00:00How are you thinking about this? What's next for shareholders? Well, there's a lot for shareholders to still do here.
00:08There's still going to be a vote, but more important right now, think about what a great day it is
00:15for shareholders.
00:16Relative to the sort of battle that was going on, there's more to come.
00:24Over the past few days, we've had shareholders calling and saying, what is going to happen next?
00:29And that's a lot of what we do. We communicate with shareholders of all sorts.
00:34We had a lot of retail shareholders calling, as you may appreciate.
00:38Warner has a lot of retail shareholders, including former AT&T shareholders who now own Warner.
00:46And then there are institutions and ARBs and hedge funds.
00:51So there's a lot more to come, but it's a win for all.
00:55If I think differently, and if I give Warner some credit for a great movie this year, for us, it's
01:02been one battle after another.
01:04Oh, what an incredible film.
01:06It is really good.
01:06Absolutely. And we have been busy with not just this situation, but so many others, whether it's on the activist
01:15front,
01:17representing some companies who are going into proxy season.
01:20And we've had M&A, and there's a lot of other contested situations that have happened.
01:26Friendly deals where investors want to check on the price that's being offered.
01:31They want to talk about process. They want to make sure that they're getting value like they're going to be
01:36getting here at Warner.
01:39First of all, I went to see that film twice in the theater.
01:43And I wonder if Paramount hasn't, much like the assassin in one battle after another, bitten off a little bit
01:48more than it can chew,
01:49because they're taking on a lot of debt to make this happen.
01:54Now, I know that they need to do that. All the media analysts we've spoken to have said that this
01:59has to be part of the plan.
02:00They have to have Warner Brothers to succeed, and that looks like they will.
02:05But how much money are they going to have to make to cover it?
02:09That's not for me to talk about today, Matt.
02:12There's a lot to come out, and I know we are working with some of the smartest people in the
02:18business here.
02:19What about the Netflix side of things? Because this is a company whose shares had been hit really hard on
02:24this.
02:24Again, putting on not necessarily your Paramount advisor hat, but your proxy advisory hat.
02:28Do you think this would have been a company ripe for an activist to come in, had they actually gone
02:34forward with this deal?
02:35Well, I appreciate that Netflix is a large company.
02:39Their shareholders do care about the situation, and if you look at shareholders, largest shareholders of Netflix,
02:47you look at largest shareholders of Warner, Paramount, there's a lot of cross-ownership.
02:53And each of those companies would have heard from their shareholders.
02:58That's what happens in every situation.
03:01The shareholders have opinions.
03:03Part of our job is to help our clients understand who those shareholders are, how they think and behave about
03:10situations,
03:10put our clients in communication with the shareholders so that they can make the right decision,
03:16so that they can execute on the deals that they want to do.
03:19And that's certainly what's going to happen here.
03:21By the way, have you noticed that Danny Berger has a new deal show?
03:25Thank you, Matt.
03:26Today at noon, an hour-long show focused solely on M&A because it's such a busy time right now.
03:34I know that, and I've been watching.
03:37It's great.
03:37What do you think?
03:38Obviously, it's the start of proxy season, so we're starting to get these various things coming in.
03:43I know one of you work with Elliott as well.
03:45They're looking at Norwegian cruises.
03:46What do you think the play is here?
03:48Because this is a firm that doesn't necessarily like to go all the way down the road of the proxy
03:54fight.
03:55Where do you think the ultimate endgame is for this?
03:57Well, I don't know that I would characterize any activist as a firm that's unwilling to go and have a
04:05proxy fight.
04:05Right.
04:06The reality is that when an investor like Elliott, who is very smart, very sophisticated, wants to look at a
04:13situation,
04:14they've done their homework, they have a thesis, they're presenting that thesis to management, to other participants, to shareholders.
04:25And if they need to have a proxy fight, they have a pretty good sense that they have a possibility
04:32of winning, a probability.
04:34I mean, we help them with that, and we help them understand whether or not they're going to win.
04:38And we've worked with a lot of investors over the years and companies where we lay out the odds and
04:43say,
04:43you're not going to win or you're going to win.
04:46You have to really know what's going to happen with the different shareholders.
04:50But ultimately, it is about value creation.
04:54And whether we're talking about cruise lines, shipping container companies, dry bulk companies,
05:02whether we're talking about entertainment and media, oil and gas, there are so many sectors where we have this uncertainty
05:10in the market
05:11and companies need to articulate their plans to their shareholders, or they're going to have investors speaking up saying,
05:19you need to do it a little better.
05:20So what have you heard?
05:22What has been the reaction from shareholders?
05:24Let's take Elliott Norwegian as an example.
05:26Have they been pretty welcoming that, yes, this is a company that needs an injection of life?
05:30You find almost every time that Elliott comes into a situation, the shares go up.
05:36So the reaction is almost immediate.
05:38And that kind of reaction is what helps a company understand whether or not there's something to be done here.
05:47Now, we work with a lot of companies, too.
05:49And we help those companies understand and appreciate whether what an investor is saying is worth pursuing more.
05:59And frequently, we find that the good ideas come from management, boards heard them, but also these shareholders.
06:07And other shareholders will then amplify what an Elliott is saying.
06:12And that's where you end up with potentially the value created from investors speaking up.
06:18Bruce, you have so much experience in this arena and, you know, from Cravath to Colombia to Okapi now.
06:28I can make a comment or try and compare and contrast the regulatory environment under President Trump and President Biden,
06:37but I don't know it as well as you do.
06:39Is it really as stark as I would have thought?
06:41There's a lot of differences in how all the participants are looking at transactions now.
06:48We worked on a number of situations during the Biden administration that, frankly, were hard to get done or didn't
06:56get done.
06:57We work for Spirit Airlines.
06:59And so you talk about a situation that maybe should have been done with Frontier.
07:05It feels like nothing got done under the Biden administration and everything can get done now.
07:10Is that?
07:10I mean, when we're talking about things like Stripe buying PayPal, like two direct competitors,
07:15it feels like deals are being dreamed of that never would have happened before.
07:19And probably to the benefit of investors and to the benefit of the markets in general.
07:27That's the exciting part of what we do.
07:29We do talk about how we communicate these deals to investors who have the same kind of questions that you
07:35do, Matt.
07:36Is this something that can achieve regulatory approval?
07:39When is it going to happen?
07:42Should I be buying now?
07:43We don't make investment advice.
07:45We don't give investment advice to clients.
07:47But we help them understand the timing and what could happen next.
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