An Old-School Media Titan Pushes Aside an Upstart

Mr. Kilar, 50, fashioned himself as a disrupter inclined to break with the status quo in the pursuit of innovation. He became the chief executive of WarnerMedia in April 2020. He previously had started a video streaming company called Vessel and had managed Hulu, where he gained a reputation for thwarting the desires of the entrenched media executives overseeing the company.

HBO Max made a lackluster debut just two months after his arrival at WarnerMedia. By August, Mr. Kilar dismissed Bob Greenblatt and Kevin Reilly, two longtime television executives who were in charge of the streaming service’s programming. Mr. Kilar also laid off some 1,000 employees.

Those inside the company credit Mr. Kilar with two important decisions that have better positioned the company in the current media climate. He oriented all the divisions around HBO Max. He also hammered on the importance of making HBO Max a global streaming service, accelerating its rollout. HBO Max is set to expand into Latin America and the Caribbean next month. The European launch is scheduled for later this year.

But now the television veterans are in control.

Mr. Zaslav has run Discovery since 2007. He started his media career in 1989 at NBC, ultimately helping to create cable networks like CNBC and MSNBC and expanding USA and Bravo around the world. Known for celebrity-strewn parties at his East Hampton, N.Y., estate, Mr. Zaslav has long been one of the highest-paid chief executives in media. Last year, his compensation totaled $37.7 million. In 2018, when he signed a new contract, he received more than $100 million in Discovery stock.

Richard Gelfond, the chief executive of Imax, predicted in a CNBC interview that Mr. Zaslav would bring a “diplomatic soft touch” to WarnerMedia’s shifting movie releasing strategy. “He’s been an innovator, but he knows how to do it within the confines of the existing system,” Mr. Gelfond said.

Pulling strings in the background, per his style, will be Mr. Malone.

Nicknamed the “cable cowboy,” in part because his base of operation is in Colorado, Mr. Malone, 80, is the consummate deal maker. Mr. Zaslav in Monday’s call described him as “a teacher, and a best friend and really a father to me.” He has a reputation for putting together complex transactions that limit his tax exposure. He began amassing his fortune in 1973 when he took over Tele-Communications Inc., an almost-bankrupt cable company that he grew and then sold to AT&T in 1998 for $32 billion. A subsidiary, Liberty Media, was spun off into its own entity with Mr. Malone at the helm.

Liberty holds significant stakes in a variety of entertainment companies, including Discovery, the Atlanta Braves and SiriusXM. The company purchased Formula One racing in 2016 for $4.4 billion. And in 2017, Discovery purchased Scripps Network Interactive for $11.9 billion, which added HGTV, Travel Channel and Food Network to its media arsenal.

In 2019, after selling his shares of Lionsgate, Mr. Malone increased his ownership of Discovery, purchasing $75 million of additional shares for a total 23 percent stake.

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AT&T’s WarnerMedia Group to Merge With Discovery

It’s as if Logan Roy, the fictional patriarch of the Waystar Royco media empire on HBO’s popular series “Succession,” masterminded the deal himself: AT&T has thrown in the towel on its media business and decided to spin it off into a new company that will merge with Discovery Inc.

The transaction will combine HBO, Warner Bros. studios, CNN, TNT, TBS and several other cable networks with a host of reality-based cable channels from Discovery such as Oprah Winfrey’s OWN, HGTV, the Food Network and Animal Planet.

But it raises numerous questions about what that will mean for popular shows and streaming platforms, whether entertainment bills will go up or down, or what will happen to the people working at WarnerMedia and Discovery.

WarnerMedia is known for producing some of the industry’s biggest theatrical and television hits.

HBO last year captured more Emmys than any other network, studio or platform, and its hit shows include “Succession,” “Curb Your Enthusiasm” and “Last Week Tonight With John Oliver.” It also has a huge library that includes “The Sopranos,” “Game of Thrones” and “Sex and the City.”

Netflix, the industry leader, has over 200 million subscribers, and everyone else is far behind.

Both WarnerMedia and Discovery have invested heavily in streaming. WarnerMedia has spent billions building HBO Max, which together with the HBO cable network has about 44 million customers. Discovery has 15 million global streaming subscribers, most of them for its Discovery+ app.

The companies plan to invest more in both services to get those numbers much higher. David Zaslav, the chief executive of Discovery, who will run the new business, said on Monday that he envisioned hundreds of millions of subscribers around the world, but that will be tough as Netflix and Disney invest in new shows of their own to keep a grip on the market.

Jason Kilar, who was hired to run AT&T’s media group only last year, is most likely on his way out. He was kept in the dark about the deal until a few days ago, and he has hired a legal team to negotiate his departure, according to two people briefed on the matter.

But it could mean the elevation of other executives within WarnerMedia. On Monday, Mr. Zaslav praised Toby Emmerich, the head of the film division, Casey Bloys, who runs HBO, and Jeff Zucker, the leader of CNN. Mr. Zucker and Mr. Zaslav are also longtime golfing buddies.

When asked about his plan for the management team, Mr. Zaslav said he would not favor Discovery executives.

“Philosophically, our view is we don’t know better,” he said. “There’s a reason WarnerMedia is where it is today.”

The companies expect the deal to be finalized in the middle of next year, and they anticipate annual cost savings of $3 billion. That usually means layoffs are coming.

WarnerMedia already went through several rounds of deep staff cuts after AT&T’s purchase of the company in 2018 as Mr. Stankey, who led the unit for a time, slimmed down the operations. Executives and managers were let go as he combined HBO, Warner Bros., CNN and the other cable networks under a single management team.

When Mr. Kilar came aboard last year, he cut further. Over 2,000 employees were laid off in the process.

To realize $3 billion in cost savings will inevitably mean more layoffs — at both WarnerMedia and Discovery. Mr. Zaslav said there was “a treasure trove of talent” at WarnerMedia, and emphasized the fact that Discovery doesn’t make scripted shows.

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Jason Kilar, the WarnerMedia Chief, Is Said to Be Negotiating His Exit

Jason Kilar has hired a legal team to negotiate his departure as chief executive of WarnerMedia, according to two people briefed on the matter. AT&T, which owns WarnerMedia, said on Monday that it had agreed to spin off the division and merge it with a rival media company, Discovery Inc.

Mr. Kilar was kept in the dark about the deal until recent days, the people said, speaking on the condition of anonymity to discuss private conversations.

A spokeswoman for WarnerMedia declined to comment.

The new company will be run by David Zaslav, 60, a media veteran and the longtime chief executive of Discovery. Mr. Zaslav and AT&T’s chief executive, John Stankey, had met over the last few months “secretly from my brownstone in Greenwich Village,” Mr. Zaslav said on a call with reporters on Monday.

Mr. Kilar, 50, was hired to run AT&T’s media group only last year. He formerly held senior jobs at Hulu and Amazon.

“Jason is a fantastic talent,” Mr. Zaslav said on the call with reporters following the announcement.

Mr. Stankey noted on the call that Mr. Kilar remained the chief executive of WarnerMedia, though he added, “David’s got a lot of decisions to make on personnel.”

Mr. Kilar on Monday morning sent a rallying-the-troops memo to WarnerMedia staff that called the merger “momentous news.” He did not get into his own future at the company.

“I recognize it will take all we’ve got to keep our collective focus on the mission,” the memo concluded. “We can do it.”

He added a smiley face emoticon.

John Koblin contributed reporting.

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AT&T’s Big Deal With Discovery Unwinds Billions in Mergers

Goldbelly’s growth surpassed its expectations. Sales more than quadrupled last year, and it nearly doubled the number of restaurants on its platform, to 850. That, according to Joe Ariel, its co-founder and C.E.O., was because the company allows restaurants like Di Fara pizzeria in Brooklyn and Parkway Bakery and Tavern in New Orleans to go national: “We’re basically opening up a 3,000-mile radius for restaurants.”

Can that good fortune continue? As in-person dining resumes across the U.S., Ariel concedes that Goldbelly’s phenomenal growth rate last year “is not going to happen forever.” But its newest backers believe that restaurants will keep making online sales part of their businesses. Goldbelly is also counting on maintaining its lead by spending more on marketing, offering livestreamed cooking classes and relying on the loyalty of chefs.

  • Ariel didn’t deny that the company has its eye on an I.P.O. “In the future, we do want to be a public company,” he told DealBook.


Cryptocurrency’s rise to prominence is reflected in the latest U.S. tax documents (due today, in case you forgot). This year, a virtual currency question tops Form 1040, the individual income tax return form, right after the personal identifying information. The I.R.S. wants to know: “At any time during 2020, did you receive, sell, send, exchange, or otherwise acquire any financial interest in any virtual currency?”

Yes means no, sort of. If you only bought crypto with “real currency” then you aren’t required to answer “yes,” per the I.R.S. But this guidance is not binding, which means you can’t entirely rely on it. This relatively simple question, which is generating consternation among accountants, reflects the greater state of disarray when it comes to digital asset taxation.

  • “There’s very limited guidance on crypto,” Michael Meisler, a lawyer who leads EY’s crypto tax center, told DealBook. Basic tax principles apply to digital assets and many concepts translate from the physical to digital realm, but crypto is evolving fast. The approach taxpayers take depends on their tolerance for risk, Meisler said.

Cryptocurrency is property for tax purposes. That means that there is a tax liability for every sale or purchase using crypto, said Amy Kim, the chief policy officer of the Chamber of Digital Commerce, a trade group: “Imagine reporting the gain or loss on every cup of coffee you bought at Starbucks.”

Big Crypto wants the I.R.S. to flip its script. The tax authorities have engaged in an “enforcement-focused approach,” Kim said. “We believe this approach should be reversed — issue practical guidance, then enforce that guidance against those who do not comply.”

Deals

  • Alex Rodriguez and the Jet.com cofounder Marc Lore agreed to buy the N.B.A.’s Minnesota Timberwolves and the W.N.B.A.’s Minnesota Lynx for $1.5 billion. (NYT)

  • George Soros’s investment fund was among those that scooped up stocks at a steep discount when they were offloaded by Archegos during its implosion. (Bloomberg)

  • The influential proxy adviser I.S.S. backed three of four candidates for Exxon Mobil’s board put forth by the climate-minded activist investor Engine No. 1. (Bloomberg)

Politics and policy

  • Rural areas are counting on President Biden’s infrastructure proposal, in particular its expansion of broadband access, to help attract more workers. (NYT)

  • Proponents of Biden’s planned revival of the International Entrepreneur Rule to grant start-up founders special visas say it will create thousands of new jobs. (Axios)

Tech

  • “The Deadly Toll of Amazon’s Trucking Boom” (The Information)

  • Goldman Sachs’s online consumer banking unit lost another top executive as its C.F.O., Sherry Ann Mohan, defected to JPMorgan Chase. (CNBC)

Best of the rest

  • Leslie Moonves, who was fired from CBS in 2018, will receive nothing from the $120 million the company set aside in a potential severance package. (NYT)

  • Some advice on how to prevent the re-emergence of workplace cliques as people return to the office. (FT)

  • The publicly traded New Jersey deli with a $100 million market cap that David Einhorn identified as a symptom of irrational markets has fired its C.E.O. (CNBC)

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How Companies Defend Their Big CEO Paychecks

The Times’s David Gelles gives DealBook the backstory to his recent front-page article about rising C.E.O. pay during the pandemic.

Companies battered by the pandemic are handing out enormous pay packages to their C.E.O.s, highlighting the sharp divides in a nation on the precipice of an economic boom, but still wracked by steep income inequality.

Executive compensation has, of course, been soaring for decades now. Chief executives of big companies in the U.S. now make, on average, 320 times as much as the typical worker. In 1989, that ratio was 61 to 1.

Read the full story here.

A deep split in pandemic fortunes highlights an uneven global recovery. On one hand: The E.U. could let vaccinated Americans visit this summer, bringing much-needed tourism revenue to the region. (One potential hangup is a rising number of people who aren’t getting their second doses.) On the other: India will receive emergency medical supplies from the U.S. as it reports half of all new Covid-19 cases worldwide.

Netflix had a big night at the Oscars. The streaming company won seven Academy Awards last night, the most of any studio, but again fell short in its quest to win Best Picture. (That went to Disney, whose Searchlight Pictures’ “Nomadland” won the big prize; Disney won five awards over all.) AT&T’s Warner Bros. won three Oscars, while Amazon took home two.

An activist investor steps up its challenge at Exxon Mobil. Engine No. 1 argues in a new presentation that the oil giant faces an “existential business risk” because it is not taking bolder steps to move away from fossil fuels, The Financial Times reports. (Exxon and other major producers are set to report earnings this week.)

Second Chance Business Coalition, which was announced today.

Elon Musk is hosting “S.N.L.” Yes, really. The Tesla chief is scheduled to host “Saturday Night Live” on May 8. (We bet S.E.C. officials will be watching.) John Authers of Bloomberg Opinion has an interesting take on it: The Tesla chief’s antics are doing more to encourage adoption of green technology than any amount of environmentalist scolding.

Today the Supreme Court will hear a case that could upend American politics. It has largely escaped attention because it’s not obviously political at all. “Americans for Prosperity Foundation v. Rodriquez” involves a fight over California’s donor disclosure requirements for charities and “may seem like a measly spat over state nonprofit rules,” Senator Sheldon Whitehouse, Democrat of Rhode Island, told DealBook. “But a massive threat lurks within.”

Nonprofits want more donor anonymity. Americans for Prosperity Foundation is a “social welfare” nonprofit arguing that the right to anonymous assembly guaranteed by the First Amendment extends to donor data. Critics say that a ruling in favor of the Koch-funded charity would allow more untraceable money to flow through groups designed to mask the outsize role that a few wealthy players have in American politics. If A.F.P.F. wins, “special interests will have a free pass to rig our democracy from behind a veil of secrecy,” Whitehouse said.

Companies secretly influence politics with “dark money” donations that are deliberately opaque. Basically, some “social welfare” groups are quasi-political yet don’t have the same reporting requirements as explicitly political groups. Similarly, trade groups take corporate donations and pass them on, obscuring the sources.

  • “The importance of dark money in society, the scope of it, is something people don’t really grasp, but it impacts everyday life,” said Anna Massoglia, a researcher at the Center for Responsive Politics.

A decision is expected around late June. Notably, the court took the case on Jan. 8, two days after the Capitol riot prompted a reckoning over corporate political donations. Both the Chamber of Commerce and the National Association of Manufacturers filed briefs supporting A.F.P.F.’s case for anonymity, and Allen Dickerson of the Federal Election Commission argued the same in a Wall Street Journal op-ed yesterday.


cottage industry of scammers.


Bain Capital Private Equity is buying Dessert Holdings in a deal that DealBook hears values the company at about $1 billion.

Dessert Holdings makes “Insta-worthy” cheesecakes and other desserts through three brands: The Original Cakerie, Lawler’s Desserts and Atlanta Cheesecake. The company, which sells to retailers and restaurants, was created through acquisitions led by its prior owner, Gryphon Investors. The dessert conglomerate emphasizes the “wow factor” of products like tuxedo truffle mousse cake that are made to look good on social media.

A sweet deal? In-store bakeries have held up well during the pandemic, while restaurants are expected to rebound post-Covid. There could be more consolidation in the industry, with George Weston announcing in March it plans to put its bakery business — which includes Wonder Bread in Canada — up for sale. Over the years, Bain has invested in a number of food service and restaurant brands, like Dunkin’ and Domino’s Pizza. It plans to develop “new and innovative products” as well as pursue more acquisitions after the Dessert Holdings deal, said Adam Nebesar, a managing director at the private equity firm.


As cryptocurrency goes more mainstream — thanks in part to the recent public listing of Coinbase — blockchain businesses are hustling for brand recognition. “We’re really trying to get our name out a lot,” said Sam Bankman-Fried, the C.E.O. of FTX, a crypto exchange that competes with Coinbase. One of FTX’s companies, the investment app Blockfolio, has signed an endorsement deal with Trevor Lawrence, the former Clemson quarterback and presumptive number-one pick in this week’s N.F.L. draft, DealBook is first to report.

29-year-old billionaire founded FTX in 2019, and said he regrets spending his early years “playing video games.” Now, he’s trying to make up for lost time and the “low name recognition” of his crypto brands by hitching their wagon to bigger brands. FTX recently agreed to pay $135 million for the naming rights to the N.B.A.’s Miami Heat arena for 19 years.

Deals

Politics and policy

Tech

Best of the rest

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C.E.O. Pay Remains Stratospheric, Even at Companies Battered by Pandemic

And, according to security filings, a select few are rapidly accumulating new fortunes. Chad Richison, founder and chief executive of an Oklahoma software company, Paycom, is worth more than $3 billion and was awarded $211 million last year, when his company made $144 million in profit. John Legere, the former chief executive of T-Mobile, was awarded $137.2 million last year, a reward for taking over the rival Sprint.

“We’ve created this class of centimillionaires and billionaires who have not been good for this country,” said Nell Minow, vice chair of ValueEdge Advisors, an investment consulting firm. “They may build a wing on a museum. But it’s not infrastructure — it’s not the middle class.”

The gap between executive compensation and average worker pay has been growing for decades. Chief executives of big companies now make, on average, 320 times as much as their typical worker, according to the Economic Policy Institute. In 1989, that ratio was 61 to 1. From 1978 to 2019, compensation grew 14 percent for typical workers. It rose 1,167 percent for C.E.O.s.

The pandemic only compounded these disparities, as hundreds of companies awarded their leaders pay packages worth significantly more than most Americans will make in their entire lives.

“To my mind, they’re the logical consequence of our total embrace of shareholder capitalism, starting with the corporate raiders of the 1980s, to the exclusion and sacrifice of all else, including American workers,” said Robert Reich, a labor secretary under President Bill Clinton. “The pay packages reflect soaring share prices, which in turn reflect, at least in part, the willingness if not eagerness of corporations to cut payrolls at the slightest provocation.”

AT&T, the media conglomerate, lost $5.4 billion and cut thousands of jobs throughout the year. John Stankey, the chief executive, received $21 million for his work in 2020, down from $22.5 million in 2019.

T-Mobile said it would create new jobs through its merger with Sprint, but has already begun layoffs. It made $3.1 billion in 2020. In addition to Mr. Legere’s windfall, the company awarded its current chief executive, Mike Sievert, $54.9 million.

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