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嘿,Prime会员,你们可以在Amazon音乐上免费收听Business Wars节目。今天就下载该应用程序。加入Wondery Plus会员,或者在Wondery应用程序或Apple播客上免费收听Battle for Paramount四集连播。立即通过你的Apple或Google Play手机应用商店下载Wondery应用程序。
Monday, September 20, 1993, the Waldorf Astoria Manhattan. In his hotel suite, QVC boss Barry Diller squints at his Apple laptop in Frowns. Yet another typo. He corrects the error and rereads the letter. The letter that will announce QVC's hostile bid for Paramount. A bid he hopes will scuddle Viacom's plan to merge with a Hollywood giant.
Diller stretches in his chair. Any final comments, Herb? Herb Allen piers over Diller's shoulder. He's the founder of the Investment Bank Allenant company. He's also gunning to stop Viacom owner Sumner Redstone from buying Paramount. Three years ago, Allen started the first merger talks between Redstone and Paramount Chairman Martin Davis. He hoped those talks would earn his bank more than $20 million in fees. But the talks floundered until a rival investment banker persuaded Davis and Redstone to restart talks and Allen got left out of the deal. So he's getting payback by helping Diller assemble a rival bid for Paramount.
They've spent a frantic weekend pulling the money together. Comcast agreed to kick in half a billion. John Malone's boss of cable giant TCI matched that. Now they're ready to strike. Allen checks the letter. Looks good. Sumner will frequently seize it. Probably. How much higher is our bid? Allen does the math. Both Viacom and QVC's rival offers for Paramount or a mix of cash up front and stock. And since stock prices change constantly, so too does the total value of their competing bid.
Viacom stock price is down, so their offers worth about $7.5 billion right now. So we're 2 billion higher? Good. How will Sumner respond? My guess? With all out war. His tactic will be to question whether QVC's got the cash to buy Paramount. Redstone's deal with Davis stops Paramount considering rival offers that haven't secured all the funding they need.
Diller furrows his brow. We still need another 1.6 billion in cash. Don't worry, Wall Street will throw money at any deal this big. I suppose I should call him. Yeah, you should. Diller calls Paramount Chairman Martin Davis. Yes. Martin, it's Perry Diller. I'm sending you a letter. It's an offer for Paramount $9.4 billion. That's $80.40 per share of which $30 is cash. There's no reply. Diller presses his former boss for a response. Well, I'll look at your letter and get back to you.
Diller expected more fireworks. It doesn't matter. They'll be plenty to come. After all, he's about to stick it to the guy who forced him out of Paramount back in 1984. The Cold War between Diller and Davis just turned hot. But only one of them can prevail. And the only thing that's certain is that neither of them will go down without one hell of a fight.
Hi, I'm Sarah Haggi, co-host of Wonderree's podcast, Scample Insers. In our recent two-part series, Three Weddings and a Funeral, we dive into the story of a German con man who built an entire life on fake names, lies, and schemes, and the unlikely true-kind twist that brought this decades-long charade crashing down. Listen to Scample Insers on Amazon Music or wherever you get your podcasts.
From Wonderree, I'm David Brown and this is Business Wars. On the last episode, Hollywood hot shot Barry Diller joined QVC as part of a grand plan to buy his old studio Paramount. T.C. I boss John Malone entered secret merger talks with phone giant Bell Atlantic and Viacom owner Sumner Redstone, convinced Martin Davis to sell Paramount to him. But now, QVC chief Barry Diller is out to snatch Paramount from Redstone's grasp. But Redstone's about to call for backup.
This is Episode 3 under siege. Monday, September 20, 1993, three hours after QVC announced its bid for Paramount, Fort Lauderdale, Florida. In the downtown headquarters of Blockbuster Video, Chairman Wayne Heisinga looks up from his desk. Blockbuster president Steve Barard just entered his office, and he looks anxious. What's up Steve? QVC put in a bid for Paramount. Yeah, I heard. And? And nothing.
Like I said Friday, Paramount's too big, too risky. We can't afford it. Barard looks at his feet. Both he and Heisinga believe Blockbuster needs to prepare itself for the future now. A wave of new technology is closing in fast. And it'll allow people to watch movies on demand without ever leaving their sofa. And when that wave hits, Blockbuster's video rental stores will face extinction. To survive, Blockbuster wants to own a Hollywood studio like Paramount. That way, no matter how movies reach people's homes in the future, Blockbuster will be part of that future.
But the price is daunting. Barard looks back up. What if we allied ourselves with a phone company? They're swimming in money. Heisinga isn't persuaded. America's regional phone monopolies are rich, but they're also slow and bureaucratic.
But before Heisinga can reply, his private line rings. Only a select few know that number. And that means this call is important. Hold that thought. Heisinga here.
Joining Biocom's bid would be a low-risk way for Blockbuster to buy into Hollywood. Heisinga leans toward the phone.
加入Biocom投标将是Blockbuster投资好莱坞的低风险方式。海星加紧观察电话。
Tempting, but maybe there's a better option. Heisinga flicks through his roletex and finds Barry Dillard's number.
诱人,但也许有更好的选择。海辛加翻阅他的名片夹,找到了巴里迪拉德的电话号码。
Dillard's hasty rejection of Blockbuster has handed Redstone a potent new ally in the battle for Paramount.
迪拉德的匆忙拒绝给了雷德斯通在争夺派拉蒙特控股方面一个强有力的新盟友。
September 21, 1993. 24 hours after QVC announced its bid for Paramount. Biocom headquarters, Times Square, New York.
1993年9月21日,即QVC宣布竞购派拉蒙公司的24小时后,在纽约时代广场的生物公司总部。
Biocom owner Sumner Redstone enters the Pat Conference room and pads towards his chair at the head of the table. As Redstone sits down, the executives in charge of Biocom's cable TV networks fall silent.
The executives exchange glances, mentally drawing straws for a who'll speak first. Eventually, one breaks the silence.
高管们交换了一下眼神,心里默默地抽签决定谁可以先发言。最终,有一个人打破了沉默。
Redstone turns to Tony Cox, the boss of the Showtime Network.
Redstone 转向 Showtime Network 的老板 Tony Cox。
Redstone scales. This is about our future. Your Biocom's top executives. You run MTV, VH1 Nickelodeon, and yet here you are, cowering before this bully.
Wednesday, September 22, 1993. Two days after QVC announced its bid for Paramount, Midtown Manhattan. In the New York Hilton, the cable industry's biggest hitters are gathered for the Walter Cates Foundation's annual fundraising dinner.
But the real attraction is Barry Diller and he's putting on a performance worth billions. He's wearing a tux and he's holding cord at QVC's table. There's a stream of Wall Street financiers groveling. Almost on cue. Another investment banker crouches at his side.
Dillard smiles and says nothing. He's not here to make deals. He's here to show the cable industry that bankers will crawl over burning coals to give him the financial power he needs to buy Paramount.
And that's because Redstone's latest line of attack is to claim the QVC can't afford its $9.9 billion bid. Diller wants to debunk that claim quickly. Under its deal with Viacom, Paramount can't consider rival offers that lack the necessary funding. And Paramount boss, Martin Davis, is using that as a reason to ignore QVC's offer.
So Diller wants to show everyone that money's no problem, especially the people sitting at Viacom's table. The investment banker kneeling by Diller's side pulls a business card from his pocket.
I guess you're busy. Look here's my card. Call me, alright? I can get QVC preferential rates.
我想你很忙吧。瞧,这是我的名片。打电话给我,好吗?我可以拿到QVC的优惠价格。
That gets Diller's attention. How preferential? I'm after $1.6 billion. Ballpark? I think we get a range that for a fee of as low as $22 million. Diller slips the banker's business card into the pocket of his tuxedo. I'll let you know.
The banker turns to see his rivals lined up behind him. Day two want to share in the spoils from the multi-billion dollar war for Paramount. Not that Diller's going to join hands with any of them this evening.
He's too busy making sure that tonight's show of strength will make it impossible for Paramount's board to keep ignoring QVC. But he also knows that just five blocks north, his old foe Paramount chairman, Martin Davis, will be busy working on a plan designed to stop QVC from tanking his deal with Viacom.
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You can listen ad-free on the Amazon Music or Wondery app.
你可以在亚马逊音乐或Wondery应用上无广告地收听。
September 27, 1993. In Paramount's boardroom, Chairman Martin Davis tries to keep his cool, as another board member questions his call for them to ignore QVC's hostile offer. He is, ah, what is that noise? The lawyers say Barry Diller's letter asserting that QVC can get the finance, his evidence enough. Why delay talks?
Davis doesn't like this. Normally Paramount's board does his bidding, but the battle for Paramounts become a media circus, and the board members are spooked. They're hearing that if they don't respond correctly to QVC's bid, they can face stock colder lawsuits and federal investigations, but Davis wants to dodge talks with QVC for as long as possible.
QVC is outbid Viacom by $2 billion. Unless Viacom eliminates that gap with a revised offer, Barry Diller will win Paramount. But Viacom owner Sumner Redstone needs time to secure additional funds. Some Davis can get him, provided he can get Paramount's board to behave.
Davis decides to pray on the board's fear of legal reprisals. Look, normally I'd say yes, let's accept our legal advice and talk to QVC, but context matters. QVC is trying to disrupt our deal with Viacom, a carefully selected merger partner. Also Sumner Redstone is a litigious man, he'd almost certainly lose in court, but that doesn't mean he won't try suing. Davis takes a sip of water and continues.
You know, legal action would entail months of uncertainty and hurt our stock price. So why rush? Let's go slow and ask QVC to prove they have the finances up front. All I'm really saying is let's do this by the book. Davis sees some of the doubters nodding. This is his chance.
How about a vote? Who's in favor of asking QVC for financial proof before starting talk say aye? Aye.. Aye. Davis smiles as the board members fall into line. He's bought Viacom all the time he can. Now it's down to Viacom owner Sumner Redstone to marshal a counter strike big enough to stop Dillard's advance.
Redstone moves fast. Just hours after Paramount's board meeting, he secures a billion dollars of financing from a consortium of banks. Two days later, Blockbuster invests $600 million in Viacom. In return, Redstone gives Blockbuster a seat on Viacom's board. He also promises collaboration between Blockbuster and Viacom brands like MTV and Nickelodeon.
The following Monday, Redstone bags another powerful ally. Nine X, the phone giant that covers New England and most of New York. It agrees to buy $1.2 billion of Viacom non-voting stock to get in on the Paramount deal.
In just seven days, Redstone's built a $3 billion war chest that he can deploy at will to fend off Dillard. And it's not a moment too soon. The day after Nine X aligns with Viacom, QVC provides Paramount with proof that it's got $4 billion at its disposal. Paramount's now out of reasons to keep ignoring QVC, but Dillard's triumph is short-lived. And that's because his biggest backer, John Malone, is missing in action.
October 11, 1993, a Black Tide dinner at the Pierre Hotel, New York. Barry Dillard pours himself another scotch and checks his watch. It's after 11, and he's hunkering down at tonight's Black Tide dinner as long as he can. And that's because after a week of silence, TCI boss John Malone wants to speak with him. The fight for Paramount is at a critical juncture.
Dillard expects to start talks with Paramount soon. Viacom's about to beef up its bid, and Dillard's close to getting phone giant Bell South to join QVC's bid. So Malone's sudden disappearance sent alarm bells ringing. Malone's TV programming company Liberty Media is providing half a billion dollars towards QVC's bid for Paramount. Now's not the time for a major partner to go AWOL.
With his afternoon, Malone resurfaced, and he's desperate to talk. But Dillard's dodging his calls, he senses that whatever Malone's got to say, it won't be good. A waiter approaches Dillard's table. Mr. Dillard, John Malone's on the phone for you again. He says it's urgent. There's a private room where you could take the call.
Dillard's size. He can't hide forever. He knocks back his scotch and stands. He follows the waiter to the private room, and takes Malone's call. Mary, you're a hard man to reach. I can say the same with you. You've been MIA for days. No, there's a reason for that. A reason I can only tell you about now. I'm selling TCI and Liberty Media to Bell Atlantic for $33 billion.
迪拉德的规模达不到藏匿的程度。他喝下威士忌,站起来。他跟着服务员走进私人房间,并接到马龙的电话。玛丽,你很难联系上。我也可以说同样的话。你已经失踪了几天。不,有个原因。现在我只能告诉你。我正在将 TCI 和 Liberty Media 以 330 亿美元卖给 Bell Atlantic。
Dillard steadies himself against the wall. He thought his $9.4 billion bid for Paramount was the big play, but from Malone, it's a side show and Bell Atlantic's the main event. Dillard tries putting on a good front. Congratulations. I get it. I really do. You have to do right by your company. I just wish your timing was different. You know, this will severely hurt our bid for Paramount.
I disagree. You still have my support. Using the $500 million you're contributing to QVC's bid? Yes. You have my backing. Dillard's not sure what that's worth anymore.
Even if the money's still there, Dillard knows Malone's deal with Bell Atlantic brings other complications, including torpedoing Dillard's efforts to secure additional funding from another phone giant. I don't know how the Paramount bid recovers from this. We need Bell South's money, but they won't want to share Paramount with Bell Atlantic. There'll be regulatory fallout, too. There's no way Washington will waive through your deal with Bell Atlantic. You know, if QVC gets snarled and all that antitrust red tape, Martin Davis will use the uncertainty to persuade Paramount stockholders to reject our bid.
These things can be overcome. You'll see. Dillard hangs up and puts his head in his hands and despair. This is the second time that Malone's pulled the rug from under him, and he's not sure his bid can recover, and with Viacom preparing a new hire offer, Dillard needs new friends fast.
He starts by recruiting two more backers, cable operator Cox Communications and Advanced Publications, the owner of Vogue Magazine. Cox in advance pledged another billion dollars to QVC's bid. Not that Paramount's listening. Paramount's board Greenlit talks with QVC a week ago, but Chairman Martin Davis still hasn't set a start date for those discussions.
Fed up with waiting, QVC takes action. It formally announces its hostile takeover bid and offers Paramount stockholders $80 a share. The shopping channel also sues Paramount to force it into talks.
But while QVC waits for its day in court, Viacom strikes. On October 23rd, Viacom raises its offer for Paramount to $80 per share to match QVC's bid. But while the two offers both value Paramount at $9.6 billion, Viacom has the edge.
And that's because Paramount must pay Viacom hundreds of millions in compensation if it bales on its merger deal with them. Meanwhile, Paramount continues stonewalling QVC, ignoring its repeated calls for talks.
To stop his lunch for Paramount getting waylaid by antitrust probes into John Malone's deal with Bell Atlantic, he asks the cable kingpin to withdraw the half billion he promised towards QVC's takeover attempt. Then, Diller gets Bell South to pledge $1.5 billion towards QVC's bid.
For Diller, swapping Malone for Bell South is a win-win. He's up by $1 billion, even after foregoing Malone's funding. Diller immediately uses Bell South's money to hide QVC's bid to $10.8 billion, putting the home-shopping channel comfortably ahead of both Viacom's $10.1 billion offer, and the $7.4 billion Paramount was worth when the takeover fight began a month ago.
But Diller's inflated bid won't mean jack if Paramount keeps ignoring QVC. And he's counting on getting Paramount's full attention. Once he gets that day in court.
November 16, 1993. The Court of Chanceree, Wilmington, Delaware. In his Pat Court room, Vice Chancellor Jack Jacobs listens as QVC's attorney shines an unflattering light on Paramount's deal with Viacom.
They call it a merger, but it's a sale. Full of Paramount will transfer to Viacom, which will get 70% of the voting stock. And since it's a sale, Paramount is legally required to seek the best price for stockholders.
The attorney picks up a glass of water and takes a long sip. QVC's case hinges on convincing Jacobs that Paramount is being sold to Viacom. He wants that point to linger for a moment before he goes on.
And yet Paramount refuses to talk to QVC. Just yesterday it rejected QVC's latest offer of $90 a share, despite it being far above Viacom's current offer of $85. Vice Chancellor Jacobs peers at the attorney through his big square spectacles. You're over your allotted time. Sorry, Your Honor.
In summary, Paramount is being sold in the courtship compelate to give QVC a fair hearing. He also asked the court to strike down the protections included in Paramount's merger deal with Viacom that deliberately disadvantage rival bids. All QVC wants is a level playing field.
QVC just argued that by entering a strategic agreement with Viacom, Paramount has put itself up for sale. That is totally illogical. Osterger starts pacing the courtroom.
QVC claims that Paramount hasn't considered its offers. Well, my client would be overjoyed to hear a real offer from QVC, but its offers so far have been conditional. Flimsy, short on substance. Paramount has no choice but to reject these not offers.
Jacobs interrupts. And what would qualifies a bona fide offer in Paramount's eyes? An offer with solid financing that's not subject to regulatory approval. I see. Continue.
QVC claims Paramount chairman Martin Davis only agreed to a deal with Viacom because he learned QVC was preparing a hostile takeover. That's pure coincidence. Paramount and Viacom have been talking for years. QVC was not a factor in their strategic alliance and its case is without merit. Osterger sits down.
Jacob's address is the court. Thank you both. I'll deliver my ruling as soon as I can. Court adjourned.
Jacob的地址就在法院。谢谢你们两位。我会尽快宣布我的裁决。法庭休庭。
After weeks of offers and counter-offers, sniping in the press and financial wheeling and dealing, the battle for Paramount now hinges on Jacob's decision. The arguments have been made. The evidence submitted. The deposition is given.
There's nothing more that Martin Davis, Barry Diller or some Nurett Stone can do, but wait and hope that the court takes their side.
马丁·戴维斯、巴里·迪勒或努雷特·斯通无法再做更多的事情了,只能等待并希望法庭支持他们。
These three media power players are used to deciding their own destinies. But now, their fates are out of their control.
这三位媒体势力强大的人惯于决定自己的命运。但现在,他们的命运已经超出了他们的掌控范围。
November 24, 1993. Paramount headquarters, Manhattan. In his corner office, Paramount chairman Martin Davis eases back in his chair with his phone pressed to his ear.
Viacom owner Sumner Redstone is on the line. Yeah, I also thought the court's decision would be here by now, but I'm told it's definitely coming. What if the ruling isn't as cut and dry as we expect? What if QVC win?
No chance. I've been here before. When I tried to muscle in on the Time Warner merger, I was the hostile bitter and the courts rebuffed me. QVC's in the same situation I was then. That is reassuring.
Are your news really serious? Got the various press statements right here.. Use your collection of idiot quotes that say nothing. Newspapers will run them anyway.
Good. Let's talk again when the ruling arrives.
Sure. I'll call the moment I get the verdict.
好的。裁决出来后我们再聊吧。
没问题。我一得到裁决就会立刻打电话。
Davis checks his watch. It's 1.30 p.m. Davis rises from his chair and hits to the window. He looks down at Central Park and sees cops arresting someone. Checks his watch again. Still 1.30. He opens his office door.
Anything? His secretary looks up. A carrier just delivered something for Don. Not sure what, though. Davis's heart leaps. Don Orsman is Paramount's chief counsel. That delivery could be the ruling.
Davis lurches forward, gaining speed as he hurries down the long corridor towards Orsman's house. He doesn't bother knocking. Orsman looks up from the thick document on his desk. He looks like he's seen a ghost.
Davis shuts the door and leans against it. No. No. He can't. He can't win. Tell me it's not true. Tell me that Barry Diller isn't about to take my company.
戴维斯关上门,倚靠着它。不行,不行。他不能赢。告诉我这不是真的。告诉我巴里·迪勒不会接管我的公司。
2900 miles west at a health club in Beverly Hills. Barry Diller emerges from the locker room. It's mid-morning in California and he's spent the past hour working out in a futile attempt to distract himself from the imminent court ruling.
He slings his gym bag over his shoulder and heads to the payphone by the reception desk. He feeds in some coins and calls his answering machine to check for messages. You have one new message. Message received today. Playing message one. Barry, Spartan Lipton, the court ruling saying call me. Lipton works for QVC's outside counsel.
Diller's heart races as he returns Lipton's call. It's Barry. I just got your message. What's the ruling saying? One and not just one, the judge grossed it paramount. Wow. The judge said paramounts board failed in their duties to stockholders. They now have to auction paramount to the highest bidder.
Diller's eyes widened. And auction? Viacom's offers worth a billion dollars less than ours. We're going to win, huh? Sure looks that way. Well paramount appeal. They already have, but I don't see him coming back from this. So go celebrate.
Diller turns around. The health club's deserted, except for a pair of bodybuilders. Diller rolls his eyes. Great. Biggest moment of my whole freaking life and the only people here are two meatheads with a combined IQ of 80. Diller grabs the gym bag and makes for the exit to find somewhere better to celebrate.
Paramount's appeal fails. And with QVC's offer worth way more than Viacom's, Diller looks set to win. Now, Redstone must decide whether to raise the stakes or fold.
December 9, 1993, Manhattan. In his apartment at the Carlisle Hotel, Viacom owner Sumner Redstone is hosting an emergency gathering of the key people behind his attempt to buy paramount. Like him, they thought paramount was theirs. But now that glittering prize is about to be snatched away by Diller.
Among those in attendance are the bosses of Viacom's biggest backers. Wayne Heisinga, chairman of Blockbuster Video and Barry Ferguson, CEO of Phone Giant 9x. And Redstone wants to know if they're still with him.
出席会议的人中有维亚康姆最大支持者的老板们。有 Blockbuster Video 的主席 Wayne Heisinga 和 Phone Giant 9x 的 CEO Barry Ferguson。Redstone 想知道他们是否还支持他。
If both been so supportive and made big investments in Viacom, I really view you as partners. So I wanted to ask what more you're prepared to do.
9x boss Ferguson shakes his head. We can't offer more than the 1.2 billion we already have. We've taken enough flat for making that investment while doing the layoffs.
Blockbuster's Heisinga leans forward. Paramounts are once in a lifetime company. We've come this far. We should get it. We want it, so let's work out how far we'll all go to get it.
Redstone sits back in his chair, stone-faced. He knows what Heisinga wants. I won't dilute my control of Viacom anymore. I'd rather lose paramount than do that.
Heisinga looks disappointed. I'm not sure there's a way forward then. Nobody can justify the kind of money we need unless they get some Viacom voting stock as part of the deal.
The room goes quiet. But then Viacom's CEO Frank Biondi speaks. OK, I have an idea. Not that anyone's going to do it. Let's hear it anyway. OK, what if someone buys up to $2 billion of the new Viacom stock we're offering to paramount stockholders? It's mainly non-voting stock, but there's some voting stock in there. Viacom could then use that money to enhance its offer for paramount.
The room stares at Heisinga in disbelief. But for Heisinga, this is about Blockbuster's future. Tomorrow's world of on-demand movies won't need video rental stores. He knows Blockbuster's long-term survival depends on owning the content it currently rents to customers.
"I'll do it. But on one condition," Redstone leans forward.
"我会做这件事。但有一个条件。" Redstone 前倾了一下。
"Name it."
请给它一个名字。
"I want an unconditional merger with Viacom and fast. Now by unconditional, I mean if we get paramount, we merge. If we don't get paramount, we merge. Whatever happens with paramount, Blockbuster and Viacom merge."
Redstone smiles. He thought paramount was lost and Diller had won. But now, there's hope. And the chance to add Blockbuster to his empire too. But only if He and Heisinga can pull together a merger of their companies in record time, promising, but far from a done deal.
On the next episode, Blockbuster has second thoughts. Viacom gets desperate and paramount ways up the final offers.
在下一集节目中,Blockbuster开始重新考虑。维亚康姆变得绝望,派拉蒙则进行了最后的出价。
I'm wondering, this is episode three of the Battle for Paramount Pictures for Business Wars. A quick note about recreations you've been hearing: in most cases, we can't know exactly what was said. Those scenes of dramatizations, however, are based on historical research. If you'd like to read more about John Malone, we recommend Cable Cowboy by Mark Robyshell.
I'm your host David Brown. Tristan Donovan wrote this story, voice acting by Michelle Philippi. Karen Lo is our senior producer and editor, edited and produced by Emily Frost. Sound designed by Jason Freeman. Our producer is Dave Schilling. Our executive producers are Jenny Lauer Beckman and Marshall Lewey, created by Ernan Lopez for.