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Sep 16 2008 11:53AM EDT

M&A Outlook: Zucker, Rattner, Karmazin Weigh In

Three out of three moguls agree: The implosion of Wall Street is going to be not so good for anyone hoping to get a big media deal done.

NBC Universal's Jeff Zucker, Sirius Satellite Radio's Mel Karmazin and Quadrangle's Steven Rattner were the panelists at a breakfast discussion this morning hosted by Portfolio, and while they differed on subjects ranging from whether we're in an ad recession already to whether Barry Diller should have broken up his company, they all sounded similar notes on the morning's chief topic, the outlook for mergers and acquisitions.

"It's been an incredibly slow year for media M&A landscape and I think what's happened in the last few days is simply going to exacerbate that," said Rattner. "Big deals today are not going to happen. They're simply not going to happen."

"I think what's going to happen is sellers' expectations are going to have to go down," said Karmazin. "Banks will be willing to lend, but lend very conservatively, and there will be people out there in equity who are interested in buying, but not buying at the kind of multiples that the sellers are expecting."

Zucker found a silver lining. "The deals that don't get done probably shouldn't get done, you know?" he said. "Maybe there's some rationality that's now in the marketplace that's driven by external circumstances, but that's not necessarily a bad thing."

As he does so often, Zucker fielded a question about whether GE might look to unload NBC Universal sometime soon. "I don't think so," he said. He continued:

I think that [GE chairman] Jeff Immelt has been incredibly clear on this time and time again, whether or not Portfolio or anyone else wants to believe him. He can't be any clearer on this. The fact is NBC Universal is a small part of GE, 10 percent, but [it's] an important part of the company. The performance at NBC Universal over the last few years has continued to improve. We've continued to transform the portfolio. In the last 16 months, he's invested more than $2 billion in helping us transform that portfolio, which outside of the News Corp. purchase of Dow Jones is more money that's been put down on NBC in the form of a media company than anybody else.

Rattner considered the same question from a different point of view: whether anyone would buy NBC Universal. He didn't think so. "The market's not really happy with these companies [ie. the big media conglomerates], and the idea that one of them would wake up one day and say 'Let's go do a $30 billion acquisition,' it's simply not happening."

There is one way the deal would make sense, however, said Karmazin: If NBC could merge with another broadcast network. "You just don't need three broadcast networks, or four broadcast networks, or six broadcast networks, however you want to define it," he said. "And all this transition to digital almost makes it more irrelevant to look at somebody and call them a 'broadcast network' when they're all connected to the pipe."

Zucker took exception to that. "They may not be what they were, but I would say the last six weeks have proved the pipes still work and that broadcast is still incredibly powerful," he said, citing the success of the Olympics and the season premiere of Saturday Night Live. "You put compelling content on and the broadcast networks are still relevant. What it means is you can't have mediocre, crappy content on the broadcast networks."

At any rate, Karmazin thought it was unlikely that federal regulators under either a President McCain or a President Obama would allow such a combination. "You have both presidential candidates who do not have a viewpoint that consolidation is good," he said. "The Justice Department has been pretty good to work with lately. I'm not sure that going forward, the Justice Department will be as friendly to media and business consolidation."

The panelists were asked whether they believe Rupert Murdoch overpaid in his $5 billion acquisition of Dow Jones. "Everybody who gets it overpays," said Karmazin. "Rupert paid more money than anybody else wanted to pay. Whether or not he overpaid, you'll have to take a look in the future and see the growth of the business...Do I think he's going to justify that price based on the business cable network being able to have the anchors back and forth? No, but he's a smart guy, he's done well, and if he overpaid, he overpaid."

They were asked whether they agreed with Barry Diller's decision to split up IAC into five separate companies to unlock shareholder value. Rattner said that, as a member of IAC's board, he couldn't comment, but then proceeded to offer what sounded like a sharp critique of Diller's actions:

I will say financial engineering is really not a way to create value for your shareholders or yourself or whoever your owners happen to be. Companies that buy or sell or spin off because they think the market doesn't understand their multiple and so forth I think are really missing the point. I think at the end of the day, what really matters is running your company, building revenue, building cash flow, and ultimately that will create value and that value will be recognized. And spending your time getting lost off in financial engineering is a real mistake.

Toward the end, the focus drifted away from M&A, offering me a chance to ask Zucker if he thought the increasing identification of MSNBC with liberal politics was a good thing for the network's business prospects. "I have a couple thoughts on this, he said.

One, fifteen months ago, you wouldn't even have asked me about MSNBC. So I think we've made great progress. So that's one. And two, at the end of the day we're all talking about business here. The fact is MSNBC in the last 12 months has been the fastest growing cable channel in all of television, news or entertainment. So clearly it has struck a chord with the audience. I think its programming has clearly worked.

Now a lot of the basis of your question really emanates from the tremendous emergence of Keith Olbermann's program at 8 o'clock. I'm incredibly comfortable with that program. I think the network seeks and does an incredibly good job of seeking other points of view, but obviously Keith plays a major role in the voice, certainly in that hour and on the network. And I think it has been good for that network, Keith's emergence has been good for the network. And just like a newspaper that has an editorial page that often has a different point of view, that is the role that Keith and others now play on MSNBC, which for most of its day is the rest of the front section of the newspaper, and then brings an editorial point of view from its editorial point of view at 8 o'clock at night.

Someone else in the audience asked Zucker about reports that he's on the verge of removing Ben Silverman, NBC's co-chief of entertainment. Zucker denied it. "From our perspective there are no questions about Ben Silverman's job security. From our perspective he has done everything we've asked and more. We're incredibly happy with the job he's done, and hope that he'll be with us for a long time to come."

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