(Welcome to the “Most Important Story of the Week”, my bi-weekly strategy column analyzing the most important (but often not buzziest) news story of the last two weeks. I’m the Entertainment Strategy Guy, a former streaming executive who now analyzes business strategy in the entertainment industry. Please subscribe.)
Before we dive in, I wanted to congratulate Broadcast Now for being the first to report that Netflix’s How to Get to Heaven from Belfast has been cancelled. (I saw this in a write-up by Kasey Moore of Whats-On-Netflix.) More importantly, I wanted to note that, as of yesterday, none of the other trades had reported the news yet. I have half a guess that eventually one of them will report this.
Anyways, it’s time to take a break from my deluge of streaming ratings reports to continue my analysis of the Paramount Skydance Warner Bros. Discovery (PSWbD) saga. As I noted last week, a lot of times when folks use the (sometimes cliched) “the good, the bad and the ugly” framing for an article, “the ugly” section is just more bad. Or very, very bad.
In this case, yeah, I do think it’s ugly. In more than one way.
Unfortunately, we’re only going to have time to tackle one of those ways today: the ugly pile of debt to finance this deal. (In a future article, I may cover the entire process for how it went down, which was very, very ugly.) Last issue, I explained why I liked this deal in a vacuum. Unfortunately, “vacuums” don’t exist outside of space.
Let’s dive in.
Most Important Story of the Week – The Ugliness of the Paramount/Warner Bros. Merger
More than one person sent me a note speculating that the big problem with Paramount Skydance buying Warner Bros. Discovery is the “Warner Bros.” portion of the deal. In fact, that’s a take I read a lot about Warner Bros., ever since they caught Netflix’s, and then Paramount-Skydance’s, eye. In short, multiple companies (Time, AOL, AT&T, Discovery) have bought and then regretted buying Warner Bros.
Since it’s nearing Halloween, you could almost say it’s like the folks think WB is cursed! It’s a haunted studio—like the town of Derry in movie studio form—and whoever takes possession of it will fall into misery!
Yet…I just don’t like that story, because it doesn’t explain the “why” behind why those deals fell through. Especially when Warner Bros. has continued to succeed as a TV and film studio in the intervening two decades. Lord of the Rings? Harry Potter? Game of Thrones? Everything HBO? Considering it never fully owned a broadcast TV channel, this media company has done pretty well.
So what went wrong?
Well, in recent years, companies bought Warner Bros. instead of the other, smarter option.
Explaining POCD (And Applying It to Mergers & Acquisitions)
As I explained last issue, one of my favorite frameworks is the POCD tool for evaluating venture capital investments:
People
Opportunity
Context
Deal
The bar to invest as a VC is high. (Or I might say “was” since cheap interest rates made life easier last decade.) You review a thousand prospectuses, get pitched by a hundred, and invest in the ten best, with the hopes that one of those ten would pay for the rest. That means every element of a deal needed to pay off: you needed the right people running the companies, who could capitalize on the right opportunity, in the context of an industry that was ripe for disruption. If you could then not overpay, you could make some money in a smart deal.
The analogy isn’t perfect here, but close enough. For a merger or acquisition to work, you need the combined company (which is the opportunity) to make more than the price you need to pay (which is the deal). Note: the people and context still matter, but with M&A, it’s a little more straightforward: does the opportunity exceed the cost?
And usually with Warner Bros., it hasn’t.
If you want to find out the single biggest mistake made by the Warner Bros. suitors over the last few years (and my simple fix) become a paid subscriber. I’ll also touch on who I think Paramount-Skydance could (shockingly) consider buying next, TBD, and more. Sign up here.
