A Tale of Two Media Deals
#We’ll dispense with the quoting of Charles Dickens’ immortal opening sentences from “A Tale of Two Cities.” Frankly, we can’t quite tell right now whether it is the best of times or the worst. We’re a bit more certain that it is not "the age of wisdom", but certainly it feels more like "the age of foolishness."
What we do know for sure is that the fate of one of the two major deals pending in the media world seemed to improve over the past weekend.
And, as usual for such developments these days, that change came in the form of a post on the platform Truth Social by its most-followed user, who also happens to be the President of the United States.
Saturday’s development followed a week that featured a contentious hearing in the U.S. Senate last Tuesday (January 3rd), which indicated that the fate of the other pending media deal still has a long road ahead.
The proposed $82 Billion deal for Netflix to acquire the Warner Bros. movie studio and related streaming content assets was the focus of the Senate Judiciary Committee’s Subcommittee on Antitrust last Tuesday. It was the kind of crazy scene that would have felt more at home in a Hollywood studio than in a hearing room at the U.S. Capitol. Senators took turns peppering Netflix CEO Ted Sarandos and Warner Bros Discovery’s Chief Revenue and Strategy Officer, Bruce Campbell, with questions about why the transaction should be allowed under the existing antitrust laws.
Meanwhile, WBD CEO David Zaslav was in Europe to meet with regulators about the proposed deal and to take in the Winter Olympics in Milan-Cortina. WBD controls the rights for the games in Europe. In retrospect, he’s probably glad he was there instead of here.
Democrats on the Subcommittee expressed concerns that the deal would make Netflix an unstoppable global media giant if the world’s largest streaming platform were allowed to acquire one of the world’s largest content producers. Senator Cory Booker (D-NJ) told the executives appearing before the subcommittee that he appreciated their attendance, saying, “It is not fun often to testify before Congress. Sometimes I wonder if it ranks higher than a visit to the proctologist or to the dentist. I’m not sure, but it means a lot that you all are here.”
Certainly, that came as great comfort to the two men sitting in front of this deliberative body, as a preview of what was to come.
Senator Josh Hawley (R-MO) may have had the most stunning moment in the hearing. After taking an odd stance for a Republican and sounding very pro-union by pushing for the preservation of union jobs in the production business, Hawley asked, “Why is it that so much of Netflix content for children promotes a transgender ideology?”
The question stunned Netflix’s CEO, Ted Sarandos, who pushed back on the premise of the question hard, stating that Netflix has “millions of hours of children’s programming” and that the service “has no political agenda.” When Senator Hawley charged on, claiming that over half of the children’s programming on the service features “highly controversial, highly sexualized material,” Sarandos flatly stated, “I don’t have any idea where that number would come from or what that would be.” Hawley then pointed out that he can’t let his three children watch anything on Netflix unless he previews it first, because “I don’t have confidence in what is on your platform.”
We’re now wondering whether we have missed any hidden messaging in CoComelon?
There wasn’t a lot of support forthcoming for the deal from either side of the aisle. Sarandos and Campbell did their best to pledge not to be like other media mergers and ultimately slash jobs and lower the production of new movies (especially in the Los Angeles area, where the industry has been hit hard by a slowdown in movie-making) But in a rare show of bi-partisan skepticism, the hearing ended with not much support for a Netflix made even bigger by swallowing up the movie studio that the four brothers named Warner founded in 1923.
There also hasn’t been much support for the deal coming from the White House, even though Netflix has been courting support from President Trump since last November, when Mr. Sarandos visited with the President shortly after the Netflix bid was announced. Though Trump praised Sarandos personally, calling him “fantastic,” he was more muted about the deal’s prospects, given the market share Netflix would end up with by adding Warner Bros. assets. It is worth noting that at that time, a rival bid from Paramount-Skydance for all of Warner Bros. Discovery still had some legs. (As it stands now, WBD plans for the Discovery cable networks and associated properties to be spun off to a separate company, tentatively to be known as Discovery Global, sometime this year.)
The Warner Bros. Discovery board rejected Paramount’s offer after Netflix revised its offer to be all-cash. Paramount CEO David Ellison continues to explore options to derail the board’s decision by soliciting current WBD shareholders to back his offer, which includes financial support from his father, Larry Ellison, the head of Oracle, who was briefly the world’s richest man last year. A decline in the company’s stock performance has moved him back to being only the world’s sixth-richest.
Regardless of Paramount’s attempts to scuttle the Netflix acquisition of WBD, Ted Sarandos knows the deal faces an uphill battle to secure approval from the Department of Justice’s Antitrust Division, which must review it. One person that he doesn’t seem to be worried about weighing in is Donald J. Trump.
Sarandos told Variety magazine at the red carpet for the DGA Awards this past Saturday night that he knows Mr. Trump has “a keen interest in the entertainment business.” But the Netflix CEO quickly added, “He’s made no indication that he’s going to do anything or be involved in any way that’s improper. This is the DOJ’s deal.” For his part, President Trump told NBC News anchor Tom Llamas during their Super Bowl interview that he won’t be involved with the Netflix-WBD deal, stating, “I must say, I guess I’m considered to be a very strong president. Both sides have called me. It’s the two sides, but I’ve decided I shouldn’t be involved. The Justice Department will handle it.”
That’s a notable change from his answer to reporters in December, when the President said, “I’ll be involved with that decision,” just days after Warner Bros. Discovery agreed to the Netflix offer.
On the very same day Sarandos declared the President wasn’t going to be involved in Netflix-WBD, the President decided to get very involved in the other pending mega media deal. That’s the one where Nexstar Media plans to acquire rival TEGNA for $6.2 Billion, creating a true behemoth in the local television business. Posting on Truth Social, Trump said: “We need more competition against THE ENEMY, the Fake News National TV Networks. Letting Good Deals get done like Nexstar - Tegna will help knock out the Fake News because there will be more competition, and at a higher and more sophisticated level.”
But the Nexstar-TEGNA deal isn’t sitting well with two very pro-Trump media outlets: Newsmax and One America News. Both cite a larger Nexstar as being “a dangerous consolidation” that would limit competition and harm “conservative voices.” Nexstar owns the five-year-old NewsNation network, which directly competes with both Newsmax and One America News. All three have minuscule audiences compared to Fox News Channel.
The President addressed the opposition to the Nexstar-TEGNA deal directly in his Truth Social post: “Those that are opposed don’t fully understand how good the concept of this Deal is for them, but they will in the future,” he wrote. “GET THAT DEAL DONE!”
Because federally issued broadcast licenses would change hands in the Nexstar-TEGNA transaction, it will require approval from the Department of Justice, as with the Netflix-WBD deal, and from the Federal Communications Commission. Given that the resulting Nexstar would own licenses covering over 50% of the nation’s television households, this presents a regulatory hurdle, as the current limit on a single entity’s coverage is 39%. That limit was set by Congress in 1974.
For his part, FCC Chairman Brendan Carr weighed in on X/Twitter a bit later on Saturday, sounding curiously like John Hillerman’s character of “Howard Johnson” in the 1974 movie, “Blazing Saddles.” Carr posted: “President Trump is exactly right. The national networks like Comcast & Disney have amassed too much power. For years, they’ve been pushing this Hollywood & New York programming all over the country with no real checks.” He concluded his post with “Let’s get it done and bring real competition to them.”
No specifics yet from Mr. Carr about changing those pesky regulations that could stand in the way of “getting it done.”
As we have written here previously, should the FCC knock down the existing regulatory hurdles that are in Nexstar’s way, the business of owning the nation’s local television stations may quickly look just like the climactic fight scene in “Blazing Saddles.” (We will concede that “Blazing Saddles” is pretty far from the literary classic “A Tale of Two Cities,” which we started referencing at the beginning of this column.)
With apologies to Dickens once more, it is yet to be seen if “it was the spring of hope” or an extension of “the winter of despair.”
But the author may have written his most prescient line at the end of his quixotic opening paragraph: “We were all going direct to Heaven, we were all going direct the other way—in short, the period was so far like the present period, that some of its noisiest authorities insisted on its being received, for good or for evil, in the superlative degree of comparison only.”
The ultimate fate of these two multi-billion-dollar deals is yet to be written. Still, we believe that it isn’t hyperbole to suggest that each will be a major referendum on the future of media regulation in America.
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