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Happy Sunday, welcome back to Dry Powder. Sure, Jamie Dimon might be the most talented banker of his generation, but succession is complicated for even the most gifted Wall Street executives. In today’s issue, how to interpret last week’s shuffling of JPMorgan brass, why David Ellison’s pursuit of National Amusements Inc. still doesn’t add up, and the head-scratching inanity behind Elon’s public lobbying for more ownership of Tesla.
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Dry Powder

Happy Sunday, welcome back to Dry Powder.

Sure, Jamie Dimon might be the most talented banker of his generation, but succession is complicated for even the most gifted Wall Street executives. In today’s issue, how to interpret last week’s shuffling of JPMorgan brass, why David Ellison’s pursuit of National Amusements Inc. still doesn’t add up, and the head-scratching inanity behind Elon’s public lobbying for more ownership of Tesla.

The Jamie Switcheroo & Ellison’s Wishful Thinking
The Jamie Switcheroo & Ellison’s Wishful Thinking
News and notes on the most topical items among the Sebonack crowd: Jamie’s executive shuffle, M&A activity at Paramount, and Elon’s stock rant.
WILLIAM D. COHAN WILLIAM D. COHAN
It’s no secret that JPMorgan Chase, our biggest and most profitable bank, is struggling with the question of succession. When you are looking to replace a guy like Jamie Dimon, the greatest banker of his generation, you don’t want to make a mistake. Before Dimon got to JPMorgan Chase, in 2005, the place was essentially a mess—a mishmash of poorly integrated mergers and cultures, under the leadership of the elegant but flawed Bill Harrison. (Loyal readers will recall, of course, that I was there and remember those days well.) Harrison’s best decision as C.E.O. was acqui-hiring Jamie via the Bank One deal, and then promptly getting out of the way so that he could run the place.

That was a brilliant masterstroke, and one that Jamie is having a tough time replicating. Not that Dimon is planning to go anywhere soon. He’s a healthy 67 years old and the bank is running on all cylinders, having just produced a record profit of $50 billion in 2023—the most money any financial institution has made in one year, ever. With a market value in excess of $500 billion, Jamie’s bank is a powerhouse. Jamie himself has become a billionaire, thanks to his stewardship and his board’s understandable generosity, which persists to this day. (If he sticks around until 2026, he gets another $50 million retention bonus just for doing his job) Not since Jimmy Cayne, at Bear Stearns in its heyday, has a non-founder on Wall Street been worth $1 billion or more in his bank’s stock.

So Jamie isn’t going anywhere soon, certainly until he’s logged a few years in the corner office of his yet-to-be-completed, $5 billion, quarter-mile-high headquarters at 270 Park, and especially now that any hopes he may have harbored of becoming Biden’s Treasury secretary were probably dashed by his affirmative comments about Trump in Davos. (Of course, there’s no way Jamie would work for Trump, or at least I can’t imagine that happening.)

Still, Jamie has to make it look like he’s focused on finding a successor. I think that’s the genesis of his decision last week to play musical chairs with his direct reports. He’s essentially moved the co-head of the consumer bank to be co-head of the investment bank. A lot of ink spilled for basically nothing. It’s the old GE trick: Shuffle executives around from one position to the next under the guise of “testing them out” or “giving them a different experience to see how they do.”

Recall, of course, that Jamie did not have experience as a banker or a trader or credit card guru before he became C.E.O. He learned how to run a global bank by sitting at the knee of Sandy Weill while he built Citigroup into the most dominant force on Wall Street. After their inevitable falling out, Jamie eventually took the reins of First Chicago, a.k.a. Bank One, before Harrison engineered that acquisition to get Jamie. In other words, for all the job rotating that Jamie is doing to possibly identify a successor, that’s not how he got the job, and his own bias might further delay the ostensible bake-off.

Nevertheless, I suspect that Jamie’s number two Daniel Pinto, who was not part of this shuffle, is the clear successor in the near term. But his age, 61, apparently precludes him from being Jamie’s long-term successor, even though I think he’s the best and most obvious choice. The two most-discussed candidates to succeed Jamie are Marianne Lake, 54, who now gets sole possession of JPMorgan Chase’s consumer and community bank, and Jennifer Piepszak, 53, who used to run the consumer bank with Lake. She now will be co-head of the firm’s commercial and investment bank with Troy Rohrbaugh, also 53, who has been global head of markets, a.k.a trading. Both Lake and Piepszak have also had a spin as the bank’s chief financial officer. It obviously must have been difficult for Lake and Piepszak to run the consumer and community bank together while simultaneously competing to succeed Jamie. I suspect this challenge is what led to shifting Piepszak over to the commercial and investment bank, to give her a separate perch from which to shine. But it’ll be hard for someone who hasn’t been an investment banker to run an investment bank, unless she is a truly gifted leader, like Dimon.

And perhaps that is the point here. I surmise JPMorgan Chase is no closer to solving its succession problem after this game of musical chairs than it was before, especially since Jamie has zero reason to turn down a $50 million thank-you card in 2026. Who knows who will still be in any of the top seats at the bank by then. But Jamie has at least adroitly bought himself that time—you know, to wait and see.

David vs. Goliath
So Bloomberg is reporting that David Ellison has made a “preliminary” offer to buy National Amusements Inc., the Redstone family holding company that controls 77 percent of the voting stock of Paramount Global—ostensibly so that he can combine the legendary Paramount studio with his own studio, Skydance. Beyond that, of course, almost nothing about this rumored deal makes sense to me.

Why, after all, would Ellison want all the non-studio assets of NAI, such as the sagging New England movie theaters; the debt (around $500 million these days); the preferred stock ($125 million) owed to Shari’s M&A adviser, Byron Trott; or the grab-bag of beleaguered assets at Paramount Global, such as CBS, the local television stations, Paramount+, BET, Showtime, etcetera. The greatest risk, of course, is Paramount’s $11.2 billion of senior debt that becomes payable upon a change of control, assuming a credit downgrade. But, by this point, we have to assume that Larry Ellison’s fortune would backstop those liabilities.

Then there are the other headaches that the younger Ellison’s bankers and lawyers have surely advised him about, such as risks to the transfer of the CBS broadcast license to the Ellisons in a Biden administration, given Larry Ellison’s major financial support for Republican candidates. Lastly, but most importantly, this sort of deal chaos will create a completely predictable domino game of management shuffles, layoffs, second-guessing, anger, and confusion in a very public and uniquely relationships-based industry. If the Ellisons think that David Zaslav has had a long year reorganizing Warner Bros. Discovery into a modern, lean, debt-servicing, streaming-first entertainment company, well, good luck to them. People will always be happy to take their money, but there will be blood in the water.

As I’ve written before, the Ellisons’ more natural path would be going full Brian Roberts and making a very public bid for the part of the asset that they want—the Paramount studio—and ensuring it is an offer that Shari cannot refuse. Their team of bankers and lawyers and other advisers can float that offer publicly, with details about financing and structure.

If they make the offer in the weeks leading up to the Paramount Global annual meeting (it was May 8 last year), Shari and the board she controls will have to seriously consider selling the studio at a “full” and “fair” price. (Roberts, of course, used this strategy to pressure the AT&T board to sell him AT&T Broadband.) I think it’s a tactic that can work and won’t require the Ellisons to pay off or guarantee the $11.2 billion in senior notes or buy the parts of Paramount Global they don’t want. Though I am sure their investment bankers are enthused about the prospect of all this ridiculous buying and selling.

The only other possibility, I suppose, is that once they have NAI, and replace the Paramount board with their own people (and replace the Paramount executive team with their own people), they could then ask their loyal board to find some independent directors, if they exist, to consider an arm’s-length, fully shopped bid for the movie studio. There would be shareholder lawsuits up the wazoo and a whole lot of negative press and, likely, the wrath of Warren Buffett and Mario Gabelli, two of the largest economic shareholders in Paramount. This is not investment advice, but I hope Gerry Cardinale is telling the Ellisons how foolish such a gambit would all be.

And Now, Elon…
Elon Musk’s latest rant demanding more financial incentives and rewards to continue developing A.I. products at Tesla reminds me of that old Chris Rock bit about asking for credit for what you’re supposed to do. Why should he get a whole new stock option package in exchange for pursuing a business opportunity that he should be pursuing anyway? Isn’t it enough incentive to own 22 percent of Tesla on a fully diluted basis? Why does he need to own 25 percent of the voting control of Tesla to get the company deeper into A.I. and robotics? And isn’t it disqualifying—even a fireable offense—that he would threaten to take that work to a new company?

In any event, the idea went over like a lead balloon with Tesla investors. On Thursday, the Tesla stock tanked 12 percent (it is now down 26 percent so far this year). Were investors worried that he had lost his mind, or just that his company had a lousy fourth quarter, and the prospects for this year also seem sour? Perhaps the Elon-iest bit of this silly theater is that he could have easily handled all this privately, like practically every other C.E.O., and made a request to his very sympathetic board. Instead, of course, he complained publicly on Twix to his 129 million followers: “I see a path to creating an artificial intelligence and robotics juggernaut of truly immense capability and power, and my concern would be - I don't wanna control it but if i have so little influence over the company at that stage, that I could sort of be opted out by some sort of shareholder advisory firm.”

Friends, your guess is as good as mine. But with 22 percent of the fully diluted voting stock of Tesla and a net worth of around $220 billion, I really don’t see how anyone could push him out of Tesla and get control of his artificial intelligence or robotics juggernaut. I don’t see how an activist investor could do it, let alone a “shareholder advisory firm,” which just makes recommendations to other shareholders and usually has no skin in the game, let alone enough skin to somehow dislodge him from Tesla, or “opt him out,” whatever that means. But the markets value stability, and perhaps that is why the stock spiraled down last week. (As always, this is not investment advice.) Anyway, I will return to this saga as it continues…

FOUR STORIES WE’RE TALKING ABOUT
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Zucker’s Vassal Revolt
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DYLAN BYERS
Age of Impressionism
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LAUREN SHERMAN
Hit and Ronna
Hit and Ronna
A close look Trump’s R.N.C. arm twist.
TARA PALMERI
Trump Donor Migration
Trump Donor Migration
Charting the flow of post-New Hampshire political giving.
TEDDY SCHLEIFER
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