Off-price retailer TJX delivers another earnings beat, making its stock a buy

A T.J. Maxx store in Pasadena, California.

Mario Anzuoni | Reuters

TJX Companies (TJX) reported better-than-expected fiscal year 2024 third-quarter results on Wednesday, while again raising its outlook for the full fiscal year — prompting us to upgrade the stock to a buy-equivalent rating.

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What’s Warner Bros. Discovery’s next move? David Zaslav and John Malone offer clues

David Zaslav, CEO and president of Warner Bros. Discovery (L), and John Malone, chairman of Liberty Media, Liberty Global, and Qurate Retail Group.

CNBC | Reuters

Warner Bros. Discovery‘s next step to gain scale may be looking at distressed assets.

Chief Executive David Zaslav and board member John Malone both made comments this week suggesting the company is paying down debt and building up free cash flow to set up acquisitions in the next two years of media businesses suffering from diminished valuations.

The targets could be companies flirting with or filing for bankruptcy, Malone said in an exclusive interview with CNBC on Thursday. While U.S. regulators may frown at large media companies coming together because of overlaps with studio, cable or broadcasting assets, they’ll be much more forgiving if the companies are struggling to survive, Malone told David Faber.

“I think we’re going to see very serious distress in our industry,” Malone said. “There is an exemption to the antitrust laws on a failing business. At some point of distress, right, then some of the restrictions, they look the other way.”

Media company valuations have been plummeting amid streaming video losses, traditional TV subscriber defections, and a down advertising market. This has affected Warner Bros. Discovery as much as its peers. The company’s market valuation recently fell below $23 billion, its lowest point since WarnerMedia and Discovery merged last year. The company ended the third quarter with about $43 billion in net debt.

Warner Bros. Discovery is trying to position itself to be an acquirer, rather than a distressed asset, itself, by paying down debt and increasing cash flow, Zaslav said during his company’s earnings conference call this week. Warner Bros. Discovery has paid down $12 billion and expects to generate at least $5 billion in free cash flow this year, the company said.

“We’re surrounded by a lot of companies that are – don’t have the geographic diversity that we have, aren’t generating real free cash flow, have debt that are presenting issues,” Zaslav said Thursday. “We’re de-levering at a time when our peers are levering up, at a time when our peers are unstable, and there is a lot of excess competitive – excess players in the market. So, this will give us a chance not only to fight to grow in the next year, but to have the kind of balance sheet and the kind of stability … that we could be really opportunistic over the next 12 to 24 months.”

Still, Warner Bros. Discovery also acknowledged it will miss its own year-end leverage target of 2.5 to 3 times adjusted earnings as the TV ad market struggles and linear TV subscription revenue declines.

Buying from distress

Malone has some experience with profiting from times of distress.

His Liberty Media acquired a 40% stake in Sirius XM over several years more than a decade ago, saving it from bankruptcy. Since then, the equity value of the satellite radio company has bounced back from nearly zero to about $5 per share. Sirius XM currently has a market capitalization of about $18 billion.

“It made us a lot of money with Sirius,” Malone told Faber.

While Malone didn’t name a specific company as a target for Warner Bros. Discovery, he discussed Paramount Global as an example of a company whose prospects seem shaky. Paramount Global’s market valuation has slumped below $8 billion while carrying about $16 billion in debt.

Malone noted that Paramount’s debt was recently downgraded. “I think that they’re running probably negative free cash flow,” he said.

Paramount Global’s third-quarter cash flow was $377 million, and the company has forecast a return to positive free cash flow in 2024.

While Paramount Global shares have fallen precipitously since Viacom and CBS merged in 2019, there are signs the company is shoring up its balance sheet. CEO Bob Bakish said earlier this month Paramount Global’s streaming losses will be lower in 2023 than 2022, and the company expects further improvement to losses in 2024. The company closed a sale for book publisher Simon & Schuster for $1.6 billion and will use the proceeds to pay down debt.

Paramount Global’s fate

Paramount Global is one of the few assets that logically fits Malone’s vision of a media asset that would have regulatory issues as an acquisition with potential distress concerns. Comcast‘s NBCUniversal, another potential merger partner, will lose more than $2 billion this year on its streaming service, Peacock, but the media giant is shielded by its parent company, the largest U.S. broadband provider.

“Warner Bros. [Discovery] now is making money. Not a lot, but they’re making money,” Malone said. “Peacock is losing a lot of money. Paramount is losing a ton of money that they can’t afford. At least [Comcast CEO] Brian [Roberts] can afford to lose the money.”

Paramount Global’s controlling shareholder Shari Redstone is open to a transformative transaction, CNBC reported last month. Puck’s Dylan Byers recently reported that industry insiders have speculated Warner Bros. Discovery might pursue an acquisition of Paramount Global after the 2024 U.S. presidential election.

A combination of NBCUniversal and Paramount Global also has strategic logic, but the combination of two national broadcast networks — Comcast’s NBC and Paramount Global’s CBS — would present a significant regulatory hurdle. Warner Bros. Discovery doesn’t own a broadcast network, making an acquisition of CBS easier.

Spokespeople for Paramount Global and Warner Bros. Discovery declined to comment.

While Malone said all legacy media companies should be talking to each other about merger synergies, he acknowledged valuations may have to fall farther to get regulators on board with further consolidation. Malone predicted that could happen in the same timeline Zaslav gave — within the next two years.

“Eventually maybe there’ll be regulatory relief,” Malone said. “Out of distress usually comes the reduction in competition, increased pricing power, and the opportunity to buy assets at a deep discount.”

Disclosure: Comcast owns NBCUniversal, the parent company of CNBC.

Tune in: CNBC’s full interview with John Malone will air 8 p.m. ET Thursday.

Liberty Media's John Malone on interest rates, media outlook and the streaming landscape

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Why oil is down since the Hamas-Israel conflict started and whether that can last

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Jim Cramer’s top 10 things to watch in the stock market Friday

My top 10 things to watch Friday, Nov. 3

1. U.S. stocks climb higher in premarket trading Friday, with S&P 500 futures up 0.46% after rising nearly 5% over the previous four sessions. Equities remain on track for their biggest weekly gain of the year. Government bonds also continue to rally this week, with the yield on the 10-year Treasury pulling back to around 4.5%. Oil prices tick up 0.78%, bringing West Texas Intermediate crude to just above $83 a barrel.

2. U.S. employment growth slows in October, with the economy adding just 150,000 jobs, according to the Labor Department’s monthly nonfarm payrolls report. That compares with September’s revised gain of 297,000 jobs and a Dow Jones estimate for October of 170,000 jobs. The news could take further pressure off the Federal Reserve in its ongoing battle to bring down inflation through higher interest rates.

3. Club holding Apple (AAPL) delivers an uneven fiscal fourth-quarter, with shares falling on lower-than-expected guidance for the current quarter. Analysts are using the results to reset expectations and lower price targets. Apple stock is down 1.7% in premarket trading, at $174.57 a share.

4. Semiconductor firm Skyworks Solutions (SWKS) reports a weak quarter as a result of Apple’s slowdown, prompting a slate of price-target reductions Friday. Barclays lowers its price target on the stock to $90 a share, down from $115, while maintaining an overweight rating on shares.

5. The takeaway from Club holding Starbucks‘ (SBUX) fiscal fourth-quarter beat is that the coffee maker needs so many more stores both in the U.S. and in China, while it’s barely begun to tackle India. Baird on Friday raises its price target on Starbucks to $110 a share, up from $100, while reiterating a neutral rating.

6. Barclays on Friday raises its price target on Club name Eli Lilly (LLY) to $630 a share, up from $590, while maintaining an overweight rating on the stock. The call seems like a good idea after Eli Lilly delivered solid quarterly results on the back of its blockbuster drug Mounjaro.

7. Shares of cybersecurity firm Fortinet (FTNT) plunge nearly 20% in early trading after its third-quarter results miss on analyst expectations, while providing a weak outlook for the current quarter. Multiple Wall Street firms downgrade Fortinet Friday on the weak quarter and signs secure networking is seeing slower growth.

8. Barclays lowers it price target on Clorox (CLX) to $115 a share, down from $118, while maintaining an underweight rating on the stock — and that seems harsh. The firm calls Clorox’s reduced outlook “prudent given the uncertainty ahead.” Clorox warned last month that an August cyber attack had significantly weighed on sales and profits.

9. KeyBanc upgrades Uber Technologies (UBER) to overweight from a neutral-equivalent rating, with a $60-per-share price target. The firm says Uber’s expense discipline should continue to drive earnings and free cash flow, while advertising “provides a lever to keep prices low to drive volumes.” Uber is set to report third-quarter results on Nov. 7.

10. Gordon Haskett upgrades Ross Stores (ROST) to buy from accumulate, with a $135-per-share price target. The firm says its third-quarter proprietary store manager survey “paints a positive picture” for both Ross and Club name TJX Companies (TJX).

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As the market enters correction territory, don’t blame the American consumer

An Amazon.com Inc worker prepares an order in which the buyer asked for an item to be gift wrapped at a fulfillment center in Shakopee, Minnesota, U.S., November 12, 2020.

Amazon.com Inc | Reuters

The initial third-quarter report on gross domestic product showed consumer spending zooming higher by 4% percent a year, after inflation, the best in almost two years. September’s retail sales report showed spending climbing almost twice as fast as the average for the last year. And yet, bears like hedge-fund trader Bill Ackman argue that a recession is coming as soon as this quarter and the market has entered correction territory.

For an economy that rises or falls on the state of the consumer, third-quarter earnings data supports a view of spending that remains mostly good. S&P 500 consumer-discretionary companies that have reported through Oct. 25 saw an average profit gain of 15%, according to CFRA — the biggest revenue gain of the stock market’s 11 sectors.

“People are kind of scratching their heads and saying, ‘The consumer is holding up better than expected,'” said CFRA Research strategist Sam Stovall said. “Consumers are employed. They continue to buy goods as well as pursue experiences. And they don’t seem worried about debt levels.”

How is this possible with interest rates on everything from credit cards to cars and homes soaring?

It’s the anecdotes from bellwether companies across key industries that tell the real story: Delta Air Lines and United Airlines sharing how their most expensive seats are selling fastest. Homeowners using high-interest-rate-fighting mortgage buydowns. Amazon saying it’s hiring 250,000 seasonal workers. A Thursday report from Deckers Outdoor blew some minds — in what has been a tepid clothing sales environment — by disclosing that embedded in a 79% profit gain that sent shares up 19% was sales of Uggs, a mature line anchored by fuzzy boots, rising 28%.

The picture they paint largely matches the economic data — generally positive, but with some warts. Here is some of the key evidence from from the biggest company earnings reports across the market that help explain how companies and the American consumer are making the best of a tough rate environment.

How homebuilders are solving for mortgages rates

No industry is more central to the market’s notion that the consumer is falling from the sky than housing, because the number of existing home sales have dropped almost 40% from Covid-era peaks. But while Coldwell Banker owner Anywhere Real Estate saw profit fall by half, news from builders of new homes has been pretty good.

Most consumers have mortgages below 5%, but for new homebuyers, one reason that rates are not biting quite as sharply as they should is that builders have figured out ways around the 8% interest rates that are bedeviling existing home sellers. That helps explains why new home sales are up this year. Homebuilders are dipping into money that previously paid for other incentives to pay for offering mortgages at 5.75% rather than the 8% level other mortgages have hit. At PulteGroup, the nation’s third-biggest builder, that helped drive an 8% third-quarter profit jump and 43% climb in new home orders for delivery later, much better than the government-reported 4.5% gain in new home sales year-to-date.

“What we’ve done is simply redistribute incentives we’ve historically offered toward cabinets and countertops, and redirected those to interest rate incentives,” PulteGroup CEO Ryan Marshall said. “And that has been the most powerful thing.”

The mechanics are complex, but work out to this: Pulte sets aside about $35,000 for incentives to get each home to sell, or about 6% of its price, the company said on its earnings conference call. Part of that is paying for a mortgage buydown. About 80% to 85% of buyers are taking advantage of the buydown offer. But many are splitting the funds, mixing a smaller rate buydown and keeping some goodies for the house, the company said.

Wells Fargo economist Jackie Benson said in a report that builders may struggle to keep this strategy going if mortgage rates stay near 8%, but new-home prices have dropped 12% in the last year. In her view, incentives plus bigger price cuts than most existing homes’ owners will offer is giving builders an edge.

At auto companies, price cuts are in, and more are coming

Car sales picked up notably in September, rising 24% year-over-year, more than twice the year-to-date gain in unit sales. But they were below expectations at electric-vehicle leader Tesla, which blamed high interest rates, and at Ford.

“I just can’t emphasize this enough, that for the vast majority of people buying a car it’s about the monthly payment,” Tesla CEO Elon Musk said on its earnings call. “And as interest rates rise, the proportion of that monthly payment that is interest increases.”

Maybe, but that’s not what’s happening at General Motors, even if investor reaction to good numbers at GM was muted because of the strike by the United Auto Workers union.

GM tops Q3 expectations but pulls full-year guidance due to mounting UAW strike costs

GM beat earnings expectations by 40 cents a share, but shares fell 3% because of investor worries about the strike, which forced GM to withdraw its fourth-quarter earnings forecast on Oct. 24. Ford, which settled with the UAW on Oct. 25, said the next day it had a “mixed” quarter, as profit missed Wall Street targets due to the strike. Consumers came through, as unit sales rose 7.7% for the quarter, with truck and EV sales both up 15%. GM CEO Mary Barra said on GM’s analyst call that the company gained market share, posting a 21% gain in unit sales despite offering incentives below the industry average.

“While we hear reports out there in the macro that consumer sentiment might be weakening, etc., we haven’t seen that in demand for our vehicles,” GM CFO Paul Jacobson told analysts. But Ford CFO John Lawler said car prices need to decline by about $1,800 to be as affordable as they were before Covid. “We think it’s going to happen over 12 to 18 months,” he said. 

Tesla’s turnaround plan turns on continuing to lower its cost of producing cars, which came down by about $2,000 per vehicle in last year, the company said. Along with federal tax credits for electric vehicles, a Model Y crossover can be had for about $36,490, or as little as $31,500 in states with local tax incentives for EVs. That’s way below the average for all cars, which Cox Automotive puts at more than $50,000. But Musk says some consumers still aren’t convincible. .

“When you look at the price reductions we’ve made in, say, the Model Y, and you compare that to how much people’s monthly payment has risen due to interest rates, the price of the Model Y is almost unchanged,” Musk said. “They can’t afford it.”

Most banks say the consumer still has cash, but not Discover

To know how consumers are doing, ask the banks, which disclose consumer balances quarterly. To know if they’re confident, ask the credit card companies (often the same companies) how much they are spending.

In most cases, financial services firms say consumers are doing well.

At Bank of America, consumer balances are still about one-third higher than before Covid, CEO Brian Moynihan said on the company’s conference call. At JPMorgan Chase, balances have eroded 3% in the last year, but consumer loan delinquencies declined during the quarter, the company said.

“Where am I seeing softness in [consumer] credit?” said chief financial officer Jeremy Barnum, repeating an analyst’s question on the earnings call. “I think the answer to that is actually nowhere.”

Among credit card companies, the “resilient” is still the main story. MasterCard, in fact, used that word or “resilience” eight times to describe U.S. consumers in its Oct. 26 call.

“I mean, the reality is, unemployment levels are [near] all-time record lows,” MasterCard chief financial officer Sachin Mehra said.

At American Express, which saw U.S. consumer spending rise 9%, the mild surprise was the company’s disclosure that young consumers are adding Amex cards faster than any other group. Millennials and Gen Zers saw their U.S. spending via Amex rise 18%, the company said.

“Guess they’re not bothered by the resumption of student loan payments,” Stovall said.

Consumer data is more positive than sentiment, says Bankrate's Ted Rossman

The major fly in the ointment came from Discover Financial Services, one of the few banks to make big additions to its loan loss reserves for consumer debt, driving a 33% drop in profit as Discover’s loan chargeoffs doubled.

Despite the fact that U.S. household debt burdens are almost exactly the same as in late 2019, and declined during the quarter, according to government data, Discover chief financial officer John Greene said on its call, “Our macro assumptions reflect a relatively strong labor market but also consumer headwinds from a declining savings rate and increasing debt burdens.”

At airlines, still no sign of a travel recession

It’s good to be Delta Air Lines right now, sitting on a 59% third-quarter profit gain driven by the most expensive products on their virtual shelves: First-class seats and international vacations. Also good to be United, where higher-margin international travel rose almost 25% and the company is planning to add seven first-class seats per departure by 2027. Not so good to be discounter Spirit, which saw shares fall after reporting a $157 million loss.

“With the market continuing to seemingly will a travel recession into existence despite evidence to the contrary from daily [government] data and our consumer surveys, Delta’s third-quarter beat and solid fourth-quarter guide and commentary should finally put the group at ease about a consumer “cliff,” allow them to unfasten their seatbelts and walk about the cabin,” Morgan Stanley analyst Ravi Shanker said in a note to clients.

One tangible impact: United is adding 20 planes this quarter, though it is pushing 12 more deliveries into 2024, while Spirit said it’s delaying plane deliveries, and focusing on its proposed merger with JetBlue and cost-cutting to regain competitiveness as soft demand for its product persists into the holiday season.

As has been the case throughout much of 2023, richer consumers — who contribute the greater share of spending — are doing better than moderate-income families, Sundaram said.

The goods recession is for real

Whirlpool, Ethan Allen and mattress maker Sleep Number all saw their stocks tumble after reporting bad earnings, all of them experiencing sales struggles consistent with the macro data.

This follows a trend now well-entrenched in the economy: people stocked up on hard goods, especially for the house, during the pandemic, when they were stuck at home more. All three companies saw shares surge during Covid, and growth has slacked off since as they found their markets at least partly saturated and consumers moved spending to travel and other services.

“All of the stimulus money went to the furniture industry,” Sundaram said, exaggerating for effect. “Now they’ve been falling apart for the last year.”

Ethan Allen sales dropped 24%, as the company said a flood in a Vermont factory and softer demand were among the causes. At Whirlpool, which said in second-quarter earnings that it was moving to make up slowing sales to consumers by selling more appliances to home builders, “discretionary purchases have been even softer than anticipated, as a result of increased mortgage rates and low consumer confidence,” CEO Marc Bitzer said during Thursday’s earnings call. Its shares fell more than 20%.

Amazon’s $1.3 billion holiday hiring spree

Amazon is making its biggest-ever commitment to holiday hiring, spending $1.3 billion to add the workers, mostly in fulfillment centers.

That’s possible because Amazon has reorganized its warehouse network to speed up deliveries and lower costs, sparking 11% sales gains the last two quarters as consumers turn to the online giant for more everyday repeat purchases. Amazon also tends to serve a more affluent consumer who is proving more resilient in the face of interest rate hikes and inflation than audiences for Target or dollar stores, according to CFRA retailing analyst Arun Sundaram said.

“Their retail sales are performing really well,” Sundaram said. “There’s still headwinds affecting discretionary sales, but everyday essentials are doing really well.

All of this sets the stage for a high-stakes holiday season.

PNC still thinks there will be a recession in early 2024, thanks partly to the Federal Reserve’ rate hikes, and thinks investors will focus on sales of goods looking for more signs of weakness. “There’s a lot of strength for the late innings” of an expansion, said PNC Asset Management chief investment officer Amanda Agati.

Sundaram, whose firm has predicted that interest rates will soon drop as inflation wanes, thinks retailers are in better shape, with stronger supply chains that will allow strategic discounting more than last year to pump sales. The Uggs sales outperformance was attributed to improved supply chains and shorter shipping times as the lingering effects of the pandemic recede.

“Though there are headwinds for the consumer, there’s a chance for a decent holiday season,” he said, albeit one hampered still by the inflation of the last two years. “The 2022 holiday season may have been the low point.”

Deloitte predicts soft holiday sales

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Retailers urge Congress to crack down on theft, as industry ramps up lobbying effort

Representatives from more than 30 retailers joined a major industry lobbying group on Capitol Hill on Thursday, as they ramped up pressure to pass a law that backers say will curb retail theft.

The National Retail Federation escalated its campaign to rally support for the bill, known as the Combating Organized Retail Crime Act, which would make it easier to prosecute theft as a federal felony and set up a system for governments to share resources on crime. The retail lobby group dubbed its event “Fight Retail Crime Day.”

Before holding individual meetings with retail officials, the bill’s co-sponsors joined NRF CEO Matthew Shay in a press conference outside the Capitol — where they framed the legislation as critical to retailers’ bottom lines and their employees’ safety.

“You also have to recognize, this is not just the theft, but the danger to the employees, the cost to the consumers, and then the impact upon the individual retailer,” one of the bill’s co-sponsors Sen. Chuck Grassley, R-Iowa, said at a press conference. “[Organized retail crime] has to be dealt with in a comprehensive way. And that’s what our legislation is all about.”

Sen. Chuck Grassley, speaking at a press conference for the lobby group’s “Fight Retail Crime Day.”

Courtney Reagan | CNBC

Organized retail crime is different from shoplifting. The NRF defines it as “the large-scale theft of retail merchandise with the intent to resell the items for financial gain.” It usually involves multiple people who steal large amounts of goods from a range of stores, which a so-called fencing operation then sells, according to the group.

The NRF and individual retailers have spoken more than ever in recent months about how retail crime affects their profits, their employees and their customers. Target even cited the trend as it announced it would close nine stores.

Despite those comments, a survey released by the NRF last month found retailers’ losses from theft are largely in line with historical trends, but most respondents reported violence associated with the acts is getting worse. Much of companies’ lost inventory can also come from internal theft or management issues, as William Blair analysts wrote in a research note Thursday.

Even so, the industry has pushed for federal and state laws that aim to crack down on crime. Retailers continued their campaign for policy changes in Washington on Thursday.

The Combating Organized Retail Crime Act was reintroduced earlier this year. It seeks to create a new multi-agency group under the Department of Homeland Security that would pool information and intelligence from many states and local law enforcement sources. Officials want to better detect, track and prosecute members of organized crime rings with new federal standards.

American Eagle Outfitters chief global asset protection officer Scott McBride, who is meeting with lawmakers to rally support for the law, pointed to the collaboration as a major benefit of the proposal.

“That’s one of the main purposes that allows us to have a charter within a federal agency to actually help us create a clearinghouse to aggregate properly to investigate more efficiently and more in depth,” he said.

While retailers say organized retail crime could lead to higher prices for shoppers and store closures, many of the co-sponsors are focused on what retailers have said is escalating violence associated with the theft.

The NRF’s national retail security survey showed two-thirds of retail respondents reported seeing increased levels of violence and aggression from ORC offenders in 2022 compared with 2021. In the 2021 survey, 81% of respondents reported more violence than in the year prior.

McBride noted that some areas of the country have had a harder time hiring and retaining store employees because of the increase in violence. Most retail store employees are instructed not to intervene when theft is taking place because of the risk of violence.

Rep. Dina Titus, D-Nev., told about a recent incident she witnessed in a Walgreens.

“The person came up with a backpack and just started scraping eyelashes into the backpack and walked out,” she said at the press conference. “I said to the sales lady, ‘Did you see what that guy just did?’ She said, ‘Yeah, he comes in here two or three times a week and we can’t do anything about it because management is afraid somebody might get hurt.'”

The industry has also focused on the amount of stolen goods needed to prosecute as a felony depending on the location. Trade groups have said many crime rings know the law, and steal just enough to stay below it in each incident.

National Retail Federation CEO Matthew Shay speaking at a press conference for the lobby group’s “Fight Retail Crime Day.”

Courtney Reagan | CNBC

The bill would establish a new federal felony threshold that is also aggregated over any 12-month period rather than a threshold per incident.

“What this legislation will do, is allow prosecutors in the states, if they choose to, to pursue a federal remedy, instead of, or in addition to, a state remedy, when certain thresholds get met,” Shay told CNBC. “So if the total dollar value of the stolen guards exceeds $5,000 in a single year, local prosecutors can pursue a federal charge.”

Some criminal justice experts have questioned whether lowering the threshold will reduce crime, and said enacting stiffer penalties could potentially hurt marginalized groups.

While the members of Congress at the press conference, along with retail representatives and the NRF, acknowledge there is wide support for the measure, time is ticking on the legislative year to move it forward to committee and beyond.

McBride acknowledges passage of the bill would not be a panacea, but “it just adds another layer … to help the retailer and disincentivize the bad guys from using [organized retail crime] as a means for financing their criminal activities.”

The Combating Organized Retail Crime Act would follow another law known as the INFORM Act that went into effect at the end of June, which requires online marketplaces to verify the identity of their sellers with the goal of deterring the sale of stolen or counterfeit goods. Retailers that don’t comply will face fines.

When asked Thursday, Shay said it’s still too early to tell what the effects of the new legislation will be.

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Paramount’s Shari Redstone is open for business, but business may not be open for her

Shari Redstone, president of National Amusements and controlling shareholder of Paramount Global, walks to a morning session at the Allen & Company Sun Valley Conference in Sun Valley, Idaho, July 12, 2023.

David A. Grogan | CNBC

Shari Redstone may have missed her window.

Paramount Global‘s controlling shareholder is open to a merger or selling the company at the right price, according to people familiar with her thinking. And she has been open to it for several years, said the people, who asked not to speak publicly because the discussions have been private.

Spokespeople for Redstone and Paramount Global declined to comment.

The problem has been finding the right deal for shareholders. Market conditions have made a transformative transaction difficult at best and highly unlikely at worst.

“The market is crying out for reshaping media company portfolios and consolidation,” said Jon Miller, chief executive at Integrated Media and a senior advisor at venture firm Advancit Capital, which Redstone co-founded. “But the deck is stacked against large-scale transactions now because of both immediate concerns in terms of ad sales, subscription video numbers and the cost of debt. No one wants to transact at the current market valuations that these companies are given.”

Paramount Global is an archetype for the media industry’s consolidation conundrum. The company consists of Paramount Pictures, the CBS broadcast network, 28 owned-and-operated local CBS stations, the streaming service Paramount+, free advertising-supported Pluto TV, “Star Trek,” “SpongeBob SquarePants,” MTV, Nickelodeon, Comedy Central, BET and Showtime. It also owns the physical Paramount studio lot in Los Angeles, California.

From a sum-of-the-parts perspective, the company holds a strong hand. Many of Paramount Global’s assets would fit nicely within larger media companies.

“Paramount has a tremendous amount of assets in its content library and they own some pretty powerful sports rights in the form of the NFL contract, Champions League soccer and March Madness,” Guggenheim analyst Michael Morris told CNBC last week.

“But, they are still losing money on their streaming service,” Morris said. “They need to pull these things together, right-size the content, super charge that topline through pricing and penetration, and then we can see investors get excited about this idea again.”

Declining revenue from the acceleration of pay-TV cord-cutting, continued streaming losses and rising interest rates have put Redstone in a bind. The company’s market capitalization has slumped to $7.7 billion, nearly the company’s lowest valuation since Redstone merged CBS and Viacom in 2019. At the time, that transaction gave the combined company a market valuation of about $30 billion.

It’s unclear whether staying the course will help turn investor sentiment. Warren Buffett, CEO of Berkshire Hathaway, one of Paramount Global’s biggest shareholders, told CNBC in April that streaming “is not really a very good business.” He also noted that shareholders in entertainment companies “really haven’t done that great over time.”

Paramount Global’s direct-to-consumer businesses lost $424 million in the second quarter and $511 million in the first quarter. The company reports third-quarter earnings Nov. 2.

CEO Bob Bakish said 2023 will be the peak loss year for streaming. Paramount Global cut its dividend to 5 cents per share from 24 cents per share to “further enhance our ability to deliver long-term value for our shareholders as we move toward streaming profitability,” Bakish said in May.

Wells Fargo analyst Steven Cahall suggested earlier this year that Bakish should shut down the company’s streaming business entirely, despite the fact that Paramount+ has accumulated more than 60 million subscribers.

“We believe Paramount Global is worth a lot more either as a content arms dealer or as a break-up for sale story,” Cahall wrote in a note to clients in May. “Great content, misguided strategy.”

Big Tech lifeline

Executives at Paramount Global continue to hold out hope that a large technology company, such as Apple, Amazon or Alphabet, will view the collection of assets as a way to bolster their content aspirations, according to people familiar with the matter.

Paramount+’s 61 million subscribers could help supersize an existing streaming service such as Apple TV+ or Amazon’s Prime Video, or give Alphabet’s YouTube a bigger foothold into subscription streaming beyond the National Football League’s Sunday Ticket and YouTube TV.

While Federal Trade Commission Chairman Lina Khan has been particularly focused on limiting the power of Big Tech companies, Apple, Amazon and Alphabet may actually be better buyers than legacy media companies from a regulatory standpoint. They don’t own a broadcast TV network, unlike Comcast (NBC), Fox or Disney (ABC). It’s highly unlikely U.S. regulators would allow one company to own two broadcast networks. Divesting CBS is possible, but it’s so intertwined with Paramount+ that separating the network from the streaming service would be messy.

“We believe Paramount Global is too small to win the streaming wars, but it is bite-size enough to be acquired by a larger streaming competitor for its deep library of film and TV content, as well as its sports rights and news assets,” Laura Martin, an analyst at Needham & Co., wrote in an Oct. 9 research note to clients.

Acquiring Paramount Global would be a relative drop in the bucket for a Big Tech company. Paramount Global’s market value was below $8 billion as of Friday. It also has about $16 billion in long-term debt.

Still, even with huge balance sheets and trillion-dollar valuations, there’s no evidence technology companies want to own declining legacy media assets such as cable and broadcast networks. Netflix has built its business specifically on the premise that these assets will ultimately die. Paramount’s lot and studio may be appealing for content creation and library programming, but that would leave Redstone holding a less desirable basket of legacy media assets.

deal volume in the first half of 2023 is down 58% from the same period a year ago, according to a Bain & Co. study.

If a full sale to Big Tech and a partial sale to private equity won’t happen, another option for Redstone is to merge or sell to another legacy media company. Warner Bros. Discovery could merge with Paramount Global, though putting together Warner Bros. and Paramount Pictures may hold up deal approval with U.S. regulators.

Beyond regulatory issues, recent history suggests big media mergers haven’t worked well for shareholders. Tens of billions of dollars in shareholder value have been lost in recent media mergers, including WarnerMedia and Discovery, Disney and the majority of Fox, Comcast/NBCUniversal and Sky, Viacom and CBS, and Scripps and Discovery.

Merger partners such as Warner Bros. Discovery also may prefer to sell or merge with a different company, such as Comcast’s NBCUniversal, if regulators allow a big media combination.

Redstone has recently dabbled around the edges, shedding some assets, such as book publisher Simon & Schuster, and engaging in talks to sell a majority stake in cable network BET.

But Paramount Global shelved the idea of selling a stake in BET in August after deciding sale offers were too low to outweigh the value of keeping the network in its cable network portfolio. With the total company’s market valuation below $8 billion, it’s difficult to convince buyers to pay big prices for parts. A change in broader investment sentiment that pushes the company’s valuation higher may help Redstone and other Paramount Global executives get more comfortable with divesting assets.

Selling National Amusements

If Redstone can’t find a deal to her liking, she could also sell National Amusements, the holding company founded by her father, Sumner Redstone, that owns the bulk of the company’s voting shares. National Amusements owns 77.3% of Paramount Global’s Class A (voting) common stock and 5.2% of the Class B common stock, constituting about 10% of the overall equity of the company.

Redstone took a $125 million strategic investment from merchant bank BDT & MSD Partners earlier this year to pay down debt, reiterating her belief in Paramount Global’s inherent value.

“Paramount has the best assets in the media industry, with an incredible content library and IP spanning all genres and demographics, as well as the No. 1 broadcast network, the leading free ad-supported streaming television service and the fastest-growing pay streaming platform in the U.S.,” Redstone said in a statement in May. “NAI has conviction in Paramount’s strategy and execution, and we remain committed to supporting Paramount as it takes the necessary steps to build on its success and capitalize on the strategic opportunities in our industry.”

Selling National Amusements wouldn’t alter Paramount Global’s long-term future. But it is a way out for Redstone if she can’t find a deal beneficial to shareholders.

Paramount Global isn’t actively working with an investment bank on a sale, according to people familiar with the matter. The company is content to wait for a shift in market conditions or regulatory officials before getting more aggressive on a transformational deal, said the people.

Still, Redstone’s predicament aptly sums up legacy media’s current problems. The industry is counting on a turn in market sentiment, while executives privately grumble that in the near term there’s little they can do about it.

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