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Dry Powder
Breguet
William D. Cohan William D. Cohan

Welcome back to Dry Powder. I’m Bill Cohan.

Paramount Skydance boy king David Ellison’s commentary during his first earnings call, on Monday, set into motion a new wave of deal chatter about his pursuit of David Zaslav’s Warner Bros. Discovery. Besides all the allusions to the harmonious pro forma-ing of the companies, Ellison jolted the analyst community by noting that “there’s no must-haves for us”—a marginal comment entirely loaded with deal implications.

Did Ellison’s five little words convey that he and his father won’t budge beyond their three previous failed offers? Or was it some sort of reverse jujitsu before they hit the mattresses and go hostile? This speculation about a deal, which will allegedly be wrapped up by Christmas (yeah right!), forms the basis of this evening’s issue.

But first…

Ian Krietzberg Ian Krietzberg
  • CoreWeave hits a snag: CoreWeave, the A.I. infrastructure company that built its business on renting out Nvidia G.P.U.s—mainly to infrastructure-constrained hyperscalers—reported earnings this week that sent the stock plummeting some 16 percent. Though third-quarter revenue more than doubled year over year to $1.36 billion, and net losses narrowed to $110 million (practically infinitesimal in A.I. terms…), the company’s operating income fell by more than half, to $51 million, and its operating margin plummeted from 20 percent to 4 percent. Meanwhile, its debt spiked to the tune of billions of dollars.

    In the days leading up to the report, CoreWeave C.E.O. Michael Intrator, S.V.P. of engineering Chen Goldberg, and chief strategy officer Brian Venturo dumped tens of thousands of shares of the stock, according to S.E.C. filings. Just the sort of leadership you want to see from the management team!
  • Culture corner: A couple of quick cultural suggestions for those of you headed on vacation later this month. I’m hearing from all sorts of people that Tom Freston’s memoir, Unplugged: Adventures From MTV to Timbuktu, is a revelatory must-read. (The book comes out next Tuesday, but look for an excerpt in Air Mail on Saturday.) Freston writes about “his global adventures—from hitchhiking around the world, to running a clothing export company out of India and Afghanistan, to co-founding MTV, to becoming C.E.O. of MTV Networks, then C.E.O. of Viacom, then later returning to work in Africa and Afghanistan,” according to the flap copy. I’ve met Tom a few times over the years, and I suspect this one might be worth your time.

    Also, Bill Keenan, a Harvard grad and former European professional hockey player, became famous on Wall Street about a decade ago after writing one of the more hilarious and articulate resignation emails in history when he stepped down from his job at Deutsche Bank. (Google it…) The manifesto sparked his book Discussion Materials: Tales of a Rookie Wall Street Investment Banker. Now he’s fresh off a six-year stint as the chief operating officer of Air Mail, Graydon Carter’s glorious digital publication that Puck just acquired, as you surely know by now. This Friday, Bull Run, a movie based loosely on Discussion Materials, is premiering on Apple TV and in a few theaters. The comedy features Tom Blyth as “Bobby,” the character based on Bill who must choose between selling his soul to the higher calling of the hedge fund trade or pursuing his own passions. I think you’ll love it.

Now, on to the main event…

Ellisonology 101

Ellisonology 101

In his first earnings call as C.E.O. of Paramount Skydance, David Ellison offered a masterclass in corporate optimism, promising “synergies” and artfully dodging questions about a possible Warner Bros. Discovery takeover. Alas, the time to act is here.

William D. Cohan William D. Cohan

In his nearly 100 days as the C.E.O. of Paramount Skydance, David Ellison has learned a thing or two about mellifluous corporate pablum—knowledge that was on full display during the company’s first earnings call under his rule. “We’re encouraged by the meaningful progress we’ve made in a relatively short time,” Ellison said on Monday. “We moved quickly, laid a strong foundation for what’s ahead, and there’s a real sense of energy and purpose across the company.” Ellison also parroted David Zaslav, the C.E.O. of Warner Bros. Discovery, which has recently become the object of his public affections. “Our vision is to transform Paramount to be the global home of world-class storytelling, powered by one of entertainment’s most storied studios, a leading broadcast network, and a scaled global streaming platform that delivers must-watch programming to audiences everywhere,” he said, hitting all the talking points.

Ellison often speaks grandly about his desire to turn a historic media business into a tech company, without much specificity. On Monday, he offered little more beyond pointing to a recent C-suite hire and dropping a few lines about improved discoverability on Paramount+ and more efficient ad tech. Instead, he spoke about his three “North Star” priorities: investing in the company’s “growth businesses, anchored by its creative engines”; “driving efficiency enterprise-wide,” a reference to the $2 billion in cost-cutting already identified, with another billion around the corner; and making the company’s streaming business profitable and global.

A MESSAGE FROM BREGUET

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The Breguet Classique Souscription 2025 represents a reinvention of a timeless icon – paying tribute to the original aesthetic, elevated by a contemporary perspective. Join Breguet in celebrating 250 years of horological excellence.

The Breguet Classique Souscription 2025 represents a reinvention of a timeless icon – paying tribute to the original aesthetic, elevated by a contemporary perspective. Join Breguet in celebrating 250 years of horological excellence.

But not a whole lot of time was spent on the actual earnings. That was probably by design, too. There really isn’t much to say on that front, since the deal closed in August and any comparisons with past quarters would be incongruous. For junkies, the accompanying 28-page letter to shareholders laid out the financials and accompanying narrative. But, for me, the most interesting revelation was what Ellison & Co. had to say about their fourth-quarter performance and their projections for 2026.

Indeed, for all the talk about how great everything is going so far, Ellison and PSKY president Jeff Shell are forecasting the fourth quarter of 2025 to be pretty much on par with the fourth quarter of 2024: somewhere between $8.1 billion and $8.3 billion in revenue, compared with $8 billion last year, and “adjusted OIBDA”—an even more annoying version of adjusted EBITDA—of $500 million to $600 million, compared with $406 million a year ago. In other words, static revenue and marginally improved profitability, probably driven by those synergies, with more to come.

For next year, Ellison predicted that Paramount would generate $30 billion in revenue—up about 5 percent from the $28.6 billion in revenue for the four quarters ended June 30—and that adjusted OIBDA would be $3.5 billion. As Evercore analyst Kutgun Maral pointed out in a report the following morning, that profitability projection has been revised down by 15 percent from the $4.1 billion that Ellison originally predicted for the year when he announced the deal in 2024. As I read the report, I was reminded of Zaz’s downward-revised EBITDA projections for WBD after he got behind Jack Warner’s desk and started operating the company. (Through the recent acquisition of Air Mail, Zaz is now a small investor in the Puck.)

Cable Talk

Beyond Ellison’s mastery of the modern corporate lexicon, it’s clear that the profitability fundamentals of the business still point to steady decline—at least until the streaming business becomes as profitable as the linear TV assets they must replace on the P&L. Of course, that’s the thesis of the entire WBD deal, and partly explains Ellison’s motivation to swallow the company whole. In that hypothetical, Ellison and his partners could not only synergize the streaming businesses, but also triage the linear assets, milking them far longer and more profitably given their leverage over distributors. The point is that the Ellisons have to buy something if they want to reverse the decline narrative and trajectory.

So, unsurprisingly, things got a bit spicier when the Ellison crew was confronted by analysts about their M&A ambitions—starting with WBD. Morgan Stanley’s Ben Swinburne raised the question, but Ellison gave listeners another example of how quick a study he is when it comes to being an ambitious public company C.E.O. “There’s no must-haves for us,” he said. The remark was itself a well-choreographed line imbued with deal implications and negotiating brinkmanship, given that he has already made three failed bids for WBD. “We really look at this as buy versus build, and we absolutely have the ability to build to get to where we want to go,” he continued. “We believe we can achieve our goals with our creative content engines.”

As for M&A, he said, “Everything for us is going to tie back to: Does it accelerate those three core principles? For us, we’re fortunate that we have the balance sheet to be able to be opportunistic when we think that M&A will accelerate our goals. But we’re also long-term disciplined owner-operators.”

What’s going on here now is an elaborate game of M&A poker, with the requisite bluffs. Zaz is meeting with Comcast executives, undoubtedly hoping to gin up interest from Brian Roberts and Mike Cavanagh. As I’ve reported, a deal for some or all of WBD is beginning to look like a must-have for Brian and Mike. And what better way to make the Ellisons antsy than by making it known that Zaz and Brian Roberts are talking, and that Brian has hired both Goldman Sachs and Morgan Stanley to advise him on a possible deal? Meanwhile, Netflix, another possible suitor, has hired Moelis & Co.

A MESSAGE FROM BREGUET

Breguet
Breguet

The Breguet Classique Souscription 2025 represents a reinvention of a timeless icon – paying tribute to the original aesthetic, elevated by a contemporary perspective. Join Breguet in celebrating 250 years of horological excellence.

The Breguet Classique Souscription 2025 represents a reinvention of a timeless icon – paying tribute to the original aesthetic, elevated by a contemporary perspective. Join Breguet in celebrating 250 years of horological excellence.

But the Paramount executive team not-so-subtly offered clues regarding the upside of a potential WBD-PSKY deal. In response to a question that wasn’t asked, Shell noted that Paramount Skydance has no plans to spin off its declining linear TV assets, unlike Comcast and WBD. “This company has a history of spinning assets, and it hasn’t gone very well for us and, we think, for others,” Shell said. “One of the big rationales for spin is that when companies are stand-alone, they can focus on driving the value of the brands that they have in a more specific way. We are going to do that, but we’re going to do that within our company so our shareholders get the value of that.”

He then spoke positively about the company’s cable assets. Nickelodeon is, he said, “a core kids and family pillar for us” and will remain “a very important segment for our company not just in terms of streaming, but in terms of licensing and consumer products.” He praised MTV as “the traditional leader” in music and Comedy Central as “a great brand.” He said that BET, once on the block, had a “great position with that audience.” The goal, Shell said, was to “see if we can transform those businesses in a digital way to drive value long-term and make them increasing pieces of our overall scaled global streaming strategy, which is our core business.”

WBD-itis

It’s an interesting moment in the WBD sale process, which Zaz has promised to conclude by Christmas, though that seems unlikely to me at this point. The Ellisons could go hostile and take their offer directly to WBD shareholders—making, say, a $25-a-share offer for the whole company that they won’t be able to refuse. So far, they seem reluctant. But I wouldn’t rule it out, since that might be the best way to position their $18 billion minnow to swallow a $57 billion whale, even with Larry’s $350 billion war chest.

Meanwhile, does Roberts think his donation to Trump’s ballroom project will help him through the regulatory minefield that Comcast will likely face in a deal for WBD? Maybe the donation plus spinning off MSNBC will do the trick? I don’t know. Even so, will Brian be able to compete with the Ellisons’ firepower? Probably not. The same goes if Netflix (market cap $500 billion) or Amazon (market cap $2.7 trillion) decide to get involved.

Of course, there’s always the fallback option of sticking with the original plan to split WBD into two. If the Wall Street analysts are right that Zaz has cooked up an alternative worth $30 a share—even if it’s at some point down the road—that might be the preferred option for the board. But the truth is we’re still just at the beginning. WBD’s public posturing about trying to get this all sorted out by Christmas was merely a clever move by Zaz, an experienced deal guy, to create more heat around the auction.

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