal-making flurry is the last place on this list. Hmm.
How it Happened: AT&T had already swallowed a lot, and was under a lot of governmental scrutiny for CNN. Not to mention a mountain of debt. So it had to be cautious, which put it behind the curve. As the old studios kept leaving the board (gone Legendary, Lionsgate and Sony), it finally picked one off the heap, Viacom. (If Disney has two movie studios, and Universal kind of has two studios, Warner Media needed a second.) This also gave it even more old school channels to pair with TNT and TBS, to boost the content of its streaming service as it had negotiated with Comcast. Then as it was clear that everyone was merging, it added some fun bonus companies like WME-IMG for the sports assets, Dish for SlingTV, Bertelsmann for Pay TV in Europe, Instagram for social (!) and iHeartRadio for music streaming.
Media & Entertainment Assets: Warner Bros Film & TV, Paramount Film & TV, DC, Bleacher Report and other digital assets, WME-IMG (at least the biz portions), Fremantle, Penguin Random House
Distribution Assets: HBO, TNT, TBS, Comedy Central, MTV, Paramount TV, and 1/2 of The CW
Communication Assets: AT&T, DirecTV, Dish, Cinemark
Technology Assets: Instragram and WhatsApp.
Wait, how did Instagram make it into another company? Over Mark Zuckerberg’s dead body.
Well, more like over Congress’s dead body. Mark Zuckerberg still makes it out of these super-merger wars pretty okay. But we can’t pretend like he gets away with such a terrible 2018 unscathed. Liberals hate his data policies; conservatives think he is biased against them. To appease regulators, he agrees to let Instagram go.
The beneficiary is AT&T, which swoops in to buy it and return the founders to the company. This gives them one tech company, with some ability to do mobile video. This adds to the 12 or so other streaming options that AT&T already has in 2018, and the at least one more it plans to add in 2019/2020ish. And Sling. AT&T can’t have enough options to confuse customers.
Content-wise, this is probably as strong as the Disney and Universal monsters, creating a first tier of movie studios. Warner Bros has strong brands and DC Universe is a thing, even if the movie performance is uneven. With Paramount even more solid brands enter the fold including Mission Impossible and Transformers. The TV networks are trickier: how much content do MTV, Paramount TV and Comedy Central really own? How much are those brands worth? The upside is Amazon really wants to revamp its kids offering, so they buy the Nickelodeon brand for more than it is worth, helping AT&T with its staggering debt by this point.
Distribution-wise, AT&T will have to figure out how to incorporate Dish. But this still gives it more subscribers and more power as the end of the traditional TV bundle looms. Given the reach of sattleite, AT&T just couldn’t really use more cable companies and another cellular merge was a bridge too far for me. (Though as I write this, maybe President Pence lets there be only one cellular company in the future.) Of course, pay cable could make sense. Since MCV-NBCU is entering Europe with the Vivendi/Sky acquisitions, well AT&T had to get in on the game and acquirers Bertelsmann.
Is all of this a bit too…whacky? I don’t honestly think we’ll have only six companies left in 2030. That said, some companies are going to get together, and they may be pairings we hadn’t thought of. Like Facebook and Netflix. To quote Bill Simmons, who says no to that?
Like most long, long things I write, I got a ton of ideas from this. So if this is the “results” portion, tune in tomorrow for my thoughts, ideas, conclusions and analysis from this exercise.