WEBVTT - Ariel Investments Chairman John Rogers Talks Paramount

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<v Speaker 1>Bloomberg Audio Studios, podcasts, radio News.

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<v Speaker 2>Want to get to a key long term investor in Paramount,

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<v Speaker 2>who's been in the name since two thousand and six,

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<v Speaker 2>who believes in the streaming opportunity and the value of

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<v Speaker 2>its content. It's John Rogers, a real investments founder co CEO.

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<v Speaker 2>You've been throughout this business in its many iterations, and

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<v Speaker 2>I just want to focus first John, on yesterday growth

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<v Speaker 2>being born out being shown by the business, particularly in

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<v Speaker 2>its streaming, thanks in many ways to the Super Bowl,

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<v Speaker 2>but it was overshadowed by the departure of Bob Backish.

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<v Speaker 2>What did you make of the move?

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<v Speaker 1>It was pretty shocking to us.

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<v Speaker 3>I've been Ariel's been in business for forty one years.

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<v Speaker 1>We've not seen anything remotely like this.

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<v Speaker 3>It's just extraordinary, and it can't be good for shareholders

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<v Speaker 3>to be able to have all this uncertainty and earning season.

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<v Speaker 3>You're in the middle of a merger and acquisition transaction,

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<v Speaker 3>negotiating with Charter Communications. All these important things are happening

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<v Speaker 3>all at once, and you need.

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<v Speaker 1>The CEO in place.

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<v Speaker 3>So this has just been very very disappointing, disheartening, and

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<v Speaker 3>also in the context of what you said business has.

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<v Speaker 1>Been getting better.

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<v Speaker 3>A lot of the initiatives that Bob and Bob and

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<v Speaker 3>his executive team have worked on are really starting to

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<v Speaker 3>show fruition. So the timing just seems extremely, extremely problematic.

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<v Speaker 2>Let's just talk about probably why Bob Backish has exited,

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<v Speaker 2>and is because he felt that the negotiations reportedly underway

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<v Speaker 2>with Skuydance were not within his agreement. Now, Sherry Redstone

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<v Speaker 2>is a controlling shareholder at the moment with Plus National Amusements.

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<v Speaker 2>It seems to be the deal that she's looking for

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<v Speaker 2>with Skuydance. How are you currently dealing with the reports

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<v Speaker 2>of a so called sweetened deal? What would you make

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<v Speaker 2>of a combination of paramount with s guidance?

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<v Speaker 1>Well, we don't know enough.

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<v Speaker 3>We've read all the same you know pieces that have

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<v Speaker 3>been written about this, and institutions like PUCK have had

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<v Speaker 3>really good information that we've had confirmed. And so if

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<v Speaker 3>this transaction is really is focused on Skydance, we think

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<v Speaker 3>that that may possibly.

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<v Speaker 1>Have a chance to work.

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<v Speaker 3>But we really would much rather see the Apollo deal

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<v Speaker 3>with Sony that's been so rumored to be out there

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<v Speaker 3>to get certainty of a you know, Apollo's a world

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<v Speaker 3>class firm with extraordinary resources. Sony has proven to be

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<v Speaker 3>so successful, you know, in this industry that seems like

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<v Speaker 3>a marriage made in heaven, and so we wouldn't rush

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<v Speaker 3>to the altar with a smaller company that's not as

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<v Speaker 3>proven as the Apollo and Sony.

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<v Speaker 4>John, Good morning, it's ed in San Francisco. Do you

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<v Speaker 4>get any sense because you've held this idea that we

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<v Speaker 4>should look at other offers on the table for a while.

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<v Speaker 4>Do you still hold that belief but actually the hope

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<v Speaker 4>that other offers will be looked at, Well.

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<v Speaker 1>That's we hear. We have.

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<v Speaker 3>You know, we had a lot of confidence in management

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<v Speaker 3>that's been nothing but straightforward and can do with us.

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<v Speaker 3>That they cared about all shareholders and as you know,

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<v Speaker 3>the employee bases all own the secondary shares. So we

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<v Speaker 3>really have been very, very hopeful that they were going

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<v Speaker 3>to do the right thing for shareholders and that's been

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<v Speaker 3>something that's been committed to us consistently, and we believe them,

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<v Speaker 3>and we just continue to think that you don't need

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<v Speaker 3>to rush when things are getting going well. This is

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<v Speaker 3>not a melting ice cube. This is a company in recovery,

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<v Speaker 3>in a turnaround mode. We want to make sure that

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<v Speaker 3>all shareholders get to be able to take advantage of that.

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<v Speaker 3>And the price that Skydance is suggesting seems to us

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<v Speaker 3>what we've read, much lower than what we would get

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<v Speaker 3>from the Apollo Sony deal and many others that could

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<v Speaker 3>possibly be out there if this company was truly shopped around.

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<v Speaker 3>And the final thing I would say is the directors.

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<v Speaker 3>We know several as independent directors, and we know that

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<v Speaker 3>they're committed to doing what's fair for all shareholders, So

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<v Speaker 3>I'm hoping they'll be able to get to the finish line.

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<v Speaker 4>What does a change of ownership structure or this m

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<v Speaker 4>and a path fix to Paramount?

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<v Speaker 3>Well, I think that with Apollo and Sony you would

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<v Speaker 3>end up with enormous resources that would help them with

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<v Speaker 3>their balance sheet that has you know, gotten higher.

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<v Speaker 1>Than we would have hoped. You'll be able if you're

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<v Speaker 1>working with Sony.

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<v Speaker 3>Sony has been an expert of being an arms dealer,

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<v Speaker 3>being able to use content and ways to generate cash

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<v Speaker 3>flow and profits, and have the extraordinary library that Paramount brings.

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<v Speaker 1>The history of Paramount's.

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<v Speaker 3>You know lot where they have been able to make

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<v Speaker 3>movies for generations, and there will be enormous synergies. You know,

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<v Speaker 3>I think the synergies between Sony and Paramount Paramount are

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<v Speaker 3>much much greater than you can imagine with a smaller

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<v Speaker 3>company like sky Dance.

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<v Speaker 1>So we're really hopeful that you'd.

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<v Speaker 3>Be able to get great synergies, higher cash flow, and

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<v Speaker 3>experienced management team that will be able to make those

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<v Speaker 3>tough calls of what happens with Pike Paramount plus, do

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<v Speaker 3>you use content there? How do you use it in

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<v Speaker 3>selling into other competing services like Netflix.

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<v Speaker 1>We want that kind of.

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<v Speaker 3>Experience leadership that has been proven, and I know there

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<v Speaker 3>are some other large streamers out there they could possibly

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<v Speaker 3>also get into the mix.

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<v Speaker 2>We are, of course with John Rogers of Aerial Investments

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<v Speaker 2>found of Coco to our radio and TV audience. John.

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<v Speaker 2>Regulatory issues though with both potential tie ups. Is that

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<v Speaker 2>a concern for you?

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<v Speaker 3>I think it's a modest concern for the real large

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<v Speaker 3>guys that are out there. I understand that people would

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<v Speaker 3>be worried if Netflix, for example, was to buy Paramount Global,

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<v Speaker 3>But ultimately I think if people are really looking this

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<v Speaker 3>for the long run, you know, there's been lots of

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<v Speaker 3>litigation around some of the regulatory constraints that are out

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<v Speaker 3>there in today's economic system. I think ultimately rational people

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<v Speaker 3>will see do you want to see Paramount Plus collapse?

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<v Speaker 3>Do you want to see all those jobs lost? Do

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<v Speaker 3>you want to see a world class American company in disarray?

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<v Speaker 3>Where do you want to see it find a great

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<v Speaker 3>parent where they can merge and have a successful, growing

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<v Speaker 3>business over the over the next.

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<v Speaker 1>Decade or so.

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<v Speaker 3>So I think I'm hopeful that regulators will be able

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<v Speaker 3>to make the right decision, have an open mind about

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<v Speaker 3>all the various different possible combinations that are out there,

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<v Speaker 3>And I certainly think to Apollo a Sony deal should

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<v Speaker 3>not have any significant regulatory concerns.

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<v Speaker 2>John, You've written to your own investors in your Q

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<v Speaker 2>one report really saying, look, you're not an activist investor,

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<v Speaker 2>but you feel it's your fiduciary duty to raise concerns,

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<v Speaker 2>particularly from a corporate governance perspective here. And I want

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<v Speaker 2>to go back to the fact that you have held

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<v Speaker 2>this stock throughout these iterations, and you've seen the fact

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<v Speaker 2>that there was this controlling shareholder. Did you sort of

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<v Speaker 2>worry this might ever evolve from this corporate governance structure?

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<v Speaker 2>That particularly you're worry was the fact that three independent

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<v Speaker 2>board members have recently stepped down amid this m and

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<v Speaker 2>A speculation.

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<v Speaker 3>You know, over the years that mentioned, you know, the

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<v Speaker 3>forty one years, we've not seen anything like this. I've

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<v Speaker 3>never in all the years of owning stocks that have

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<v Speaker 3>dual class shares, I've never seen a scenario where the

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<v Speaker 3>A shareholders were going to get a significantly larger premium

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<v Speaker 3>than the B shareholders. And that's just something we've never

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<v Speaker 3>seen before. And there's been a lot of smart investors,

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<v Speaker 3>it'seno factual over the years. You know, Warren Buffett's been

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<v Speaker 3>a shareholder. We know Mario Gabelli, my friend Mario has.

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<v Speaker 1>Been a shareholder. We had other several.

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<v Speaker 3>Good, smart people looking at this, and we've always felt

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<v Speaker 3>that people would do the rational thing and do the

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<v Speaker 3>right thing for all shareholders. That's what management's told us. Frankly,

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<v Speaker 3>that's what sharey has said over time. And so we

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<v Speaker 3>think that this is something that came as a real

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<v Speaker 3>true surprise, and it's something again like we've never seen before.

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<v Speaker 4>John, I watched The Masters on Paramount Plus. I get

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<v Speaker 4>my Champions League Football two Paramount Plus.

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<v Speaker 1>I liked Halo.

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<v Speaker 4>What is it that you like about paramounts existing portfolio

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<v Speaker 4>and offering.

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<v Speaker 1>Well, you started at the right place.

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<v Speaker 3>They have extraordinary content.

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<v Speaker 1>That you must see.

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<v Speaker 3>The super Bowl, you know, had great, great ratings, Grammys

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<v Speaker 3>were great.

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<v Speaker 1>You mentioned the Masters.

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<v Speaker 3>They've got great scripted shows, the CSI franchise, the news franchise,

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<v Speaker 3>CBS Sunday Morning sixty Minutes, CBS Evening News.

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<v Speaker 1>And this is robust history. But then you put on

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<v Speaker 1>top of it this.

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<v Speaker 3>Extraordinary library with the paramount greats, Mission Impossible, and The Godfather.

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<v Speaker 1>You could go on and on and on.

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<v Speaker 3>They've got Pluto, which is an extremely successful streaming service.

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<v Speaker 3>You've got worldwide assets the Bob Backish used to run

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<v Speaker 3>that are extremely valuable and seem to get ignored by

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<v Speaker 3>the analyst community and the value that's there. So they

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<v Speaker 3>have a well diversified group of assets, many hidden assets,

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<v Speaker 3>real estate that it hasn't completely been utilized, institutions like

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<v Speaker 3>Showtime and BT that I wish they had found a

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<v Speaker 3>way to have sold earlier. But these are real, true

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<v Speaker 3>assets to this company. And I think sometimes people get

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<v Speaker 3>into the group think of the moment, they're worried about

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<v Speaker 3>the cord cutting, and they're forgetting to value all of

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<v Speaker 3>the assets that Paramount Global has.

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<v Speaker 2>You're a value investor, you look at the value. John,

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<v Speaker 2>you also say you don't sell into chaos. What do

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<v Speaker 2>you do though, if a deal with Skuydance goes ahead.

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<v Speaker 1>Well, we have been looking at all of our options.

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<v Speaker 3>We did write a letter to the board of directors

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<v Speaker 3>explaining our position. We've been, of course talking to expert

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<v Speaker 3>legal counsel, and our general counsel is terrific and she's

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<v Speaker 3>been on top of those issues. So we're looking at

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<v Speaker 3>all of our alternatives and we'll see how this all

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<v Speaker 3>plays out.

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<v Speaker 1>But we would like to.

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<v Speaker 3>See this play out in a way that's very constructive

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<v Speaker 3>because it would be not a good thing for a

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<v Speaker 3>sky Dancer trying to buy a company where you're in

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<v Speaker 3>litigation with all of your shareholders or many of your shareholders,

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<v Speaker 3>I should say many of your shareholders, and at the

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<v Speaker 3>same time, your senior management is not going to be

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<v Speaker 3>happy if the deal isn't fair for the b shareholders

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<v Speaker 3>the management team owns.

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<v Speaker 1>And we all know M and.

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<v Speaker 3>A is difficult in the best of circumstances, getting all

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<v Speaker 3>the synergies done and all the tough calls that have

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<v Speaker 3>to be made, and it would be a difficult environment

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<v Speaker 3>I think for them to be able to be successful,

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<v Speaker 3>while you could have such a cleaner deal with an

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<v Speaker 3>extraordinary company like Apollo and Sony.

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<v Speaker 4>John Rogers Aerial Investments Founder and co C grateful for

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<v Speaker 4>your time.

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<v Speaker 1>Thank you,