Word: diller
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...Diller had other reasons to err on the side of caution. While serving as chairman of Rupert Murdoch's Fox Inc. in the late 1980s, he saw how excessive debt almost sank that entertainment company. In the end, Diller essentially threw in his hand and let Redstone rake in the pot. For Redstone, the triumph in what he angrily came to call "the cruel, abusive and sometimes ridiculous battle for Paramount" could hardly have been sweeter. With the battle about to end last Monday, Redstone, Biondi and two Viacom colleagues repaired to the posh "21" Club in midtown Manhattan...
...down to a Sunday-afternoon skull session in the well-appointed 49th-floor midtown- Manhattan offices of Robert Greenhill, the chairman of investment firm Smith Barney Shearson. Four days earlier, on Jan. 12, Paramount directors had spurned a sweetened Viacom bid and backed a $10 billion merger with Barry Diller's QVC home-shopping network. Unless Viacom came back fast and hard, everyone present knew, the fight would soon be over...
With their minds thus concentrated, one thought dominated all those at the meeting: how to throw a knockout punch that would be, as one of them put it, a "Diller-killer." The notion of tossing in more cash or stock was quickly nixed as too costly. So were bigger warrants and increased dividends. After several such options were rejected, Greenhill turned to one of his whiz-kid investment-banking strategists, Michael Levitt, 35, who described a scheme he said would blow away Diller. The novel plan called for issuing a type of security, called a contingent value right...
...hand. Reason: Viacom stock was falling fast, and if the plunge accelerated, the company would have to issue more shares under the collar guarantee and drive down the price even further. That would slash the value of Viacom's bid for Paramount, thus all but handing victory to Diller. Berrard was adamant, however. "No collar," he snapped, "no deal...
Viacom couldn't afford to let Blockbuster get away, because Redstone needed the video chain's financial clout to defeat Diller and then help pay interest on the debt after the Paramount merger. So Greenhill, whose firm earned $12.5 million for advising Viacom, resorted to a game of high-stakes financial chicken. He allowed the Blockbuster talks to break off rather than accede to Berrard's demands. At the same time, Greenhill instructed Levitt to maintain contact with his pal Berrard. The strategy paid off on Christmas Day, when Levitt, calling from New Jersey on his Jeep Cherokee car phone...