Bad Vibes Over a Music Deal
Dick Snyder says he doesn’t need the money, and it’s tempting to take him at his word. After all, to get to his home office, you must first walk up a spiral staircase and then down a hallway lined with floor-to-ceiling bookcases that hold, among many others, first editions of Joseph Heller’s Catch-22 and Woodward and Bernstein’s All the President’s Men. The office itself, on the second floor of his 8,000-square-foot townhouse on Manhattan’s Upper East Side, is furnished with English antiques.
What Snyder does need, he says, is for a wrong to be made right, and the reparation he seeks is $100 million from a man he once considered a friend, Edgar Bronfman Jr. Both men are legendary—notorious, actually—in their fields: Snyder in the book trade, Bronfman in music. Both have dealt in fortunes. Snyder has made (and lost) them for his investors; Bronfman has made (and squandered) a few of his own. And both are known for their outsize egos. Hardball, not always played cunningly, is their game. They’re playing it again, this time over what Snyder says is a handshake agreement gone bad.
In April, Snyder filed a lawsuit against Bronfman in the State of New York Supreme Court. Over the past two hours, he has systematically laid out the thinking behind it. For someone who was known as Dick “Nice Guys Finish Last” Snyder during his days at Simon & Schuster, the publishing giant he built, he seems calm, almost philosophical. Still fit at 74 years old, Snyder gives the impression that he could still get up for a fight, though the only unnerving thing about him is the baritone of his speech, something a longtime friend once described as “the deepest register I have ever heard in a white man’s voice.”
The gist of his court case is this: A partnership of two and a half years conceived on a beach on the Caribbean island of Anguilla culminated in Bronfman’s grabbing control of Warner Music Group and installing himself as C.E.O. Yet for all his labors, Snyder says, he received a kick in the pants. It’s quite the story, redolent with corporate intrigue: a top-secret merger meeting in Westchester County, New York; a deal spoiled by an inept double cross; board members leaking company strategies; an emptied office; and a stolen computer. It also happens to be a story that Edgar Bronfman Jr. says is patently untrue.
What is true is that the purchase and subsequent initial public offering of Warner Music made its original investors (including both Bronfman and Snyder) a lot of money in a short period of time. So the deal might have brought redemption for both. Bronfman went after Warner Music to exorcise a career tinged with failure. But he is accused of denying a similar opportunity to Snyder, who could have used a little good news of his own after some tough sledding in the wake of his ouster from Simon & Schuster. The complicating factor: Some think the Warner Music deal may prove to be a mistake, that Bronfman actually took an inexorably deteriorating asset off Time Warner’s hands. In that light, this court case offers the added attraction of two largely unsympathetic characters fighting over credit for an iffy deal—two men, whose specialty is spectacle, making a spectacle of themselves.
Lawsuits happen every day, and even one for a $100 million—a number Dick Snyder’s people are happy to explain—isn’t that unusual in these litigious times. What’s interesting in this case is just who is suing whom.
An heir to the Seagram liquor fortune, Bronfman skipped college in order to pursue his aspiration to be a songwriter and producer for stage and screen. No mean success at either, he was soon occupying the corner office at Seagram. Bronfman put his stamp on the company with alarming speed: He sold a huge Seagram stake in DuPont and then spent $16.1 billion to buy both MCA (the parent of Univer-sal Studios) and PolyGram. He then sold the whole shebang to French utility company Vivendi for $34 billion and a promise from Vivendi chief Jean-Marie Messier that the two would run the firm as co-moguls.
Messier then proceeded to freeze out Bronfman and run the company into the ground. The entire debacle is estimated to have cost the Bronfman family close to $4 billion, and as a result, Bronfman, now 52, became the whipping boy of the financial press. Even after the successful purchase of Warner Music in 2003, he has never quite shaken the reputation of being someone born on third base who never made it home.
Bronfman’s critics say the only reason anybody still listens to him is that despite the lost billions, there are billions more where that came from. “When he bought PolyGram, he spent tens of millions hiring the Boston Consulting Group,” says a former employee. “It was funny: In meetings, everyone would look at him, and he’d say stuff like, ‘We’re not a record company. We’re a music company.’ And all the consultants would sit there and nod in agreement.”
Across the aisle is Dick Snyder, who ran Simon & Schuster from 1975 to 1994. In the process of turning S&S from a $40 million publishing backwater into a $2 billion powerhouse, Snyder earned a reputation for tyranny. One oft-repeated story, which Snyder denies, is that he fired underlings for having the temerity to ride in the same elevator as he did. After being summarily fired himself by Sumner Redstone when Viacom bought S&S in 1994, Snyder went on to an ignominious second act, failing in an attempt to save the floundering Golden Books and losing the friendship of longtime pal (and Golden Books investor) Barry Diller in the process. And then Snyder pretty much fell out of public view.
A framed photo from the time Ronald Reagan visited him sits on a table in his office, and its presence sends a twofold message. Snyder, who brought Woodward and Bernstein to S&S, certainly did sit atop the publishing world in his day. But as Bronfman’s supporters are quick to point out, he hasn’t had a significant business success since his S&S reign ended. If he thinks he’ll achieve one by pretending to have been Bronfman’s most trusted adviser, they say, he’s got another thing coming.
Snyder’s complaint reads like a novel. It even starts in an exotic locale, with the two men meeting over the 2001 to 2002 winter holidays in Anguilla, just a few weeks after Bronfman stepped down from his role as executive vice chairman of Vivendi. Snyder says Bronfman asked him to be his consigliere—to work with him and help him find a deal he could use as a platform on which to build a new multibillion-dollar business. He says the two shook hands, agreeing that Bronfman would give Snyder “fair and equitable” payment. An amended version of Snyder’s lawsuit goes so far as to say the two entered into a “for-profit joint venture,” in which profits would be shared.
Bronfman’s attorney, Orin Snyder (no relation to Dick Snyder) of Gibson Dunn & Crutcher, laughs at the suggestion that Bronfman, a man with easy access to top business advisers, would agree to such an open-ended arrangement with a man he’d only just met. “This is like saying that after their very first date, they agreed to get married—without the ability to get divorced,” he says. “Edgar has never operated that way. And that’s why there’s no contract.”
In any event, the two seem to have agreed to go on a few more dates. Bronfman had a suite of offices at Lever House, at 390 Park Avenue. Snyder moved in and, after buying his own computer, was given an email account on the company network of Lexa Partners, a private entity controlled by Bronfman. Bronfman’s brother-in-law had an office in the suite, along with Bronfman pal Gary Fuhrman of GF Capital, an investment banking boutique with which Bronfman did business. As far as Snyder was concerned, he was now partners with Bronfman.
Bronfman’s camp has put out an entirely different story: that he was just being nice to the old guy, giving him an office so he could feel relevant again. The media had mercilessly abused Snyder for the Golden Books failure, an experience to which Bronfman could relate. “Edgar knew that Dick Snyder was at loose ends and needed a place to hang his hat,” says Orin Snyder. “He generously offered him an office in his suite—no more, no less.”
But there’s no question that Dick Snyder was making calls and taking meetings with Bronfman for some time before—and after—the Warner deal was inked, in November 2003. In 2002, for example, they almost teamed up with the private equity colossus Blackstone to take control of Columbia House, the direct marketer of music and videos jointly owned by Sony and Time Warner, a near miss Snyder describes in detail in his complaint.
Snyder had a pretty good connection at Columbia House: Chairman and C.E.O. Scott Flanders had been an employee of Snyder’s at Simon & Schuster. After being alerted to the impending sale of Columbia House, Snyder asked Flanders if he was comfortable with his bringing Bronfman into a potential deal. Flanders said yes, and Snyder says terms were hammered out. For a $25 million investment, Snyder and Bronfman together would control 20 percent of the company (Blackstone would own the rest), and each would receive board seats.
Then, Snyder alleges, Bronfman made a power play, deciding he would team with Goldman Sachs rather than Blackstone to try to take outright control of the firm and appoint himself chairman. But he miscalculated: In May 2002, Blackstone submitted the winning bid for Columbia House, and neither Snyder nor Bronfman had a part in the deal. (Bronfman’s camp doesn’t deny that he engaged in discussions about Columbia House but says Snyder’s version of events is highly distorted.)
Snyder knows he can hardly ask to be compensated for a transaction his own lawyers refer to as “the deal that got away.” Instead, his success at trial will probably hinge on the court’s view of the nature of his role in the $2.6 billion Warner Music purchase by Bronfman and a consortium of private equity investors. Though a number of participants in the deal say they didn’t have any interaction with Snyder during the transaction, he insists that not only was he crucial, but that it was his idea. “Dick’s problem in all this is that he’s kind of like Karl Rove, who’s always there but never there,” says a former colleague. Adds Orin Snyder: “Simply put, Dick Snyder did not work on the Warner Music Group transaction, and there was never an agreement to compensate him for anything.”
He’s not the only one of that opinion. “I don’t think we ever saw Dick Snyder during the process,” says a senior member of the private equity group. “And the notion that he gave Edgar the idea is garbage, because we were the ones who brought Edgar into the deal.” The consortium, he goes on to say, had been in discussions with Time Warner point man Rob Marcus about a number of possible deals, discussions Dick Snyder had no part in. Another person close to the proceedings has a similar take: “The folks at some of the financial sponsors were well aware of Dick’s reputation and said there’s no way that he’s getting near this deal.” Completing the trifecta, Snyder says in his lawsuit that Gary Fuhrman told him in 2005 that if he did sue, Fuhrman would testify that Snyder had nothing to do with the due diligence or the closing of the deal. Game, set, match.
Or perhaps not. When confronted with these assertions, Snyder is unperturbed. “I had nothing to do with those guys,” he says of the private equity group. “I never said I did. My deal was with Edgar.” Snyder’s version of events: In the summer of 2003, when all the world thought that a merger that had been announced between Warner Music and rival B.M.G. was a fait accompli, Snyder heard from sources on both sides of the deal that negotiations were falling apart. “No one knew what I knew,” he says. “Edgar didn’t say, ‘Let’s go buy Warner.’ Warner was sold. Merged. Edgar didn’t know it wasn’t. I did. And I knew it was a doable deal.”
In Snyder’s version, his intelligence came from the very top. In late August 2003, he had a conversation with his friend Peter Koepke, a onetime Warner Music executive. Koepke told Snyder he had learned something startling from his friend Roger Ames, then Warner Music C.E.O.: that Time Warner would probably pull the plug on the B.M.G. deal and instead seek an outright sale of the music division. “So I called Dick that same day,”Koepke recalls, “and said, ‘Why don’t you make an offer for Warner Music? It will be for sale, and nobody knows it yet. If you get moving, you’ll be in their doors doing due diligence for five days by the time other people know.’” Koepke says Snyder phoned him an hour later to say that the wheels were in motion: He’d informed Bronfman, who had already called Time Warner C.E.O. Dick Parsons and left a message for Ames. “All you’ve got to do is look at the phone records,” says Koepke.
Fuhrman claims that Snyder wasn’t involved in the minutiae of the deal, which Snyder doesn’t dispute. His value to Bronfman was in his connections and savvy, he says, not in his skills as a spreadsheet jockey. It was virtually impossible for any potential investor to access Warner Music’s financial data without obtaining Parsons’ approval. But according to someone close to the negotiations, Warner Music C.F.O. Helen Murphy’s office provided the Bronfman team with numbers while other investors were left high and dry, and Snyder takes credit for making that happen. Says the insider, “I’m sure every private equity firm was talking to Rob Marcus every day. But that’s different from convincing Dick Parsons to let you see the financials.” (Through a spokesman, Parsons declined to talk about the matter.)
Whatever the truth, Snyder will surely find himself facing a battery of witnesses at trial who will insist that he had nothing whatsoever to do with the deal. “I was involved in nearly all aspects of the Warner Music Group transaction, and from everything I saw, Dick Snyder did not conceive of or play any meaningful role in the deal,” says investment banker Alan Mnuchin of AGM Partners.
On November 24, 2003, when it was announced that Bronfman’s group had beat out rival EMI to buy Warner Music, Snyder and his wife joined Bronfman’s Lever House contingent and their spouses for what he refers to as a victory dinner. “Edgar stood up and gave me a big hug,” says Snyder. “We were all saying, ‘We did it! We did it!’ And we did. The odds were unbelievable.” (Bronfman’s camp says this is another of Snyder’s exaggerations, and that while a dinner did take place, it was a last-minute decision to grab some chow, not a formal gathering.)
In the short term, Snyder says, he and Bronfman remained close. In January 2004, not two months after the deal, Snyder, Bronfman, and EMI chief Eric Nicoli held a secret meeting to discuss a possible linkup of Warner Music and EMI. The location was Linden Farm, Snyder’s Westchester retreat with a 14-room Normandy mansion on 75 acres. Though negotiations would fall apart a month later, Snyder points to the meeting’s location as further evidence of his partnership with Bronfman. When the deal collapsed, Bronfman forwarded an email from Nicoli to Snyder.
As the closing date for the Warner Music deal approached, however, signs that all was not well began to emerge. Two days before the March 1, 2004, closing, Snyder says he showed up at the Lever House offices to find boxes stacked in the hallways. When he asked Bronfman’s personal assistant what was going on, she replied that the team was moving to the Time Warner Building in Rockefeller Center. Assuming he would be going along for the ride, Snyder thought nothing of it until two days later, when he arrived to find Bronfman and his support staff gone. Several days after that, he was barred from Lever House. After gaining entrance with the help of GF Capital’s receptionist, he found his computer was missing. He wouldn’t recover it until June 2006, by which point he says many files and emails that support his claim had been deleted by Bronfman’s I.T. staff. (Bronfman’s people deny that anyone tampered with Snyder’s computer or files. They also say the fact that Snyder bought his own computer bolsters their position that he was a free agent and not a Bronfman partner.)
Still, nearly two months later, on April 29, 2004, Snyder and his wife were surprised to receive an invitation to a birthday party Bronfman was hosting for his wife, Clarissa, at the San Domenico restaurant on Central Park South. That evening, Snyder says, Bronfman asked him if he’d drop by the Warner offices the next day. Snyder says he agreed and showed up at 10:30 a.m. According to Snyder, Bronfman told him that he didn’t see a role for Snyder at Warner and then went on to explain that Snyder would be receiving no compensation whatsoever.
“Look, Dick, I would have made this deal with you or without you,” Snyder remembers Bronfman telling him. Snyder says he responded by saying that this didn’t matter, that Bronfman had done the deal with Snyder and Snyder was therefore due some reward. At which point, Snyder says, Bronfman, who is 6-foot-3, stood up over the 5-foot-8 Snyder and told him he should leave. “I just got up and left,” says Snyder. “No handshake. I don’t think I’ve ever seen him again.” (Bronfman’s spokesperson declined to comment.)
While Snyder concedes he was given the opportunity to get in on the deal itself—investing $1.3 million and earning a $2.1 million profit—he says that this should be viewed as a bonus for his work and not as his primary compensation. So, on April 9, 2007, nearly three years after he last saw Bronfman, Snyder’s complaint was hand-delivered to Bronfman’s home.
Snyder’s lawyers at DLA Piper have worked out the math of the lawsuit this way: Snyder, according to the complaint, is due 20 percent of any benefit Bronfman derived from their partnership. They estimate Bronfman’s take from the Warner deal—including special fees and the value of the Warner Music stock he received—to be in the neighborhood of $500 million. One-fifth of that works out to a cool $100 million. Bronfman’s camp says that amount is wildly exaggerated and irrelevant anyway, since there was no formal partnership.
Legal observers say it’s likely that a judge and not a jury will hear Snyder’s case. The legal issues are complex. With no written contract, Snyder’s lawyers, in six separate claims, are trying to establish proof of an oral joint venture and Bronfman’s breach thereof. They also allege that Bronfman unjustly enriched himself at Snyder’s expense.
The first sentence of Snyder’s complaint argues, “After overseeing the collapse of his family’s fortune—when his attempt to create a global media conglomerate resulted in a colossal business failure—Edgar Bronfman Jr. desperately sought redemption.” The rest of the complaint is just as vicious in stressing two distinct themes: Bronfman is entirely inept; Snyder is a master dealmaker. One attorney I spoke to isn’t so sure such assertions are a good thing. “It’s a little overwrought, a little too much of the ‘I’m a self-made man, and Edgar was born into riches,’ ” he says.
One tricky point: Will a judge view Snyder’s investment opportunity as compensation enough? Possibly. But the dealmaking game is rife with advisers of all stripes. Snyder’s team may well produce an expert witness who’ll suggest that, under industry practices, Snyder deserves more than just a chance to risk his capital. Others players who were tangentially involved in the deal were being paid for “advice.” Hollywood agent Jeff Kwatinetz, who had been sniffing around Warner Music himself, ended up advising one of Bronfman’s investment partners on the deal. His consolation prize? A multimillion-dollar advisory fee.
Bronfman declined to talk about the suit, but in a motion to dismiss filed in late June, his lawyers say Snyder’s complaint amounts to a “shameless attempt” to extract money and is of a class of “abusive litigation” barred by a New York antifraud law that prohibits plaintiffs, absent a contract, from claiming a finder’s fee for allegedly facilitating a business transaction. “The complaint is littered with dozens of inflammatory (and false) allegations . . . asserted in bad faith for the sole purpose of attempting to embarrass and humiliate Bronfman,” the motion continues.
If even one of Snyder’s claims makes it to the discovery phase—the point at which his lawyers can seek Bronfman’s documents and depose witnesses—things could get complicated.
Meanwhile, on a personal level, things are frosty in Manhattan. Though one of Snyder’s children is in the same class as one of Bronfman’s, these two families that once gathered at each other’s homes seem destined to be left exchanging icy looks at P.T.A. meetings.
In the end, even Snyder’s admirers wonder if the old warhorse has lost a step, largely because, if there was indeed a partnership, his failure to secure a written contract seems such a crucial miscalculation. Asked how he would respond to people who render a verdict of “idiot” because he did not put the alleged deal on paper, Snyder simply says, “I would agree with them.” But Koepke says Snyder shouldn’t be so hard on himself. “Of course, he understands that you only get what you negotiate. But you can’t really fault him for thinking, ‘It’s Edgar Bronfman. He’s not going to take the sandwich off my plate.’ ”




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