Will Paramount & Skydance Merge? + A Visit with Sam Bankman Fried in Prison — ft. William Cohan

William Cohan, New York Times bestselling author and founding partner of Puck, joins the show to break down the terms of Skydance’s offer to merge with Paramount. He explains one sticking point that may be holding up the deal, and offers his thoughts on who could benefit from this saga. He also shares what he learned from his visit with Sam Bankman Fried in prison. Further listening: Hear Ed’s full take on Britain’s culture and economy Order "The Algebra of Wealth," out now Subscribe to No Mercy / No Malice Follow the podcast across socials @profgpod: Instagram Threads X Reddit Follow Scott on Instagram Follow Ed on Instagram and X Learn more about your ad choices. Visit podcastchoices.com/adchoices

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

• 0:00Speaker 00

  When you need to build up your team to handle the growing chaos at work, use Indeed sponsored jobs. It gives your job post the boost it needs to be seen and helps reach people with the right skills, certifications and more. Spend less time searching and more time actually interviewing candidates who check all your boxes. Listeners of this show will get a $75 sponsored job credit at indeed.com/podcast. That's indeed.com/podcast. Terms and conditions apply. Need a hiring hero? This is a job for Indeed sponsored jobs.

• 0:29Scott Galloway?

  Today's number five. Rupert Murdoch just had his fifth wedding at 93 years of age. His wife was asked what it was like to have sex with Rupert and she said, it's like playing pool with a rope, Ed. Like playing pool with a rope.

• 0:53Scott Galloway?

  Welcome to Prop G Markets. Today, we're speaking with William Cohen about the Paramount Skydance merger and his visit with Sam Bankman-Fried in prison. But first, here with the news is Prop G media analyst, Ed Elson. Ed, what is the good word? Not much. I'm doing very well. How's it, how's it being back in London? I went to the UEFA final. I saw Dortmund lose to Real Madrid. No way. That's incredible. It was great. And we'll talk about this, but I didn't like it, but a few people came up to me and asked me about you and specifically a subject you brought up and we'll revisit that. But it was great. I took my two boys and a friend of theirs, Santi from Florida, my, my kind of older brother's close friend. It was fantastic. Game was great.

• 1:38Scott Galloway?

  Are you rooting for Dortmund or Real Madrid? Oh, totally Dortmund. You gotta think that Dortmund fans wanted it more. And I just love the fan base there. I think it's fantastic. I'm actually really excited. I'm going to Dortmund for the Euros. So I'm excited about that. But yeah, I'm excited. I really wanted Dortmund to win. They came close. They had a couple. Fantastic shots on goal, but it wasn't to be.

• 2:01Ed Elson?

  We just start a football podcast, maybe. I feel like we're talking football every pod now.

• 2:06Scott Galloway?

  Yeah, but we, we, we come at it. We seem like we know what we're talking about. As soon as people who understand football started listening, it'd be pretty, it'd be pretty clear that we are tourists.

• 2:14Ed Elson?

  Actually, that happened a few weeks ago. I, I, I had a take on, on a, I forgot what we were talking. I think we were talking about the new Club World Cup and I just got absolutely harassed by these football fans saying that I didn't know what I was talking about. So.

• 2:28Scott Galloway?

  It's unforgivable when a Brit doesn't know. With American, they kind of expect it. Oh my God, whatever. He's American. Of course he doesn't know what he's talking about. Get on to the headlines.

• 2:37Ed Elson?

  Let's do it.

• 2:40Speaker 03

  Now is the time to buy. I hope you have plenty of the wherewithal.

• 2:47Ed Elson?

  Shares of GameStop surged as much as 75% after Keith Gill, also known as Roaring Kitty, posted a picture of a portfolio that contained a $116 million position in the meme stock. Dell reported first quarter earnings that beat expectations with sales up 6%. Despite that, the stock fell 18%, its largest drop in six years due to concerns over its AI server business. And finally, Bill Ackman is preparing to take his investment firm, Pershing Square USA, public as soon as next year. He also sold a 10% stake in Pershing Square Capital Management at a $10.5 billion valuation earlier this week. Around half of the proceeds will be reinvested in Pershing Square USA at its IPO. Scott, your thoughts?

• 3:32Scott Galloway?

  So the GameStop thing is really, I, I mean, I love what Josh Brown said, that the sequel is never as good as the original. And the first time it was just a, it was a movement, right? Or a movement. It was pretty, it was the most interesting business story of that moment. And then a few weeks ago, when it happened, the stock popped, I forget it was, I think it doubled or even more. This time it was up 70%, now it's down, now it's up, I think about 30%. It just feels like the sequels are getting more and more tired, if you will.

• 4:00Ed Elson?

  Well, yeah, that's, I, I, let's just go over what he has, because I think it is kind of remarkable. I mean, according to the screenshot, he has 5 million GameStop shares. Which he bought for an average of $21 and right now it's trading at 30. And in addition, he has 120,000 call options that allow him to buy the stock at $20 per share. So if he exercises those options, he's going to add another 12 million shares to his position, which would make him the fourth largest shareholder in the company. And so if you total all that up as of Monday morning and assuming he exercises those options, his stake is worth $700 million. You know, last time we discussed this, after he had posted on Twitter and then GameStop ripped,

• 4:45Ed Elson?

  I posed a hypothetical to you where I said, you know, imagine if he had bought all of these call options before he posted on Twitter and started this rally and then he sold them. Your view was, you know, that's okay, it's within his rights, it's free speech. That situation no longer looks hypothetical. I mean, he did buy call options and if GameStop rises further, he could become a billionaire and he could dump the whole thing. So I'm just wondering if your view has changed now that we know that the hypothetical is actually true.

• 5:17Scott Galloway?

  No, it's, so he's got some quote unquote paper games right now, but here's the problem. I think if he lies, if he tries to give the indication, this is where we should have a legal expert, or he tries to head fake people into believing that he's buying when he's selling, he might raise the antennae of the SEC or prosecutor, we should get a securities lawyer on. But if he just says, I like this, I think it's undervalued, I think I can move it by virtue of the fact I've chosen to gone into it, you see stocks pop every time an activist says, I'm here, or indicate or have a filing indicating they're taking a position, the stock pops. The fact that this stock popped more doesn't mean he's guilty of anything. Now, if he makes several hundred million dollars, if this thing, you know, this thing is very volatile

• 5:59Scott Galloway?

  right now, and if he starts to sell that position, I'd be curious what percentage of total outstanding shares that position represents, he might have the same volatility on the way down. So yeah, on paper, he has gains, but no one's going to probably loan him money against those gains. This is incredibly volatile stock. I was looking at the options this morning. The stock was trading at 30 bucks. You could sell call options with a strike price of 35, expiring on Friday for five bucks, meaning that if it doesn't go up another 33% by Friday, you make money. And I'm not suggesting anyone write options. It's very risky. But this is, what's interesting is per Josh Brown's comments, it looks like every time this happens,

• 6:40Scott Galloway?

  the pop gets smaller and smaller and smaller. It'll be really interesting to see what happens when he finally liquidates to see if, you know, if he made money because he's going to have to rush out of the same crowded door that took the stock up.

• 6:54Ed Elson?

  Yep. Thoughts on Dell?

• 6:55Scott Galloway?

  I think this is so interesting. I think we have income inequality gone berserk in the markets and that is Nvidia shares have accounted for, get this, at 34% of the S and P 500's gains so far this year. Get one stock, one, it's the S and P one, one stock is responsible for a third of the gains. And what's happening is there's income inequality amongst the most fortunate. So SaaS companies trade at a multiple of six times revenues, which is huge. Consumer companies trade at point two to, you know, Ford probably trades at point one or point two times revenues. SaaS, software companies trade at six times. And even that is nothing compared to AI, which are trading at anywhere, you know, between kind of 10 and 20 times revenues

• 7:38Scott Galloway?

  to 150 times revenues for some of these private companies. What I think is happening is the kind of investors who are in Salesforce and Dell are saying, we're just piling into Nvidia. Because if Nvidia's stock is up, I think it added seven or three quarters of a trillion dollars just in May, that's not, that's got to be a lot of money coming in and so much money coming in. It's not new money into the market. That money is coming out of other shares. And I would imagine the kind of people that are going into Nvidia right now are probably the kind of people that might have been invested in Dell or Salesforce who are disappointed and want to ride this momentum.

• 8:12Ed Elson?

  I think the context here is that Dell is basically now considered an AI company. I mean, before this earnings report, Dell has been on a tear, up 90% year to date, up around 200% in the past 12 months. And the reason is because it now sells these servers that are designed specifically for AI. Now,

• 8:33Ed Elson?

  In this most recent quarter, that AI server shipment revenue doubled to $1.7 billion. So that's, you know, big growth. What's interesting, as you point out, is that number wasn't good enough for Wall Street. As you say, I think this is the same thing we saw last week with Salesforce, and that is investors, they're not looking for good growth or even great growth. They're looking for crazy astronomical growth. And I think they look at this report and they see, okay, you know, doubling in revenue. But then they look over at Nvidia's earnings from the same quarter and they see a 450% increase in the data center revenue. And then suddenly triple digit growth just feels a little underwhelming.

• 9:17Scott Galloway?

  My God, Jensen Huang is like Brad Pitt in high school. Everybody wants to hang out with Jensen. Everyone's like, hey, what are you doing this weekend?

• 9:23Ed Elson?

  Except for you, who doesn't know who he is.

• 9:25Scott Galloway?

  Oh, I know that story. He comes up, love your videos, great boss. I got a, I got a big line here. You want to take a pic? Sure. That was Jensen Huang. Who's Jensen Huang, the guy who owns Nvidia? Oh, really? Jensen, Jensen, come back. My good friend. My good friend. Yeah.

• 9:42Ed Elson?

  Thoughts on Bill Ackman and taking Pershing public?

• 9:47Scott Galloway?

  I don't like this stuff. I think it's better. My viewpoint is the only reason you would go to the public markets is that you think retail investors won't demand the same returns or won't have the same corporate governance as a sovereign wealth fund. Because if you're Bill Ackman, you should be able to raise all the capital you want in the private markets. So he sees an opportunity to, quite frankly, R. But I've been watching, I don't know if you've seen this, WME, William Morris Endeavor, went private, or was same private by Silver Lake. And I saw some of the numbers and the top two or three executives got, you know, just this ridiculous payday when the company went public and they're getting an even bigger payday taking it private. I feel like a lot of this is just these guys figuring out ways to come up with cloud cover for an extraordinary one time.

• 10:30Scott Galloway?

  Kind of ketamine hit like, wow, this is great. I can under the cover this up my ownership or what, what have you. But generally speaking, these, these funds or these publicly traded investment vehicles don't do well. What are your thoughts?

• 10:43Ed Elson?

  He's pretty famous now. He's been in the news for the past 12 months with his crusades against universities. Do you think maybe the fact that he's so famous and probably so famous among retail investors is playing into this at all?

• 10:56Scott Galloway?

  It might be. We're, we live in a attention, kind of attention capital or attention economy, where you just want to be known. And so this will be a mid-cap company that'll get a lot of attention. And a lot of people might say, oh, he's a brilliant investor. I'll buy some shares for my kid or I'll put some money in. And, you know, he might be just capitalizing on his brand equity. And I don't know if this, but this is true of everyone that's registered a little bit of success. So it's not a criticism of Bill. You generally hear from the people who just think you're fucking awesome, unless you're on social media. And I would imagine that a lot of people have said to him, including the bankers who want to take this public, your public profile is so positive that it'll trade up. People

• 11:38Scott Galloway?

  want an opportunity to invest alongside Bill Ackman. I would do this if I were him. The guy's already a billionaire. Why would he want to subject himself to the kind of full body cavity search that you have to subject yourself to on earnings calls with the SEC? And if the stock gets cut in half, it's one thing to call PIF or Ottawa Teachers Fund that you've made a bunch of money for and funds five, six and seven and say eight stocks. It's another thing when you start losing, you know, orphans and widows money and CNBC starts reporting on it. So I don't understand why personally he would do this.

• 12:08Ed Elson?

  Yeah. I mean, it feels like the main upside with him and for a lot of these guys is fame. I think they just love being in the news.

• 12:16Scott Galloway?

  He's been accused of being an attention monster and I don't think that's, I don't think that's not accurate. And, you know, a lot of us are like that. A lot of us.

• 12:22Ed Elson?

  Like who?

• 12:23Scott Galloway?

  Oh, like, like. The guy you owe your living to. So I'm at

• 12:29Ed Elson?

  You?

• 12:29Scott Galloway?

  I'm at the match. And all of these people kept coming up to me and saying, hey, how are you? Like, and anyone with a British accent, this happened to me three times, came up. And they were fascinated with what Ed Elson said last week on this pod about how you said that there is a dangerous zeitgeist in the UK of being accidentally successful. And I have gotten, I have received emails. I've gone to dinner parties here. And right after you said that, I saw Boris Johnson interviewed on the BBC or something talking about, and someone said, someone said, you know, Brexit has been a failure. And he's like, oh, rubbish. And then everyone laughed. And first off, he didn't offer any data. It's clearly been

• 13:11Scott Galloway?

  a fucking disaster. And the fact that he can't even admit that at that at this point shows that he has absolutely no integrity. And also, he looked like such a hot mess. He looked so ridiculously out of shape. And his hair was ridiculous. And he was so blotchy. And I'm being very luxus right now. But for God's sakes, you represent London and the United Kingdom. Get your shit together. And it was obvious that he has fully embraced. He's gone full accidental success. Like, it's clearly catered. You've touched a nerve, Ed. You've touched a nerve. This is what I call your first viral moment.

• 13:47Ed Elson?

  I'm glad I'm providing value. Yeah, no, I think that's exactly right. I think Boris is a really good example. I think another great example is this interview with Kwasi Kwarteng, where he's in conversation with Rory Stewart and Alistair Campbell. And he's talking about basically why nothing gets done in Parliament.

• 14:06Speaker 04

  Nobody actually talks about politics in Westminster.

• 14:08Ed Elson?

  That's terrible.

• 14:09Speaker 04

  They didn't talk about.

• 14:10Ed Elson?

  No, they talk about politics, but not policy.

• 14:12Speaker 04

  They talk about gossip. Yeah, you're right. You're right. They talk a bit about gossip, or they talk about very particular issues. But they don't talk about policy. No one, I've never had, really.

• 14:20Ed Elson?

  That's terrible.

• 14:21Speaker 04

  Why not?

• 14:22Ed Elson?

  I don't know. I think it's. Why not talk about policy all the time?

• 14:25Speaker 04

  But I think there's something, I think it's a very British thing where you don't want to be seen to be talking shop. I think it's a cultural thing, actually. So, you know, it's like, if you're bringing up some tax issue in the tea room, it's kind of bad manners.

• 14:39Ed Elson?

  And he is a flashing red example of what's wrong with politicians in the UK. And I mean, he was a massive failure and he just nails precisely what was wrong with Liz Truss's administration and what is wrong with him as a politician. We'll be right back with our conversation with William Cohen. Stay with us.

• 15:11Speaker 00

  When you need to build up your team to handle the growing chaos at work, use Indeed sponsored jobs. It gives your job post the boost it needs to be seen and helps reach people with the right skills, certifications and more. Spend less time searching and more time actually interviewing candidates who check all your boxes. Listeners of this show will get a $75 sponsored job credit at indeed.com/podcast. That's indeed.com/podcast. Terms and conditions apply. Need a hiring hero? This is a job for Indeed sponsored jobs.

• 15:45Ed Elson?

  Welcome back. Here's our conversation with William Cohen, New York Times bestselling author and founding partner of Puck. Bill, thank you for coming on and I just want to say I'm one of your biggest fans. So we're very excited to have you.

• 15:57Speaker 03

  Thank you. It's great to be here, Ed. Appreciate it.

• 16:02Ed Elson?

  Let's start with the big news in streaming today, which is that Paramount, the saga with Paramount Global is finally coming to an end. Paramount agreed to merge with Skydance Media this week pending approval from Shari Redstone. As we've discussed before, Paramount was previously in talks with Apollo as well as at one point Warner Brothers Discovery, but in the end they went with Skydance. Skydance is owned by David Ellison, who is the son of Larry Ellison, the billionaire founder of Oracle. If you've been listening to the podcast, you know the story. The deal is valued at $8 billion, but the terms of the deal are a little confusing to me. I mean, there's just, there's this injection of cash under the balance sheet.

• 16:46Ed Elson?

  They're buying out the non-voting shares, but Not all of them. It's all a little messy and I don't fully understand it. So could you just give a breakdown of what has happened here with Paramount? And what does this deal actually look like?

• 16:58Speaker 03

  Sure. I mean, I think the first thing to note, and you sort of said it relatively quickly, but it's really important, which is that while it may seem like this is a done deal, until Sherry Redstone blesses it, it's not a done deal. And it's one of the things about this deal is it's pretty creative as far as M and A deals go. If it does happen, Paramount Global will remain a publicly traded company. Along with that, there'll be a lot of new steps. There'll be obviously new ownership. The Redstone family will leave the picture. Sherry may roll over some of her stock,

• 17:41Speaker 03

  but that this combination of David Ellison, perhaps his father Larry, Redbird Capital, K K R will first buy Sherry Redstone's holding company, National Amusements, which controls 77% of the voting stock of Paramount Global, as well as around 10% of the economics. They'll probably pay her something around $2 billion for that stake, which is controversy number one, because on an economic basis, her stock is probably, even after stock traded up today, probably worth around $900 million.

• 18:24Speaker 03

  And so she'd be getting $2 billion for that, which other shareholders won't get that kind of premium. Then the next step is that Paramount Global buys David Ellison's Hollywood production company, Skydance, for stock. Then the next thing that happens is that the money guys, Redbird Capital, K K R, and by Larry Ellison, inject something like $3 to $4 billion into the company, some of which will be used to pay debt. Paramount Global's 12.2 billion of net debt and the rest will be used to, as you alluded to,

• 19:07Speaker 03

  buying up stock in the public market at $15 a share. But there's only a finite amount of that cash. So if everybody tenders when you know and wants to get out, get out of this thing, which I gather a lot of people do, then it'll be prorated and you know, you know, who, who knows what they'll ultimately get depending on how many people tender their shares into this offering. And that money, by the way, that's coming from Redbird and KKR and Larry Ellison will probably go in as some sort of convertible preferred. And then the final step is, of course, they wipe out the whole management team and bring in a whole new slate of people to run this thing.

• 19:51Ed Elson?

  You, you mentioned the idea of Sherry blessing it. Why would she not bless this deal?

• 19:56Speaker 03

  So Ed, what, what I'm, what I'm hearing now is that there's a pretty important potential sticking point. You know, Sherry probably is going to want, you know, legal cover here because as I said, she's getting a big premium for her stock, which, you know, in some extent is justified because she can convey control owning 77% of the voting stock. But, you know, her premium is like, what, you know, 2 billion on, on 9 billion. So that's 900 million. So that's what a 150% or some, some number like that. Whereas, you know, the public shareholders, it was trading at 12 on Friday.

• 20:36Speaker 03

  It's offered 15, you know, that's like a 25% premium. It's up to 13 now. So she's probably looking for legal cover. And the way she gets legal cover, so she's ensued and blows up the whole damn thing down the road in Delaware court. Is that she sort of demands that the majority of the minority investors, in other words, the non redstone holders of the various classes of stock here, vote to approve this deal, the majority of these minority shareholders. I'm told that that's what she is seeking, but I'm also hearing that

• 21:17Speaker 03

  if she insists on that, that'll be a deal breaker for Ellison, Redbird. And so we may be back to square zero sooner than we think here.

• 21:27Scott Galloway?

  You and I have been around the corporate governance game and investment banking for a while. This strikes me as just the quintessential example of why dual-class shareholder stocks are just a fucking mess. That, okay, it's one thing if she were to get 1.1 billion on our 900 million. It sucks to be a grown up, but I didn't know this until we just, you know, until you told us this a few minutes ago. She's demanding 122% premium on her super vote. I mean, it strikes me, I immediately started thinking, we should go raise money, buy a bunch of common and just raise hell. And say, okay, we're comfortable with a 20% premium, but we want 700 of that 1.1 billion to go to the common.

• 22:09Scott Galloway?

  I mean, this, it strikes me, this is a pretty good suit if the common bring a suit against the board. And Sherry, or just try and block the deal on the notion that, okay, let me get this. That 1.1 billion should be distributed equally to the shareholders. Maybe we'll give you a small premium here. I think the, I thought this was going to go through. And now after speaking to you for two or three minutes, I'm wondering if this thing gets, gets queered at the finish line.

• 22:35Speaker 03

  What my M and A legal friends tell me, Scott, is that, you know, caveat emptor in effect. That you knew that Sherry Redstone and the Redstone family controlled the voting shares of this company. When you bought, whether you bought the voting shares, like say a Mario Gabelli, who's owned them for a long time. Or just the non-voting shares, which a bunch of hedge funds now own, you knew that going in. So, you know, it's your own damn fault for buying into a company, the stock of a company where you knew that there was a controlling shareholder and that she could exercise her controlling shareholder rights and not even give you a reason for doing that.

• 23:20Speaker 03

  See, what Redbird and Ellison are counting on is that she's just going to say, okay, and that's going to be the end of it. There's not going to be like a proxy statement filed, there's not going to be a vote, there's going to be nothing. But if she insists on and demands.

• 23:37Speaker 03

  Or the special committee demands that there's this majority of the minority vote. Then, of course, that gives all these other players who are pissed a vote, they'll probably vote it down. So if that even gets demanded by Sherry as a, as a part of this deal, that could, you know, I think at that point Ellison and Redbird walk. So who knows, it's a very dicey leverage dynamic right now between these two sides after all this time. I think it's like, you know, fascinating, riveting from an M and A point of view, but I'm also told that, you know, by these, you know, M and A lawyers that if it goes, you know,

• 24:18Speaker 03

  into Delaware court situation, that Sherry's going to win because, you know, people just knew going in. It's like, you know, your friends, Scott, the Sulzbergers or the Murdochs or, you know, Google or any of these other situations or Meta where there's, you know, dual class stock, you knew that going in. And so most of the time it doesn't matter. But when it comes to important things like selling the company or change of control and votes and things like that, you know, it's Sherry's way. I mean, she's, she fired her CEO in the middle of this a month ago. Four board members left. I mean, she's just, I mean, she can just do whatever she wants and has been doing whatever she wants for years now. And this is just another example of her doing whatever she wants. We'll see

• 25:02Speaker 03

  what she does. But, you know, you don't really have much leverage as a non Redstone shareholder in this situation.

• 25:09Scott Galloway?

  If you follow that logic, then she could say the non-voting shares get a buck and I get 3 billion. There's got to be a breaking point at which a judge would say, this is not fair play or it's so onerous that, or, or is it that the non-voting shareholders just don't have to tender? And if a majority of them don't tender, the deal is off. Do they effectively have a voice?

• 25:31Speaker 03

  No, no, they, they don't. I mean, unless, unless there's a majority of the minority provision. You know, which we'll have to just sit here and wait and see what happens. The promise here, Scott, is that under this new management, this stock, which is now about $13 a share today and was 10, 9, 8, 12, you know, been floundering for years. You know, what Redburn and Ellison are promising is that this stock, you just hold on, everybody, and this is going to be a $30 to $40 stock. So you're going to be rewarded for your patience here.

• 26:07Scott Galloway?

  I want to put forward a thesis and you tell me if you agree. These are trophy assets. I think it would be really fun to go to these movie premieres, you know, try and reinvigorate, you know, MTV, whatever it is. Try and go to the opening of Yellowstone. I would love to own this company. And you have some really talented people, Jeff Zucker, Jeff Shell, who are looking for something to do. You have an excess of capital. You have the son of one of the wealthiest men in the world, who's, who's a smart guy, who's shown some success around movie production. It all adds up to an irrational deal that loses money to me. And when I look at every single media company,

• 26:52Scott Galloway?

  whether it's John Stankey or the guys at Verizon, or David Zaslove saying, I want to play Hollywood, and coming up with rational reasons why, oh, this thing can be consolidated, or I have a new vision for it. They find cheap capital, they go in, and nothing has worked. Nobody wants to acknowledge that they're pilots for Pan Am in the 70s. And while they might be banging stewardesses and people are really impressed by them, this thing is going away. The golden age is over. Why am I wrong here? What is the vision that's going to make this turn chicken shit into chicken salad here?

• 27:27Speaker 03

  So on the one hand, I mean, you know, CBS, you're old enough to remember, you know, it used to be called the Tiffany Network, you know, the home of Edward R. Murrow. I mean, you know, it still has 60 Minutes, which is, of course, a jewel.

• 27:42Scott Galloway?

  All in the Family, MASH, 60 Minutes. It was the network.

• 27:45Speaker 03

  Yeah.

• 27:46Scott Galloway?

  Ed, ask your parents.

• 27:48Speaker 03

  They'll tell you.

• 27:49Scott Galloway?

  But let me put it this way, is it that it's gotten so cheap that they might be able to make money here? Has the thing traded down to the point where maybe with a private equity-like mindset, we have to cut costs faster than the decline? Because I have gone into distressed assets and made money, but it's been, we have acknowledged we're no longer teenagers. We just need to make Nana and Pop Pop comfortable for as long as possible and cut costs faster than revenue declines. I don't get the sense that's the mentality here.

• 28:15Speaker 03

  I mean, look, Redbird Capital is private equity. KKR is private equity. David, and they own a big chunk of David Ellison's business, which has been very successful. So they know how to cut costs, and I think they will cut costs, but they don't want to be saying that now. They don't want to be upfront about that now. I think they're just trying to lay low and win this thing, get control of it, and then Jeff Shell is gonna, you know, go to town. And, you know, it's gonna be a rough ride, you know, under whichever ownership. And even if Sherry does nothing and tells these other two suitors to go away, which she still could do, it's gonna be a rough ride for CBS and those cable channels.

• 28:59Speaker 03

  Because, you know, with declining cash flows and declining revenues, as profitable as they are, you know, that just spells cost-cutting left and right. But, you know, as I, as I've written before, I think, you know, David Zaslove at Warner Brothers Discovery could be a beneficiary here. He's always wanted CBS. I could see, you know, no matter who buys this, that CBS could get sold to like a David Zaslove and combined with CNN. Whether that's good or not, I don't know. But he also would like Paramount Plus and all those subscribers. And I think we're in a period where there's gonna be a lot of dramatic change as derivative fallout from this transaction, if it ever occurs.

• 29:43Scott Galloway?

  We'll be right back.

• 29:57Speaker 00

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• 30:30Ed Elson?

  We're back with Prof G Markets. You spoke last month with Sam Bankman Fried, the disgraced crypto founder of FTX. You spoke with him in person or in prison, I should say. Could you tell us a little bit about what you learned from your conversation with him?

• 30:46Speaker 03

  I thought he would be, you know, in worse mental shape because, you know, he, he always seemed so fragile and scatterbrained and, you know, somewhere on the spectrum. And, you know, guys like that, you know, who were, were once really rich and still people think they're rich, whether they're rich or not. Those kinds of people do not, I would think, do particularly well in a prison setting. But he seemed to be sort of in a better frame of mind, better than I thought. He'd figured out a way to, you know, buy bags of rice and beans at the commissary and, you know, you know, trade though, you know, that became like, that's the kind of currency inside this place.

• 31:31Speaker 03

  And people come up to him and want them, want him to give them his bags of rice so that they can use them to buy other things. He's in a dormitory style setting with 35 other guys who either, most of whom are in like the witness protection program and others are like high profile, white collar criminals like, like Sam.

• 31:56Scott Galloway?

  What's your sense of the actual case itself, given that it looks like all the creditors are going to get all their money back? Do you think that he has a chance of anything being overturned or a reduction in the sentence? It strikes me that he could not have handled this any worse as a defendant. What do you think? Where do you think the case stands? And what do you think? How do you think this plays out? Does it change? Or is it just it is what it is and it's over?

• 32:21Speaker 03

  I mean, he sort of has a certain like Trump like characteristics as a defendant, you know?

• 32:26Scott Galloway?

  Yeah.

• 32:26Speaker 03

  I mean, Trump has said like in his, in the state attorney general case, you know, where he's accused of over inflating the value of his assets and that, you know, creditors were misold as a result of that. So, well, they all got their money back. There's no harm, no foul. And I think Sam is saying a little bit of that. Look, everybody's going to get their money back here, as I said they would. You know, it was a kind of momentary, it was like a period of time where the confluence of events, there was a run on the bank, you know, liquidity crunch. I was trying to solve the liquidity crunch. You know, you guys took the, Solomon Cromwell took the company from me, gave it to John Ray, he filed it for bankruptcy, and then I get arrested and, you know, I'm the bad guy here.

• 33:11Speaker 03

  And now, you know, things have turned out well, you know, you've talked about Anthropic a lot, Scott, you know, his investment in Anthropic has worked out. And it looks like, you know, the creditors are, are in fact going to do relatively well. Now, it's of course based on their, their claims as of the filing date, which was November, whatever it was, 2022. But, you know, I don't think that matters. I mean, that's just a nice consequence. I mean, you know.

• 33:43Scott Galloway?

  It was fraud.

• 33:44Speaker 03

  What's not clear to me, I mean, he was obviously convicted of a crime. He's been rewarded for that conviction with 25 years in prison. I still don't know for sure whether he actually knowingly, you know, stole this money, you know, and intentionally stole the $8 billion so that he could use it personally, or whether, you know, it was just like some sort of Sam being Sam.

• 34:14Scott Galloway?

  Just to play a little bit of legal economic history here. And we're, we're, we're dating ourselves out. So you can, you can take a break here, but why is John Corzine not in prison? I mean, wasn't what happened at MF Global exactly? So if I understand this correctly, it's not that people are getting or not getting their money back. It's just that when people put their money into a deposit account, thinking it's being invested in one thing, and you borrow it to use it in riskier investments, and you don't disclose that, that's fraud. And then when you try and cover it up, and you purposely don't have a board, and you purposely incorporate in the Bahamas, and then you go on a, an apology tour, or I'm not guilty tour, that just further and further sends you into a rabbit hole, and then everyone around you turns state's evidence on you,

• 34:58Scott Galloway?

  you just become the absolute defense attorney's nightmare. And it feels to me like Corzine did exactly the same thing. The former governor of New Jersey, people invested in deposit accounts, and then somehow it ended up in investor accounts. There was a run on the bank. I forget if it cost the government money, but he had smart lawyers and didn't go to prison. Do I have this wrong?

• 35:21Speaker 03

  No, and Sam and I actually talked about that during my visit with him. We talked about what's the difference between, I mean, if in fact, it was quote unquote, a run on the bank, such as the FTX exchange, obviously wasn't a bank, but you know, people wanted their money back when the rumors started, and they couldn't get it. I mean, is that any different than what happened at Bear Stearns, or Lehman, or Merrill? And none of those people were prosecuted. Why wasn't Jimmy Kane, or Dick Fuld prosecuted for, you know, running their banks over the cliff? Especially Dick Fuld, who after he saw what happened, you know, at Bear Stearns, you know, had six months to do something about it, and didn't do anything about it. And, you know, and, or Silicon Valley Bank, or

• 36:06Speaker 03

  Republic Bank, you know? Borrowing short and lending long is a very dangerous business. It always has been. People forget how dangerous it is. And but when it happens, we usually just say, or sometimes we say, oh, you know, you know, mistakes were made and and nobody's held accountable for it. I mean, Preet Bharara didn't hold anybody accountable for what happened on Wall Street in 2008. And along comes Sam. And again, I don't want to sound like a Sam apologist, but you know, we did talk about this. Along comes Sam, you know, in 2022, you know, the richest person in the world under 30 on the cover of Forbes and Fortune, and everybody wanted a piece of Sam.

• 36:50Speaker 03

  And then they, you know, build him up and then they tear him down. And he gets prosecuted. All of his direct reports get deals to turn on him. It just seemed like he was too delicious a defendant, again, not unlike Trump, too too delicious a defendant not to go after. And, you know, Sam was sort of left hanging out there by himself.

• 37:16Scott Galloway?

  There is a distinction, though, just briefly, my understanding, and tell me if this is correct, between MF Global and FTX and something like SVB. SVB, MF Global and FTX took in deposits from people who thought they were putting their money into an account, at which point they could instruct them to buy crypto. And then that asset they purchased would be in that account. And they thought they knew what was in that account. Whereas SVB took depositors account revenues or deposits and invested in long term treasuries, which then experienced a massive spike in interest rates. But that wasn't illegal. They were just caught in a classic bank run that says a lot about your access to phones, and no one lost any money covered by the FDIC.

• 37:58Scott Galloway?

  One is one is plain, you know, vanilla fraud. The other is poor investment, poor risk management, right? I mean, there is a distinction between the two, correct? I don't think anyone at SVB should go to jail, in my view.

• 38:09Speaker 03

  Well, we, I mean, obviously, no one from SVP is gonna go to jail. You know, and Sam is in jail and Ryan Salome, another FTX executive, just got sentenced to seven years, so he's going going to jail, too. But I would argue, Scott, that the CEO, and if there even was a chief risk officer at Silicon Valley Bank, should be prosecuted because how can you invest in treasuries?

• 38:37Speaker 03

  After 13 years of zero interest rates of quantitative easing, you have to have your head examined to invest in the bond market at that point in the cycle. You've got to believe, if you have any sense on your shoulder, and how many millions was that guy getting paid, to not realize that you are skating on extremely thin ice and that the quantitative easing was going to end, the zero interest rate policy was going to end. And if that were the case, you cannot have possibly invested in the bond market because those bonds are going to get trashed. And when that happens, you're going to need to, you know, everybody's going to find out about it. You're going to need to raise capital, you're going to need to sell some of that portfolio, which is what they did

• 39:21Speaker 03

  through Goldman Sachs. They got whatever, 70 cents on the dollar, then they couldn't raise more equity and then, you know, les justes ont fait, the game was over. So.

• 39:29Scott Galloway?

  I so rarely disagree with you. I think there's a difference between fraud and stupidity. It's not illegal to be stupid. The CEO of SVB was stupid. He should never work again. He should have all his money clawed back. But I don't think he thought knowingly he was taking deposits he wasn't supposed to and using them for things he wasn't allowed to do. Did he invest at the absolute top of the cycle? Idiotic, stupid, never working again? Yeah, but it's not illegal to be stupid. I do think there's a sharp distinction. But what I'd love to get from you, Bill, I'd love to get a little bit of a, I don't know, we'll call it a preview, but you're writing a book on Apollo, right?

• 40:12Speaker 03

  Yes.

• 40:12Scott Galloway?

  And my sense is there's a new set of players that are really dominant. Some have lost power, some have gained power. And you're writing about a player that has always been powerful and now, in my view, is just so good at what they do. Remember, we always used to say Goldman always ends up on top? I wonder, I don't feel like that's quite the way, you know, they've had some stumbles recently. Their forays into consumer banking, I don't think that's as true. If anyone was kind of the golden child right now, I would say it's probably Apollo. But I'm curious, what, give us your state of play of who you think has come up in power and who's lost currency in this market.

• 40:51Speaker 03

  Well, I think you're exactly right, Scott. I mean, one of the reasons I wanted to write this book, I mean, most of my other books are sort of like histories, whether it's Lazard or Bear, What Happened or Goldman, you know, looking sort of backward. One of the reasons I wanted to write this book is I, I would maybe in my Wayne, when my Wayne Gretzky phase of, of life, where I was trying to skate to where the puck is gonna be, you know, I feel like Apollo is skating to where the puck is gonna be and maybe even already has that puck and is so far ahead of others who are like trying to copy it. They are incredibly creative, incredibly scrappy, incredibly smart, and they've got

• 41:32Speaker 03

  this funding mechanism, which just provides them with billions and billions of, of capital that they have to pay up for, but at least, you know, it's reasonably priced and it's locked up capital for, for seven, you know, or more years. And, you know, they're dominating the private credit market, which is a huge new market. You know, their assets under management are growing by leaps and bounds. And, you know, he's made it a much more kind of user-friendly place, Mark has, than when it was sort of that hard-edged, sharp-elbowed, you know, pure private equity firm that, that it was for, for, you know, like the 20 years of its existence.

• 42:16Scott Galloway?

  Who's lost the most currency in your mind as a player?

• 42:19Speaker 03

  You know, I think it's kind of sad, but you know, you and I can both remember when, in the 90s, when Glass-Steagall Act came down and, you know, because Sandy Wael was trying to create Citigroup and Citigroup was the most powerful bank in the world. And now Citi is just a shadow of its former self and nobody can even be sure of what they're doing. They're kind of retrenching everywhere. I think, you know, Jane Fraser has probably done as good a job anybody could hope for with that, but that's, I think that's the saddest. I mean, given where Citigroup was in the end of the 90s and where it is today. But, you know, I think all of Wall Street.

• 43:00Scott Galloway?

  Credit Suisse, a lot of them, right?

• 43:02Speaker 03

  Yeah.

• 43:03Scott Galloway?

  There's so many fallen heroes.

• 43:05Speaker 03

  I mean, there's Jamie Dimon, of course, who's, you know, and I was at JB Morgan Chase before he came and I knew what a mess it was. It was a total mess after the Chase JB Morgan merger and all these other things they tried to do. And Jamie came along and really picked that place up by its bootstraps and made it the number one bank in the country, obviously. And he's, you know, King Jamie. So he's really come up in the world. But Wall Street generally, since the Dodd-Frank law, has been put in a box, intentionally so by the Fed. They can't take nearly, you know, they're in the, they're in the moving business. They gotta, and they're not in the storage business. They gotta move that stuff off their balance sheet. They gotta syndicate it. They gotta sell it off. They

• 43:49Speaker 03

  can't hold it. The Fed regulates all of Wall Street now. That never used to be the case. And basically, they said, we don't want Wall Street to be the cause of the next financial crisis. We know there's going to be another financial crisis. We just don't know when it's going to be, but we don't want Wall Street to be the cause of it. So therefore, Wall Street is just not quite as interesting as it used to be when you and I were there, Scott. It's just not, it's kind of a little boring. You know, you can still make a lot of money, especially since you're not putting up capital. But it's places like Apollo and Blackstone and, you know, various hedge funds that are much more interesting. And that's why, you know, they're kind of getting the best and the brightest now, all of whom used

• 44:31Speaker 03

  to be like, you know, Scott Galloway and go to Morgan Stanley or Bill Cohen and go to Lazard.

• 44:36Ed Elson?

  Just to wrap up here, Bill, we've been asking some of our guests to give their advice to the class of 2024, considering it's graduation season. You know, you've had a Very interesting career. You were an investigative reporter turned Wall Street banker, turned author. Do you have any career or life advice to give to any graduating seniors who might be listening right now?

• 44:58Speaker 03

  I'm not going to say follow your passion because I know Scott does not believe in that.

• 45:04Scott Galloway?

  He listens to the pod.

• 45:07Speaker 03

  I think you just sort of, here's what I really think. I think you get in the current. Even if you have to take a job that you don't really think you want, or doesn't suit everything you want, you get in that current and you get in that workforce and then opportunities will come, you know, when you least expect it and eventually you'll hopscotch around. We all know everybody's going to move around now. Nobody stays in their job at GE for 50 years anymore. Just get in that flow and things will happen. That's what happened to me. I went from covering Wake County public schools to financing leveraged buyouts. Only in America, right?

• 45:46Ed Elson?

  Bill Cohen is a New York Times bestselling author and a founding partner of Puck. Bill, thank you so much for joining us.

• 45:53Speaker 03

  Thank you, guys. Always great to see you.

• 45:54Scott Galloway?

  Love William Cohen. Going to see him in Nantucket with that hair. If I had that hair, I'd be the junior senator from Pennsylvania. Life is not fair.

• 46:04Speaker 03

  You'd be great for that.

• 46:05Scott Galloway?

  Right.

• 46:06Speaker 03

  All right. Take care, guys.

• 46:07Scott Galloway?

  Take care.

• 46:17Ed Elson?

  Algebra of wealth. Scott, you mentioned in our conversation with Bill that Paramount, because it's a media company, sounds like a sexy investment. At the same time, it also looks distressed right now. It seems like two of your tenants of investing are battling each other here. On the one hand, you often say boring is sexy, steer clear of the sexy stuff, get into the boring stuff. On the other hand, you also say run into the fire. And some of your best investments have been in distressed assets. How do you think about balancing your own advice when it comes to an investment like Paramount?

• 46:51Scott Galloway?

  Yeah, look, investing in sexy stuff, that's just consumption. There's nothing wrong with it, but just realize your returns will probably be lower. I'm investing in Yahoo after it was one of the least sexy things on the planet. I mean, Yahoo's, you know, Yahoo was at one point considered one of the, you know, Yahoo was the meta of its day in the 90s, but it has been kind of left for dead, had probably one of the worst tech CEOs in recent memory, Marissa Mayer, take it down dramatically. So a couple of the things I'm looking at right now are really, really out of favor. I still hold it at that strategy that your return on your invested capital, both your financial and your human capital is inversely correlated to how sexy the business is.

• 47:33Ed Elson?

  This episode was produced by Claire Miller and engineered by Benjamin Spencer. Our associate producer is Alison Weiss. Our executive producers are Jason Stavas and Catherine Dillon. Mia Silverio is our research lead and Drew Burrows is our technical director. Thank you for listening to Prop G Markets from the Vox Media Podcast Network. We'll be back with a fresh take on markets on Monday. Lifetime.

• 48:02Ed Elson?

  You held me in kind.

• 48:09Speaker 05

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• 48:19Speaker 05

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• 48:31Speaker 05

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• 48:47Speaker 05

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• 48:55Speaker 05

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