Antitrust Trial

On Monday afternoon after the close of the stock market in the US, Paramount Global confirmed in an SEC filing that they have terminated the agreement to sell Simon & Schuster to Bertelsmann, following the enjoining of the sale on antitrust grounds by Judge Florence Pan. The company says, “On November 21, 2022, Paramount terminated the Purchase Agreement in accordance with its terms. Penguin Random House is obligated to pay a $200 million termination fee to Paramount.” Regarding the status of Simon & Schuster within Paramount, as it heads to record results for the year, Paramount reiterates its previous position: […]

Paramount will not extend the deadline for Penguin Random House’s purchase of Simon & Schuster to wait for a judicial appeal, sources first told Reuters (quickly followed by the NYT and the WSJ). The purchase agreement is thought to expire on or about November 21 (it was executed on November 24, 2020). Under the reported terms of that agreement, Bertelsmann must pay Paramount a $200 million termination fee. (As we noted earlier, the fee will cost Bertelsmann more than originally planned, given the rising dollar. In late 2020 it would have taken 169 million euros to pay out $200 million; […]

As Judge Florence Pan makes painfully clear in her now-issued full “memorandum opinion” blocking Penguin Random House’s acquisition of Simon & Schuster, in her view it was never a close case: She finds in favor of all of the government’s key arguments and building blocks, and positively scoffs at many of the defendants’ “medley of other arguments.” Along the way, she provides multiple burns — of PRH in particular and the Big Five in general, including the contention the merger would have no effect on advances (“incredible”); PRH’s bidding pledges (“the Court gives no weight to this unenforceable promise”); PRH’s […]

There are a lot of thinly-formed hot takes following Judge Florence Pan’s ruling Monday blocking Penguin Random House’s planned acquisition of Simon & Schuster for $2.175 billion, but the WSJ points directly to what is likely the most important next step: Will S&S parent company Paramount Global agree to give Bertelsmann more time to await an appeal, or has the clock run out? The original purchase agreement was executed on November 24, 2020, and the common inference based on vague sources is that the contract had a two-year term. (A couple of people, including the WSJ, have mentioned November 21 […]

As expected if you were following along during The Trial, Judge Florence Pan issued a brief order late Monday blocking Penguin Random House’s acquisition of Simon & Schuster. “Upon review of the extensive record and careful consideration of the parties’ arguments, the Court finds that the United States has shown that ‘the effect of [the proposed merger] may be substantially to lessen competition’ in the market for the U.S. publishing rights to anticipated top-selling books. Accordingly, judgment shall be entered in favor of the Plaintiff and the merger shall be enjoined.” For more details from the judge’s extensive opinion, everyone […]