The Sporting Class: Woke NFL Media Mob, How Netflix Wins & MLB's Life-Changing Mistake

Has the media establishment become so politicized that it won't let a beat reporter be human? What does "maybe" mean in the proxy fight for Warner Bros.? And did old white men change the trajectory of baseball... because they don't know how to use the internet? A shockingly woke David Samson and a Pam Bondi'd John Skipper join Pablo to test the limits of truth, screwing and their fiduciary duty. Further content: • "The Liam Coen-Lynn Jones Moment, the Backlash and Why Journalism Is Still Worth Defending" https://www.nytimes.com/athletic/6966462/2026/01/14/liam-coen-lynn-jones-backlash-journalism/ (David Aldridge) • "Merger Math: Paramount Suit Wants WBD To Show Its Work" https://deadline.com/2026/01/paramount-lawsuit-warner-bros-discovery-merger-calculations-1236680919/ (Jill Goldsmith) • "Disney Invests $1 Billion in MLB's Streaming Business, BAMTech" https://www.hollywoodreporter.com/news/general-news/disney-invests-1-billion-mlbs-918372/ (2016) • Subscribe to "Nothing Personal with David Samson" https://pod.link/1483011704 Hosted on Acast. See acast.com/privacy https://acast.com/privacy for more information.

Speaker names marked ? are inferred from speaking time and the show’s known hosts — they are not voice-verified.

• 0:00Speaker 00

  Welcome to Pablo Torre Finds Out. I am Pablo Torre, and today we're gonna find out what this sound is.

• 0:06Speaker 01

  By the way, I will hand on the lie detector test, say, "Did you ever knowingly and deliberately screw somebody?" The answer is no.

• 0:15Speaker 00

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• 0:20Speaker 02

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• 1:27Speaker 00

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• 2:12Speaker 00

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• 2:35Pablo Torre?

  I was on the West Coast, I believe, judging by the pattern of the curtain.

• 2:40Speaker 05

  The fact that he schlep all this stuff is really remarkable.

• 2:43Pablo Torre?

  Really, really.

• 2:45Speaker 05

  It's a tribute to you and to the show.

• 2:47Pablo Torre?

  It's just the tenacity that our staff has.

• 2:51Speaker 05

  You have to want it.

• 2:53Pablo Torre?

  You have to want to climb over the lowest bar available for any participant.

• 2:58Speaker 01

  I don't hear anything. Don't see anything.

• 3:00Pablo Torre?

  There it is. You can't see anything. We can see and hear, John.

• 3:05Speaker 01

  Who the [bleep] is calling on Matt Coker? God damn, I hate technology.

• 3:13Pablo Torre?

  It's gonna be a good cold open, though. If this show ever airs, I guess would be a caveat.

• 3:19Speaker 05

  Did it ever occur to anyone to do a rehearsal?

• 3:21Speaker 01

  Okay. I can't hear anything. I can see you. It's lovely to see you.

• 3:27Speaker 05

  Good to see you, John.

• 3:29Speaker 01

  Oh, now I hear it.

• 3:30Pablo Torre?

  Hey, look at that.

• 3:32Speaker 05

  On the laptop, there's a volume up button, and that will turn up the volume of your headphones. Do you see a button? It's, it could be above F12.

• 3:41Speaker 01

  I do.

• 3:43Speaker 05

  And that may work.

• 3:45Speaker 01

  Oh, it did work. Thank you, David.

• 3:47Pablo Torre?

  Hey.

• 3:49Speaker 05

  That is the extent of my IT expertise, right there.

• 3:52Pablo Torre?

  David Samson advising John Skipper on tech support. It's like a two-year-old teaching an infant how to drive a car.

• 4:00Speaker 01

  Well, that's true.

• 4:20Pablo Torre?

  And now we are starting something resembling a show. A show that has never happened in this way. John Skipper, undisclosed location, not in this studio. David Samson, John, hello.

• 4:32Speaker 01

  I've entered the witness protection program. The Department of Justice is trying to make a case against me. I'm being pam boned.

• 4:42Speaker 05

  It's a verb now.

• 4:43Pablo Torre?

  Cash Patel just out of frame, monitoring. John Skipper contributing to the first remote sporting class taping he has ever participated in. David, we have made history here today.

• 4:55Speaker 05

  I was unfortunately part of all of the text exchanges, getting John his equipment, getting him set up and all of the pre-show shenanigans. And I just want to personally thank John for the effort. It's been Herculean in nature and it's been as ineffective as it's been funny. But on the other hand, it's super happy and I'm happy to see you guys.

• 5:17Speaker 01

  I'm happy to see you, David.

• 5:19Pablo Torre?

  Yes, clean-shaven David Samson. Thank you for making the time as always. We've been tracking, of course. Your whereabouts and our thoughts and our love goes out to you and the family as always. But we got to barrel into, we got to barrel into sports business because our audience demands it from us. I want to start though with a little bit of sports media because David, I don't want to relitigate the story of Lynn Jones, the Jacksonville reporter, the local reporter for the black newspaper who's been working in Jacksonville for decades upon decades and ask the question of Jacksonville Jaguars head coach Liam Cohen, right after the game in which they got eliminated from the postseason. They got everybody online mad about sports journalism, apparently.

• 5:57Speaker 06

  What are you doing today? Lynn Jones, Jacksonville Free Press News. I just want to tell you, congratulations on your success, young man.

• 6:03Speaker 01

  Thank you.

• 6:03Speaker 06

  You hold your head up, all right? You guys have had a most magnificent season.

• 6:06Speaker 01

  Thank you.

• 6:07Speaker 06

  And you did a great job out there today.

• 6:08Speaker 01

  Appreciate it.

• 6:09Speaker 06

  So you just hold your head up, okay?

• 6:10Speaker 01

  Thank you, ma'am.

• 6:11Speaker 06

  And ladies and gentlemen, duvall, you the one, all right?

• 6:13Speaker 01

  Thank you, ma'am.

• 6:13Speaker 06

  You keep it going, we got another season, okay?

• 6:15Speaker 01

  I appreciate it.

• 6:16Speaker 06

  Take care and much continued success to you and the entire team.

• 6:18Speaker 01

  Thank you, ma'am.

• 6:20Pablo Torre?

  I just want to briefly acknowledge what people are mad about, which is that reporters, sports reporters have stood up and said, "We're not allowed to cheer for the team. We're not allowed to say stuff like this as a matter of like what our professional standards are." And this set off this argument, which is not really about one thing, but lots of things. Because the reporters, the sports reporters, were referring to the Adam Schefter tweet, as far as I could see it, in which he said, "What a great comment by this reporter, and he's the one who made this thing go viral." And meanwhile, everyone else who's not in this industry, on the side of the journalists, are pointing out, "This lady rules." Like, she's awesome. She is friendly, she's nice, she has great vibes,

• 7:04Pablo Torre?

  and you guys are spoil sports in almost a literal sense. You ran a professional sports team, the Marlins. How did you manage team-friendly media? What was your radar like for the people in a presser who might ask questions that you hated or that you really wanted asked?

• 7:24Speaker 05

  Well, we controlled the room. So, nobody gets credentialed who we do not want to get credentialed. And yeah, you can sometimes go to battle with the agency, the BBWAA, over who gets access to the clubhouse, who gets access to the interview room. We would decide on whether bloggers, or podcasters, or even certain columnists would have access to the main room where we would do the press emails post-game. And the fact of the matter is, there was never a day, and I was a part of thousands of these pressers, not one of them did I not have a list of who was in the room. Not one. Because it's given to me each time. Because there were certain people I didn't want in the room.

• 8:08Speaker 05

  But when it comes to asking specific questions, and of course, she didn't ask a question, it was a statement, when you, I do not ever get the questions in advance. What I do do is prepare the manager, or the GM, or myself for what I think the questions are going to be, so we've got answers ready to go that we want to give to the media. But if there's ever a situation and it happened where I didn't like the question, I didn't like the tone, I didn't like the coverage, we had the ultimate power, which was to not allow that person in again. Secondly, we choose who asks the question. There is someone in charge of each presser who's there in the PR team. They point.

• 8:50Speaker 05

  It's sort of like a White House briefing where there's an order, there's seniority, and we would control who would ask questions.

• 8:58Speaker 01

  Wait, did you just say there's a White House briefing where there's order?

• 9:02Speaker 05

  John, of course, try to not just think of the, you know, since 2016. In the real world of press availability at the White House, there is a, there is a, an order. There's a place where people sit that, and that's the same in sports.

• 9:18Pablo Torre?

  To that point, John, I think you do raise an interesting sort of comparison though, because if nothing else, the White House now is even more deliberate in staffing its press area with friendly entities.

• 9:31Speaker 01

  I think that it's hard not to associate this with what's going on politically, which is why this has become a big deal. I, I don't find what she did personally, and you won't find anybody any more woke than me. I don't find that what she did was particularly offensive. The woman has a track record, she's been covering this team for a long time. She creates relationships with management players. And for her to simply say something that seemed pretty non-controversial to me, it was sort of like a, a school teacher, you know, telling a ninth grader. And I don't mean that to be derogatory, that actually is a lovely thing. Saying, you know what, hold your head up. What's wrong with that?

• 10:16Speaker 01

  Does that really interfere? If she now discovers some news about the coach that she needs to report, do we think this makes her non-credible now? I don't think so. It reminds me of when I first got to ESPN and there was this prohibition by the management that nobody could wear a hat with their favorite team on it. Or they couldn't walk around the campus with a sweatshirt on. And it just struck me that it didn't matter. Judge them on their work, not on whether they're wearing a damn jersey, walking around. And by the way, Bill Simmons blew all this up, right? I mean, this is what Bill Simmons did.

• 10:54Speaker 05

  Yeah.

• 10:55Speaker 01

  Is he came in and said, I'm a Red Sox guy, I'm a Celtics guy, and I got opinions, and I'm gonna sit in the press box. By the way, he was very good at this. All he did was bring new journalism to sports journalism. Hunter Thompson did it before, but nobody thought that was interesting. Everybody thought it was interesting, but nobody thought it was a problem because nobody expected him to follow any rules. What is it he can't do? This is, this is exactly what the Democrats did that got themselves in trouble, which is get all excited because somebody 14 years ago said something when they were young that was stupid. But it doesn't mean they need to resign from the Senate. And this is the same thing. It is the woke sports establishment holding up a mirror and going,

• 11:37Speaker 01

  this is awful that this woman revealed that she actually appreciates what this guy did. Well, I don't get what's wrong with this.

• 11:44Speaker 05

  I don't consider myself woke, John, at all. What I consider myself is someone who understands the value of time. And that was a waste of time for everyone there who's doing their job. And there's a limited amount of time that they have to do it. And it's just the wrong venue. You can appreciate the sentiment, but understand the incorrect nature of the timing. And that's all that my point was, is that I don't want anybody's time wasted. My head coach or any members of the media, that is not the place. When I would sit in the press box, Sean, I did not cheer for my team because I know in press boxes, you don't cheer, it's unprofessional. It doesn't mean I wasn't cheering inside.

• 12:26Speaker 05

  She could have thought those thoughts in her own head, but you don't waste time.

• 12:30Speaker 01

  Okay, I mean, you understand the dynamic of that situation better than I do. On the other hand, I'm assuming that woman has been to 500 of those? Maybe.

• 12:40Speaker 05

  Okay, that's a lot, but maybe.

• 12:42Speaker 01

  400, 300, so she doesn't get one chance to say a little something and the time is so tough. All these people are, it's so amazing.

• 12:51Speaker 05

  I'm not calling for her to be fired, John. That's not what I said. I merely asked whether it was a season ticket holder event.

• 12:58Pablo Torre?

  Well, listen, I wanna, I wanna, I wanna interject myself into this conversation before somehow David Samson becomes the wokest person on this show, which would be a startling turn of events. Um, I wanna actually shed all of that language because the thing that I am seeing here, just as the journalist guy on Sporting Class, is just the vocabulary problem. Like, I think what I was intuitively feeling when I saw that tweet, which I did not respond to or repost or anything, because I immediately had the, whatever, the, the low bar of foresight to say, wow, that's not a character I wanna be on the other side of as like the critic pointing out the nice, older woman is like violating, uh, my professional standards.

• 13:42Pablo Torre?

  What I was reacting to was just the question of who gets to be called a reporter. And I think that the word reporter versus the word journalist versus the word podcaster or interviewer, we're so bad at defining what these words mean, right? Because Bill Simmons, by the way, absolutely changed the whole business and changed the norms around it. And I personally am in favor of just disclosing bias transparently while being respectful of the work that the other people in any given, uh, workroom, work setting are trying to do to the concern of time that David is pointing out. But at the same time, all that journalists really have is the vocabulary of being called a journalist, right?

• 14:25Pablo Torre?

  And so the question of like, who gets to define that term, who gets to claim that term, what does it really mean? What it should be defined as briefly, in my view, is somebody who is tortured by an attempt to get the story right, meaning you're trying to get to the truth, even if the thing you're covering does not want you to find out about it. And that means that your real interest that you're serving is not the fandom, or the team, or yourself, but the public interest. Really, what it means is a degree of difficulty you've imposed upon yourself. And so, all you gotta show for it, John, all you have to show for it at the end is the ability to say, "I'm one of those people." And so, the existentialism of losing that term, on top of the actual injury to that

• 15:07Pablo Torre?

  insult, right, of, "No one's funding this anymore, no one appreciates, no one understands it." It did become a proxy fight for the larger concept of, "What does it mean to be a free press?" Which is unfortunate, because this lady seems completely lovely.

• 15:21Speaker 01

  You have to ask yourself whether you're doing more net good, or more net bad. You decided weighing in would be more net bad, right?

• 15:29Pablo Torre?

  Correct.

• 15:30Speaker 01

  The public, and was part of what you want to do there, which is noble, well said by you, but you do deal with the fans and the public, and the fans and the public are gonna be on the side of this woman. So criticizing her, making this a big deal, is nothing different than what we're seeing in the backlash to DEI and in this country, which is, you guys are overwrought about something that we don't care about. And trust me, 99% of people watching that don't care about the definition of a reporter. And, and by the way, you can't make it precise, right? I don't actually, I'm not familiar with her work, I don't know what she does, I don't know whether enterprise, you can't do that. You could not do that, right?

• 16:13Speaker 01

  Because you would lose credibility when you investigate Steve Ballmer, or Bill Belichick. And, and you have to be able to say, "Nope, far as, far as anybody here can see, I don't have any rooting loyalties, I'm not pulling for anybody, I am pulling for truth, and that's my job, I agree with that." I don't know what her, she's a beat reporter, which by, you know, is a, is an adjective which by itself confines to some extent what she does. I doubt she's doing 6,000-word enterprise journalism pieces for her newspaper.

• 16:47Pablo Torre?

  And Pablo, you actually...

• 16:51Speaker 05

  Often, you'll get on social media when people accuse you of being too far pro-Democrat. You will actually correct people by explaining that you go after Democrats and you talk about your aspiration story. You actually choose to respond to almost every one of the people, whether they're bots or they have 10 followers, when they impugn your neutrality or your credibility.

• 17:17Pablo Torre?

  It's just, I think, relevant to the conversation to point out that lots of people do different jobs. There should be a Bill Simmons, there should be a Lynn Jones, there should be a David Aldridge, there should be a Pablo Torre, hopefully. And the question that I want any consumer to ask is, what is the thing they're telling you they're doing and are they living up to it? As opposed to applying like a blanket purity test, because frankly, I don't expect anybody else to do what I do, and it's better for me that they don't even try at this point. I like the little niche that I'm in. What I don't like is that I decided to not weigh in on this and have been tricked effectively by a show that I host into talking about it and getting aggregated for reasons that I will almost immediately regret.

• 18:01Speaker 01

  I see nothing in what you said you should regret. And again, I didn't see any behavior from that woman. She just, she was human. And maybe she felt a little outreach was something positive and something good to be done. I didn't see much problem with that.

• 18:15Pablo Torre?

  All right.

• 18:16Speaker 01

  I got it, David. Your time is so valuable that you can't give up one question for a humane response to something.

• 18:32Pablo Torre?

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• 19:05Speaker 02

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• 20:46Pablo Torre?

  In an earlier statement, I mentioned the word proxy fight because I've been trying to get us to the actual story that you're here to talk about. Paramount, Skydance suing Warner Brothers Discovery.

• 20:57Pablo Torre?

  They're now seeking to force WBD to disclose financial details of its $83 billion deal with Netflix. You may recall Netflix being the winner of the Derby to get Warner Brothers and its assets. David, please define what proxy fight is, because I want to understand what kind of a fight we're talking about.

• 21:18Speaker 05

  What Paramount and Skydance are doing, and for purposes of brevity, just call them say Paramount, they are trying to get what they believe to be a lack of proper disclosure about what the deals are on the table for the shareholders. So what they're alleging is that what Warner Brothers did is they did not fully disclose in filings that you are legally obligated to do, the intricate details of Paramount's bid and Netflix's bid to give an opportunity to shareholders to decide which bid they prefer. Because at the end of the day, it's not like a privately held company. The shareholders can rule the day.

• 22:00Speaker 05

  So the lawsuit is about that specific little thing, which turns out it's a multi-billion dollar issue, but it's, hey, you got to be honest. Give the people all the info so they can make their own decision. That's what the lawsuit is. It's not saying, hey, we have sour grapes, you didn't accept our deal. It's not an injunction saying you must accept our deal. That is not at all what Paramount is doing. But wouldn't you just define it, David, as tactics to try to win? No, it's to make sure that the rules are fair. They certainly want to win. The tactic to win is to bid the most and to make sure that everyone who's casting a vote knows what the best bid is and what the highest bid is. And by the way, actions speak louder than words.

• 22:44Speaker 05

  Netflix, in a response to the lawsuit, which they're not being sued, they didn't call up Zasloff and say, hey, make sure you disclose more. They upped their bid. They changed the nature and characteristic of their bid, which to me is one of the great acknowledgements, that they knew that their bid actually was not the best for the shareholders. So, by the way, all of this is to the benefit of the WBD shareholders. Maybe.

• 23:16Speaker 05

  Are you a shareholder? Do you not want the most money for your shares? What does maybe mean?

• 23:20Speaker 01

  Oh, we'll definitely get into that. No, I don't want, if I'm a shareholder, I want them to sell to Netflix and not to Paramount.

• 23:27Speaker 05

  And, and what is your reason?

• 23:28Speaker 01

  Because putting, uh, more media under what is clearly a compliant, uh, organization for the, for President Trump is a bad idea for our country.

• 23:40Speaker 05

  I'm only laughing because you speak as though you're not a shareholder.

• 23:45Speaker 01

  I'm actually not a shareholder in this case, but, uh, uh, but I, I still would, I would still have that behavior. I am, I am hoping that Netflix wins this.

• 23:57Speaker 05

  Do you know you have a fiduciary duty? Let's say you were in charge of an institution, you were an institutional shareholder. The words you just said are a blatant violation of fiduciary duty.

• 24:06Speaker 01

  I don't think so. Is the fiduciary duty suggest that no matter what, you have to do only the thing that makes the most money? Even if it is unethical, if it is bad for the country, you don't, if bad culturally, bad socially, you think you have to take the most money. Is that legal? Is that a legal definition?

• 24:25Speaker 05

  Hold on, because yes, I was waiting for you to say illegal. Because if you share a duty, you cannot do something that's illegal.

• 24:33Speaker 01

  I know, I agree. Is that illegal to say, overall, this other deal is best for, is, is the best deal?

• 24:41Speaker 05

  You don't represent the country, you represent your shareholders and your investors. I, I, I appreciate what a good person you're trying to be, but it's incredibly misguided, not as who you are, John Skipper. It's misguided as someone who is representing investors or as a shareholder himself. And frankly, the argument ended the minute you said you don't own any shares.

• 25:00Speaker 01

  So if the Chinese government wanted to buy the company and pay more cash, they would be legally obligated to take that?

• 25:08Speaker 05

  If it is a bona fide offer that is legally able to be accepted by the company, then you are obligated to take it. Should you choose, by the way? That's assuming you choose to sell. There's people who make offers all the time for assets and the holders of the assets decide they don't want to sell the asset, even if some people think, wow, that's an amazing price. You are not obligated to sell an asset as a fiduciary.

• 25:33Speaker 01

  I understand that. But if everything is equal and somebody offers a dollar more, legally you have to take that.

• 25:40Speaker 05

  If everything is equal, you have to take the dollar more.

• 25:43Speaker 01

  Legally, legal, not duty. Forget duty. Duty may be different than legal. I feel now like Mark Kelly in Pea Headset, right? It's, uh, do you have to violate your personal beliefs, what you might consider unethical in order to get the extra dollar?

• 26:01Speaker 05

  John, you're framing it in a way to make me out to be this sort of robotic capitalist. And I know that's your favorite caricature of me. But I'm talking about the reality of when you're examining deals. This is not the Chinese or the Russians. This is Netflix and Skydance. It's really not anything other than two bona fide purchasers. And you do have the obligation to make sure that you choose the best and highest bid. And especially when you say everything else being equal, you're damn right you take the extra dollar.

• 26:36Pablo Torre?

  But this is, this is the question that I have, which is, I think, at the root of the disagreement, which is, how do you value things, right? So it's not merely a line item that says, oh, that's the number of dollars. It's ostensibly a longer term strategy that will transcend, by the way, if this administration ever, you know, accepts its term limit, will transcend President Donald Trump. And so the question then, David, when you're talking about what is equal, it speaks to what does the relevant party here in this proxy fight, the board? How do they think about this? Like, what calculations are they actually making?

• 27:20Speaker 05

  Pablo, when you were examining possible partnerships for Pablo Torre finds out, do you agree that what was in your head and without too much under the kimono, when you've got and you had several, as you should, it's such a great show that you do, several different bidders, when you're evaluating the bids, do you remember there's a time when you said, "Well, that bid," and whichever one, it doesn't matter, but that bid, that is, if they go to this number, then I have no choice. It's irresponsible not to accept that bid. Do you remember those conversations?

• 27:52Pablo Torre?

  I remember trying to figure out what would the threshold be beyond which I had to say yes because the money was so clearly the superior offer.

• 28:01Speaker 01

  You're in different territory. Pablo's not a public business. If he had been asked by the Koch Brothers, if the Koch Brothers would have paid you more money, would you have taken it, Pablo?

• 28:10Pablo Torre?

  I like to think that I would not have.

• 28:13Speaker 05

  Oh my God, that is such ridiculousness.

• 28:15Pablo Torre?

  Oh no, I wouldn't. Wait, hold on.

• 28:16Speaker 05

  They'd offered you five times.

• 28:18Pablo Torre?

  Let me say it more stridedly.

• 28:19Speaker 05

  Pablo, stop it.

• 28:20Pablo Torre?

  I would not. I would not. I wouldn't.

• 28:23Speaker 05

  David, it's not right.

• 28:25Speaker 01

  It's incomprehensible to you. That's a personal decision. That's not even shareholder.

• 28:29Speaker 05

  It's not a personal decision, John. It's your company money. If you were offered five times to do the show, have the freedom you have, so remember, everything's equal, which means you have the freedom, the editorial freedom, you can cover anything you want. Oh, by the way, it's five times the amount of money for you, your staff, and your budget. Oh, sorry, I don't like their politics.

• 28:51Speaker 01

  I will say, the implication of the Koch Brothers paying you that much more money is not that they're gonna let you do whatever you want to do.

• 28:59Speaker 05

  But that's different. John, I agree. If you're offered five times more money, but you have no editorial control and you're not allowed to do the show you want, you're not comparing apples to apples.

• 29:08Speaker 01

  I know it's incomprehensible to you, but I would take less money and be at the company I wanted to be at, as opposed to taking more money and being misaligned with my owners.

• 29:19Pablo Torre?

  Can I quote, okay? I want to quote the open letter that the CEO of Paramount, David Allison, son of Larry Allison, wrote. This was on Monday to WBD shareholders. Quote, "WBD has failed to include any disclosure about how it valued the global network's stub equity, how it valued the overall Netflix transaction, how the purchase price reduction for debt works in the Netflix transaction, or even what the basis is for its risk adjustment of our $30 per share, all cash offer." So that is what the Allison's are saying, which speaks to the question, actually, of like, so how much is any of this being evaluated at in real dollars? David, if you could explain the strategy there?

• 30:00Speaker 05

  Well, what he's pointing out is all the different ways that the Netflix offer may be even less than what it is purported to be, because we haven't mentioned yet on this episode, what Skydance is offering is to buy all of WBD. What Netflix is offering is to buy only one of the two companies that it's planning to be split into. And so when you look at what's left, meaning the WBD shareholders would have money from Netflix, and they still own an asset. And the question is, what is that asset worth? What's its value? Because then you take the Netflix offer, plus the value of what you still own, you

• 30:40Speaker 05

  add those two together, and see how that compares to someone who wants to buy the whole thing, which is Skydance. And so what Skydance is saying is, hey, what's the actual value of what you're keeping? How are you measuring that? You haven't told anyone.

• 30:56Speaker 01

  David, in a way, is Netflix obligated to say what they think they're not buying is worth? They're not, are they? Why would they have to say, we want to buy this, we don't want to buy this, here's what we'll pay for this? They're not obligated to say, and here's how we value this, but we're not buying.

• 31:12Speaker 05

  Not at all.

• 31:13Speaker 01

  Okay.

• 31:13Speaker 05

  John, they're not, so that letter, correct me if I'm wrong, Pablo, because I may have misunderstood, that's a letter sent to WBD shareholders?

• 31:20Speaker 01

  Correct.

• 31:21Speaker 05

  The obligation is on the WBD board and Zasloff to tell me what the value is. Netflix doesn't have to say a damn word.

• 31:28Speaker 01

  And you could, we've been talking about accepting the highest offer or not. We'll put that aside. You could also have a good discussion around what is best for the shareholders over the long run. Now, again, we may disagree. If I were a shareholder in WBD, I would want to be with Ted Sarandos and Netflix, which is clearly a power, clearly on the ascendant, clearly right in the middle of sort of new streaming media.

• 32:02Speaker 01

  Paramount is saying they will buy a bunch of old media. I'm not making a characterization that old necessarily means bad. But you could make the argument that as a shareholder, now I'm going to just make a dispassionate argument. As a shareholder, I want to be with the company that is going to grow my value more over time. And I would argue that Netflix has a more coherent, long-term play than Paramount does.

• 32:29Speaker 05

  Now we're talking, John, because that is a legitimate reason to vote for your shares to the Netflix deal, not the Skydance deal. But again, then the offers aren't equal. All what Skydance is suing for is, hey, disclose. Tell us exactly what's happening within the deals. And then if we decide that hitching our wagon to Netflix makes more sense, we will vote that way. If we decide we want more current day cash and we sort of are okay with the mid and long-term implications of such decision, we'll vote that way. Both of those results are legitimate.

• 33:05Speaker 01

  Right.

• 33:06Pablo Torre?

  But what's happening now, as we alluded to earlier, which is that Netflix is working on revised terms for his acquisition of WBD. And now they're, yeah, they're discussing the all cash offer for the studios, for the streaming businesses reportedly. That indicates that they acknowledge what specifically? That their offer is not as strong as Paramount's? Or that it's going to be a continued negotiation upwards, basically? And that none of this is actually done?

• 33:34Speaker 01

  Well, it clearly just, it's not philosophical for them. It is, is this muddying of the waters? And I'm not suggesting that's wrong, it may be a clearing of the waters. This effort to sort of get them to disclose, to get WBD to disclose things. Netflix is not going, oh, this is a good argument. We may be on the wrong. They're going, does this affect the probability that we're going to win this? And is it worth it to pay more money to make sure we win this? I think that's all it means. I don't think it's, it doesn't validate nor nonvalidate what Paramount has done. David, do you disagree with that?

• 34:10Speaker 05

  No, I think you're exactly right. What Netflix, it's very much the way you ran ESPN. They, you know, you want to bid a dollar more than is necessary than anyone else bids because you want to win. You've always said that to us during these shows. And you've got to be able to know in order to do it. And we talked last show about when you didn't know FIFA, you didn't win. So all Netflix wants is they'd love to know, what's the number here that we need to get to to get the vote? Because that's really what they care about. And then they'll decide if they've passed their choke point.

• 34:43Speaker 01

  Yeah, it was always paired with, for me, with a rejection of false precision. Right? Is it worth 83 billion? Then nobody knows. Would you pay 86 for it? And does it really make any difference in the long run? Whether you paid 3 billion more? It doesn't at this point, I don't think. And that, I was always puzzled by people who have false precision. These rights for 11 years are worth $100 million and not a penny more.

• 35:14Speaker 05

  I'm sorry, Pablo. Can I just distract you for one second on that? Because that is the most non-business thing you'll ever hear from anyone. The whole job that you have is to have precision. You may be wrong, but the only way, just go as low as when you're buying a car. Something like that. Hey, is this car worth 10,000 or is it 10,400? I'm not really positive, but I can look at the markers and I can make comparisons and I can sort of see. But you've got a choke point, whereas you don't have the financing. You can't afford to buy a car for 11,000.

• 35:50Speaker 01

  That's a different point. The point there is you have a budget and you need to live within it.

• 35:56Speaker 05

  But that's a company, John.

• 35:58Speaker 01

  I know. And I always lived within my expense budget. But I decided that the extra 3 billion for this is worth more than something else I was going to spend 3 billion on. That's just, that's just family budgeting. That is, we cannot afford to buy a $20,000 car. End of subject. It's no false precision. They can be very, very, very precise on your EBITDA and your expenses and your revenue. But you can decide that something, deciding that something is worth exactly a thing. You can decide what you can afford to pay. Deciding what it's worth is an abstract. It's abstract things like buying a house.

• 36:39Speaker 01

  You walk away from a house, not because it's not worth the $500,000 you don't want to pay. It's because you can't afford to buy it.

• 36:47Speaker 05

  I don't agree. I don't agree. People walk away all the time for things because it is not worth what the... It's when there's a difference between the bid and the ask. When the ask is absolutely more than what it is worth, you don't bid.

• 37:00Speaker 01

  Well, you're misunderstanding. My argument is overwhelmingly abstract and hypothetical. And that is,

• 37:09Speaker 01

  you have to, you also have to have a sort of instinctual feel for the binary of, if I buy it, what are the, what happens? And if I don't buy it, what happens? And some things are existential. You need to have it. This is a moment for Netflix to say, we're winning. Some other people are winning too, but we're winning. But gee, we don't have the share YouTube has, for instance. We want more share. We're gonna buy more share. We think this is a scale business. And, and gee, there's a range, clearly. If Paramount offers 200 billion, they will get it. But the question I was making is between 83 billion and 86 billion, which is not really, for a company, the market size of Netflix.

• 37:52Speaker 01

  It's not particularly, uh, it's not particularly meaningful.

• 37:56Speaker 05

  I'm not a fan of the slippery slope theory. Where, uh, that's really what John is talking about. Where if 83 to 86 is no big deal, why is 86 to 89? You have to have a point where it is 89 to 92.

• 38:09Pablo Torre?

  I, I like that David, David, I like that David is negotiating about negotiating. He is negotiating inside of an abstract conversation about negotiation. And I get where, by the way, this is why I love this show. It's because I actually have a follow-up question to all of this. Because I now more clearly understand why John was a delight to do business with and also a nightmare to bid against. Right? So that's what we're getting a sense of. Is that David's like, this mother is throwing around 3 billion like it's a rounding thing. And so John's perspective, I frankly, understand as a matter of opportunity costs, as a matter of like,

• 38:50Pablo Torre?

  what would happen to us if we didn't get this set of meteorites? But David, in practice, if you're gonna go the Samson route, as these letters are demanding, like, let's get precise accounting. How do you do that? How, what is, this is a larger question, right? About how to value anything? Like, how does the number get settled?

• 39:13Speaker 05

  You look at it, you get the books of a company, you interview the officers of the company, you understand exactly what the product is that the company sells, you understand what the audience is, you make projections. You have low case, base case, and upside case projections of what a company can do, what it can sell, what it can develop. And then you take a multiple of that, that is generally industry-defined. So it can be 5 times revenue, 10 times EBITDA, I don't give a what the number is. But you do what is on Wall Street, where there are people paid a lot of money to figure out what the value of a company is, and then what the choke point would be for their client who's trying to acquire, or their client who's trying to sell.

• 39:56Speaker 05

  And having John on the other side, the reason why it's a bon rev, it's like a dream come true, is because he's not, and I can't imagine that if Bob Iger is listening to this, I would assume he's smiling somewhere, you know, on vacation. But the difference of $3 billion with the value of rights or the value of an asset, that adds up. It's like when you do construction of your house, and you're over budget in your bathroom by a grand, who cares? It's a grand, but then all of a sudden, you get granded to death, and you realize you're out 100 grand.

• 40:29Speaker 01

  Well, that's what contractors do.

• 40:32Speaker 01

  The but it really comes down, David. It's not as much of a philosophical difference as a belief in the credibility of that analysis. Right? You know what's happening at Netflix. They're going, oh, we ran all the numbers. It's data in, data out. It's just, it's just, and, and somebody's going, you know what? I bet you that synergy, uh, income that we put in that we're going to get from having a larger share or we're going to be able to have relationships with writers and directors. That's probably worth, we had that in at 17%. Let's take that up to 18 and a half. That's all they do. And, and I'm not suggesting we did it every time. We always ran, okay, here's what we got.

• 41:17Speaker 01

  What's happens if the ratings go up 5%? What happens if they go down 10%? But all I'm suggesting is around the margins. I'm not suggesting, oh, we're going to go from 86 to 120. I'm suggesting around the margins. You're playing a game. I just chose not to play the game. They want to buy it. They know that Wall Street will like it. They'll accept it. Oh, who gets punished for doing a deal? That's a few billion dollars too much. Not very much.

• 41:44Speaker 05

  Shareholders get punished because it has a quashing impact on your share price.

• 41:48Speaker 01

  But again, you're assuming there is a precision that really cannot be calculated completely accurately. I do think the intangible benefits of acquisition. We paid what the CFO of the company, my company and the CFO of the Disney company, thought was an insane amount of money for ban. Right? Do you think those numbers?

• 42:11Pablo Torre?

  Baseball advance media.

• 42:13Speaker 01

  Yeah. If we, you, you know, that business, David, was, was what we paid ever a mathematical good deal?

• 42:21Speaker 05

  I wanted to vote against the transaction, but was told I couldn't.

• 42:24Speaker 01

  That's, that's, that's, but.

• 42:26Speaker 05

  Just FYI.

• 42:27Pablo Torre?

  But by the way. I've become my revenge on this in 20 years when I podcast about it.

• 42:32Speaker 01

  But with the numbers that you are familiar with. How could you have justified paying more? Because it was strategic rather than financial, correct?

• 42:42Speaker 05

  Because my blanket thought is that you were screwing us. Even if I couldn't possibly, and that was my argument.

• 42:50Speaker 01

  That's different. That's neither philosophical nor financial. That's personal. I know this guy.

• 42:55Speaker 05

  Was I right or wrong?

• 42:57Speaker 01

  You were wrong. We paid more money than you, because it was strategic for us. We paid more money than you could ever calculate on a piece of paper.

• 43:07Speaker 05

  Today, as you look back, was I right or wrong?

• 43:11Speaker 01

  You're wrong about my screwing you. I paid a over market value for a company which was worth more strategically and technologically in the Walt Disney Company than running it as a standalone business, which is what baseball is doing. We weren't gonna run it as a standalone business.

• 43:27Speaker 05

  God forbid you could admit one time. Just whatever.

• 43:31Speaker 01

  By the way, I will hand on the lie detector test, say, did you ever knowingly and deliberately screw somebody? The answer is no. I never did.

• 43:41Speaker 05

  It's not that black and white.

• 43:42Speaker 01

  That's what you just said.

• 43:43Speaker 05

  What I'm saying is you knew very well that owners wanted money for players. And that is how you got the votes.

• 43:51Speaker 01

  Exactly.

• 43:51Speaker 05

  The fact is, the asset was worth more, and it was going to be worth more, and we should have held it. That's the bottom line.

• 43:59Speaker 01

  What you're afraid of is I was smarter than your management.

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• 46:16Pablo Torre?

  I love when this happens, when I'm like, oh, right. This proxy fight story is a proxy fight for this other thing you guys were proxy fighting about.

• 46:23Speaker 01

  No, no, this is a proxy fight.

• 46:25Pablo Torre?

  No, excuse me.

• 46:25Speaker 01

  This is a proxy fight for the Sampson and Skipper, you know?

• 46:30Pablo Torre?

  That's right.

• 46:31Speaker 01

  He's, I'm, what's the Chinese? I'm Sun's son.

• 46:35Pablo Torre?

  Sun Tzu?

• 46:36Speaker 01

  The Art of War. I'm Sun Tzu and he's Klausowitz.

• 46:40Pablo Torre?

  That sounded...

• 46:41Speaker 01

  Who's a German military strategist.

• 46:43Pablo Torre?

  I'm going to just give some of those numbers, right? So this is, again, this is a larger story than just this headline, but Walt Disney Company to acquire majority ownership of BAMTech. This was August 8th, 2017. And it was, here we go. Disney will pay $1.58 billion to acquire an additional 42% stake in BAMTech, which was and remains an amazing story when you realize that Major League Baseball, despite being the stodgiest of all the sports, somehow had the most cutting-edge streaming technology before the streamers did. And in came John Skipper to say, "You guys want to pay your second baseman some money this year, right? Well, I got a deal for you."

• 47:27Speaker 01

  Yeah, he's right. We did divide what we were gonna pay by the number of teams and said, "There's gonna be enough teams who want that money and we're gonna buy it." And by the way, he's right. And by the way, an interesting guy, Bob Bowman, gets a lot of credit for that. Difficult, could be a difficult guy to deal with, but very bright. And he had a vision, which by the way, how helpful would it be to baseball right now, David, to have that technology as their regional networks collapse?

• 47:59Speaker 05

  Life-changing.

• 48:00Speaker 01

  Yeah.

• 48:01Speaker 05

  I want to bring you back to the vote, the original vote, which was one of my first meetings, and you'll be able to fact-check this, back in 2000 or 2001, when MLBAM was basically created. And I will never forget sitting in the owners' meeting and looking up at the names of the people who were gonna be on the board. And it was all old white people who didn't know at all about technology. And I didn't either, and I was a young white person. But I was not technologically proficient or understanding what the world... Remember, I'd run a newspaper business, for crying out loud, and didn't think the internet was a thing.

• 48:38Pablo Torre?

  You were delivering newspapers physically to Europe.

• 48:41Speaker 05

  Yes, that is literally how my career started. And so, I will only say that when BAM was created, what Bob Bowman was able to do, and what we let him do, was create this amazing asset. And we just didn't hold it long enough. And because we could've and we would've had power as an industry, that that was our best chance, and this was the argument I had. It was our best chance to catch the NFL, in terms of franchise valuation, was this. Was nothing to do with baseball, or media rights, or John Skipper, or any of that [BLEEP]. It all had to do with this entity that was created out of thin air.

• 49:22Speaker 05

  And had such value creation, can you imagine what it would be today? And that's the thing about selling an asset. Once you sell an asset, it's gone. And you have to be very careful about that.

• 49:34Pablo Torre?

  It's so funny to look back. The timeline, by the way, yeah. 2000, the year 2000. MLB clubs vote to unanimously consolidate internet rights. Create MLB AM as an equally shared and centrally operated entity. And I just love this fork in the road. MLB buys MLB.com, the domain name, from a Philadelphia-based law firm, Morgan Lewis and Bakias, which I like to think of a different world in which they refused to sell that.

• 50:03Speaker 05

  No, because now go back, Pablo, and Morgan Lewis. If you go back and look, and again, my memory, I'm old and decrepit. But I believe Rob Manfred, go back to his past, and I'll bet you a dollar that that was his law firm.

• 50:18Pablo Torre?

  Uh...

• 50:19Speaker 05

  You don't have to.

• 50:20Speaker 01

  No, wait, hold on. It would, it would make no difference if it was $2, so take $2 from him.

• 50:27Pablo Torre?

  To fact-check the less young white guy who said that Rob Manfred worked for Morgan Lewis. He did, in fact, work for Morgan Lewis on labor and employment law. Which is all, which is all to say that, of course, if you dig deeper into any business story, you find a bunch of guys who know each other.

• 50:47Speaker 05

  That's exactly right.

• 50:48Speaker 01

  That's true. Look, David, when the, um, there was a, there were a group of people, and Bowman was the one I knew the best, who believed that the advent of delivering games over digital, uh, over broadband internet would allow the leagues. It's the same time period that the MLB Network was started, uh, which by the way screwed ESPN. The MLB Network was, and the NFL Network and the NBA TV, they were invented with the idea, one, it's a, it's basically a, um, counter to ESPN getting too powerful. If they actually don't buy our rights and pay us enough money, we just put them on our own network.

• 51:31Speaker 01

  And then Bob actually had the vision to go, he told me one time, I said, Bob, I'm not doing this. He said, well, it won't matter because it won't be an ex rights deal. We're going to bring everything in-house and create a subscription service called MLB something, and people will get all the baseball they want directly from us. I remember specifically having conversations with Bob and Larry Murphy and the other Disney board members. They're like, could this really happen? And I said, no, this can't really happen because these are not corporations. They are aggregations, by the way, monopolistic aggregations of owners that will never go, we're going to do it, but it requires to do what Reed Hastings and

• 52:16Speaker 01

  Ted Sarandis did at Netflix, undergo years and years of people complaining, why aren't you performing better? Why aren't you making money now? Why isn't this good? And the owners would have had to say, yep, it's going to go down. We're going to have to lower our payrolls. We're going to make less money for some number of years, but then we'll control our destiny. We will not be paying a middle company to, to take our games. We'll take them all. We get all the ad money and we'll get the subscription money and we'll be in charge of our own destiny.

• 52:47Speaker 05

  And look where we are now, as the Washington Nationals have become the seventh team to go in-house at MLB. And there's a lot more coming. Once Main Street goes bankrupt because Dzone doesn't buy him and Fubo and nobody's buying that declining decrepit business. Right now, it is exactly happening what you're saying Bob said would happen, and it's happening today, literally today.

• 53:12Speaker 01

  But who is actually doing that?

• 53:15Speaker 05

  MLB has now a department within it where they are taking the rights fees. Now, they're doing it so they can pool everything and sell it again in 2029. But MLB Network and everything we were trying to do was to create, as you said, competition to be able to say no to ESPN, to have a viable place for our inventory that would be monetizable for the owners. But the biggest thing you said, and the biggest problem that every sport has, is owners do not have the right horizon. They want to win that particular season and sign that particular player. They do not understand what it would be to have a dip in payroll, a dip in earnings in order to capture upside.

• 53:59Speaker 05

  And you took advantage of that smartly, very smartly.

• 54:03Speaker 01

  It's still, it's a fun conversation to have. It still would require extraordinary execution on behalf, to get that done. And I'm not positive you would have ended up in a better place. You make a credible argument that that asset could have changed the trajectory of the league. But it's not certain. Bob was pretty good at executing, but leagues, leagues are good at governing. They're good at managing certain things. It's a hard thing to manage a, an organization that has that many, that has 32 board members, or 30 or 28 board members, who actually do show up to the board meetings, do argue with the executive.

• 54:46Speaker 01

  We were laughing before about what is the board saying at WBD? The board at WBD is mostly going, David, what do you think we should do? I've been in lots of board meetings. I don't know who has a board that really holds their feet to the fire. Europe, you have it much more than the United States. The United States, the governance of public companies is pretty woeful. And for the most part, they're controlled by the CEO until somebody gets unhappy with them and they run them out and hire another CEO who then stacks the board with their buddies and friends. It's just, so it would be hard to execute. It's not, you're right. Should they have kept that option open? They should have. They should have refused to sell the rest of it to us. Taking it a minority position, good idea.

• 55:31Speaker 01

  But selling the whole thing? Or they could also have done what we did with the Big Ten Network when they needed all of our footage from years and years at ABC. And we said, great, we will sell that to you. In fact, we'll give it to you in the next rights deal, but we get a perpetual license to use it. So Bam could have said, we get a perpetual friendly ability to use this. You can, you can manage the underlying technology of the company, but we get to use it forever at a below market license. Wouldn't that have been smart?

• 56:04Speaker 01

  It came up. All of this came up. You wave the big check around and say, we'll pay you this. And you have a negotiator as good and as tough as Kevin Mayer. You say, sorry, you can't do that. You cannot have your cake and eat it too.

• 56:19Pablo Torre?

  I'm just pointing out here that in the year 2000, while that was happening, Major League Baseball, planning for the future, investing in the future, only for that future to be bought by John Skipper and the Walt Disney Company. September 2000 was when Netflix's founders offered to sell the company to Blockbuster for $50 million. And Blockbuster thought the offer was a joke and declined. So it could be worse, is what I'm saying. It could always be worse.

• 56:45Speaker 01

  Well, it could, but once again, who's to say that Blockbuster would have actually bought the company and executed as well as the Netflix guys did? That's a pretty high bar. And I don't see many companies operating at that level of efficiency, innovation and intellect. And I'm not sure Blockbuster, I don't know who ran Blockbuster, but my guess is... It was Heisinga.

• 57:08Pablo Torre?

  It was Wayne Heisinga?

• 57:09Speaker 05

  Former owner of the Marlins.

• 57:11Speaker 01

  Exactly. So I rest my case. Do you believe, David, if Wayne Heisinga would have bought Netflix for 50 million, we would be looking at a double-sized behemoth at this point?

• 57:24Pablo Torre?

  Yeah. In the words of an institution that my generation needs to respect more, Blockbuster Video, John Skipper, David Samson, thank you for being kind and for rewinding, as always, on the Sporting Class.

• 57:40Speaker 01

  Thank you, Pablo. See you later.

• 57:53Pablo Torre?

  Pablo Torre Finds Out is produced by Walter Avaroma, Maxwell Carney, Ryan Cortez, Juan Galindo, Patrick Kim, Neely Lohman, Rob McCray, Matt Sullivan, Claire Taylor, and Chris Tumanello. Our studio engineering by RG Systems. Sound design by Andrew Bersick and NGW Post. Theme song, as always, by John Bravo. And we will talk to you next time.

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