Breakingviews: Immovable TV empire calls for irresistible force

Warner Bros Discovery boss David Zaslav has lost the benefit of any doubt. To belatedly commemorate the recent two-year anniversary of the mega-merger that created the TV empire, he delivered shareholders a $9 billion impairment on the networks. There may be significant constraints to radical fixes, but they don’t preclude meting out some consequences.

Eyeing the market-altering rise of Netflix, Zaslav pitched a combination of his Discovery and AT&T’s WarnerMedia to create a more formidable one-stop programming shop with Max, CNN and Looney Tunes. Getting bigger would shore up shrinking traditional TV while supplying cash to build competitive streaming services, or so the theory went.

To achieve the perceived requisite size swelled Warner Bros Discovery’s balance sheet commensurately, with more than $50 billion of gross debt. A moonshot to enter the next era of couch-surfing may have worked in theory, but it simultaneously left the company in thrall to the past. Its networks accounted for nearly 90% of EBITDA last year, and they depend heavily on live sports. Zaslav was unable, however, to compete with Amazon.com’s deep pockets to keep valuable broadcast rights for the National Basketball Association at TNT and TBS, which held them for 40 years.

Although Warner Bros Discovery is suing the league, it was forced to slash the value of its portfolio on Wednesday alongside a 16% decline in quarterly EBITDA. The writedown crystallizes the difficulty of structural changes like separating the networks from studios and streaming business. Worse, some $41 billion of remaining debt further crimps maneuverability.

The company generates sufficient cash flow to pay off lenders while clinging to its investment-grade status, but it’s too unwieldy to move around. Insiders nixed a breakup partly because of concerns about riling creditors, the Financial Times recently reported. The immense borrowing also will give pause to any potential suitors enticed by the company’s 71% loss in market value since the deal.

One thing not suffering: Zaslav’s pay. A shareholder advisory vote on it squeaked through earlier this year with 54% of the ballot, excluding abstentions and non-votes. The CEO inexplicably received nearly $50 million in 2023, a 27% hike from his 2022 package, thanks to Chairman Samuel DiPiazza and investment banker Paul Gould, who chairs the compensation committee. Before the merger, Zaslav also landed a bundle of options that lifted his payout to about $250 million. Drastic strategic action looks formidable at Warner Bros Discovery, but an investor mutiny is overdue nonetheless.