Block and Tackle.biz on just how little CBS stock she actually owns, a prediction from Mario Gabelli, who has huge stakes in CBS and Viacom, but can't get Shari to return his calls, and an exclusive chart of the millions paid to settle family and business claims so Shari has absolute control. Click for my Los Angeles Magazine story on Shari Redstone.
LOS ANGELES MAGAZINE: Read about Shari Redstone, now the most powerful woman in Hollywood/ She survived her drama with her ailing billionaire father, but there are still questions what happened to Leslie Moonves at CBS, and some question her control of the National Amusement’s empire.
Sumner Redstone’s determined daughter clawed back control of his dynasty with her long-dreamed merger of CBS and Viacom
SOME DO NOT LIKE IT, OTHERS DO NOT THINK IT IS FAIR, BUT WHEN WAS CAPITALISM ABOUT FAIRNESS AND NOT PROFIT? IT IS COMPLETELY LEGAL TO CONTROL A COMPANY WITH A TINY SHARE OF THE EQUITY BY CREATING SPECIAL CLASSES OF STOCK HELD BY ONE PERSON OR COMPANY, BUT IT IS STILL STUNNING TO SEE JUST HOW LITTLE STOCK CAN WIELD SO MUCH POWER.
One thing not in my Los Angeles Magazine post exclusively for Block and Tackle.biz is an analysis of how little stock Shari owns in Viacom and CBS, compared to how much power she exercises over the about to merger companies.
Let’s use CBS as an example.
Shari controls CBS despite a relatively small personal stake. Prior to the merger with Viacom, She controls less than 2 percent of CBS Inc. publicly traded equity. She also controls National Amusements vote, but the Boston based holding company itself holds only 9.1 percent of CBS. So how can they have control CBS - and using the same tactic, Viacom - two entertainment mega-players?
THE ANSWER: Because Sumner years ago put his stock into special Class A shares giving him 79.5 percent voting control of the number one network, leaving the majority Class B shareholders without a real vote.
Shari has had a difficult relationship with her father for more than a dozen years. She watched as his health failed beginning in 2014 and he was left in the care of two greedy women, who each walked away with millions.
It was after that two women posed for a spread in Vanity Fair magazine in fashion layouts, shortly after their father sold $200 million of stock (he had said he would never sell), primarily to give the two women as much as $150 million.
AROUND 2011: Sumner Redstone with all the women who were to rule his life. Sydney Holland (left), Shari Redstone (right), and Manuela Herzer (tall blonde).
FYI The elegant lady walking behind them is Barbara Davis, widow of Marvin Davis, the oilman who once owned Fox.
In the years that followed, both Sydney and Manuela would sue Shari and be sued by Shari, and eventually settle, walking away with millions. For more on how much they got read below.
During that period Sumner, once a heath food enthusiast, became dependent on pills that impacted his mind.
Shari has battled to save what she considers the Redstone family birthright: control of the over $5 billion empire Sumner built. She showed incredible determination and craft as she campaigned for over three years to keep the business in the family and protect her inheritance and that of her three children and five grandchildren, and a few chosen others.
Shari has proven herself as smart and tough as her father, who for years tried to put her down and buy her out of the family business. She got her big break when he divorced his longtime wife (Shari’s mother), and had to promise Shari would inherit his mantle to get his freedom.
That guarantee which allowed Sumner to keep control of his companies gnawed at him for years. It impacted his relationship with Shari which went from bad to worse.
Despite years of ugly battles, Shari was always going to be first in line when Sumner's will was read. What was unspoken was that there was never any doubt about who would ultimately inherits all Sumner had built. To get his divorce, Sumner had signed an irrevocable trust that insured Shari as his heir.
This headline from The Daily Mail in 2016 sums up what Shari faced before she acted in 2015 before she acted to eject Manuela from Sumner's mansion.
Sumner Redstone, 93, 'paid out $70million to women who provided nothing more than sexual favors': Billionaire's ex who wants half his estate claims he gave $21m to a mistress and $18m to a flight attendant - Daily Mail
As my article suggests there has been a lot of skepticism on Wall Street, in Hollywood and beyond about whether Shari was really up to the task. When Moonves and his loyal CBS board members fought the merger because it would saddle CBS with fading old media, Shari acted to get her rights, and then to defend them repeatedly.
Shari felt a merger might be salvation at a time there were questions about the viability and value of “old media” companies like CBS and Viacom in the digital age.
“Any idiot could look at putting those two companies together and realize that as standalones or even as a combined company, they have no long-term future in the current media environment,” says Porter Bibb, a financier, media producer and former journalist. “They instantly add about 30 percent to the market value of the combined companies because of savings they can make.”
“Look,” says legendary hedge fund investor Mario Gabelli, “you’re not going to sell it for cash. Shari comes from that culture that says pay less taxes, pay later. Like their friend (Liberty Media Chairman) John Malone, both Shari and Sumner are obsessed with tax reduction.”
Mario Gabelli on Bloomberg News in 2018
One strong booster for a merger was Mario Gabelli, an investment banker and founder of GAMCO Investors, who has owned stock in Viacom since 1972 when it was spun off from CBS originally, and stock in CBS since it was spun off from Viacom in 2006.
In a list of the high profile Gabelli funds top investments as a percentage of total assets,, first is CBS (6.4 percent) and then Viacom (5.6 percent), on a list that includes Sony and American Express.
Gabelli is currently the second largest owner of Viacom Class A voting stock and CBS stock second only to Redstone’s NAI’s controlling interest.
He has been an outspoken advocate of re-uniting CBS and Viacom into one company,
“Step two,” says Gabelli “ is to figure out how to partner with someone like Amazon that wants to embellish their Amazon Prime, and is willing to put in significant amount of money (to create content).”
Gabelli can say what he wants but Shari isn’t listening.. These days, he said in an interview, she won’t even return his phone calls.
“I’ve tried to reach Shari for at least five or six months,” he said earlier this year, “and she won’t call me back.”
Why not? “She knows the kind of questions that I would dig into with regards to corporate governance and so on,” he says with no rancor. “Totally understandable.”
In legal filings Shari has made her plan clear. First the merger of CBS and Viacom. Then possibly other mergers, maybe with Discover, for instance. And then a sale of the whole thing to a mega-player (Amazon, Apple, Google, etc.). Her family will be wealthy for generations.
After CBS and Viacom merge, eventually Shari will part with the company Sumner built.
Gabelli has a guess about timing. He says it will depend on Sumner as usual:. He doesn't think Shari will sell until after Sumner reaches his actual final rest. Sumner is now 96 and in a near-vegetative state, unable to feed himself or communicate. He is surrounded by male nurses inside his Beverly Park mansion. There used to be female nurses but when Shari took over, she replaced them with men. Even in his 90s, Sumner still had an eye for ladies.
Shari seems to want to do some other acquisitions or mergers, but there is no rush. She no doubt wants to enjoy her place in the spotlight for a while. She will always be rich but she may not always control the parent company of CBS and MTV.
Here is Gabelli's educated guess:
“I don’t think they will do anything before Sumner is no longer here."
He also predicts any deal will follow the Redstone path of the least taxes possible. Gabelli mused about a meeting at which Liberty Media founder John Malone met with Sumner and Shari Redstone. They shared a near religious belief in paying as little taxes as possible, even as their fortunes burst into the billions.
“Look,” says Gabelli, “you’re not going to sell it for cash. Shari comes from that culture that says pay less taxes, pay later. Like their friend (Liberty Media Chairman) John Malone, both Shari and Sumner are obsessed with tax reduction.”
That is the reason her big deal is for CBS to acquire Viacom in a tax-free stock swap.
Sumner Redstone’s determined daughter has saved his dynasty, finally proving she really was her father’s equal at the family business, making billions.
THE HIGH COST OF WINNING
Shari has settled with everyone who might raise the question about Sumner’s competency.
They can no longer raise potentially troubling questions about Shari’s right to speak for her father or his mental state because she made often expensive deals to insure no one was left to challenge when Sumner finally dies.
In the case of Holland and Herzer, they got to keep an estimated fortune of over $40 minion each that they had received as “gifts” from Sumner. Herzer had to pay back a paltry $3.5 million. In Shari’s suit, she had estimated Herzer and Holland had received over $150 million, all of which they could now keep. The deal also made it almost impossible for anyone to legally challenge the two again.
“They almost killed Sumner and walked out with a treasure trove of money, gifts, personal items and business documents. In other words, enough blackmail material against Shari and those companies to guarantee that they kept the spoils of their misdeeds,” says Snyder.
Although Shari now has firm control over her father’s media empire, her reign is still existentially threatened by troubling questions about her legitimacy as well as her father’s health and competency. As of this writing, Sumner has been declared incapacitated in a court of law, but never ruled incompetent.
Shari continues the fiction that Sumner can still make, or at least confirm, decisions that go out under his name. It is the same way that Sumner’s two girlfriends, Sydney Holland and Manuela Herzer, used the ailing mogul over about four-years, and Dauman along with them.
When the short-lived CBS board suit to dilute the Redstone's holdings was examined in Delaware, recalls a Moonves friend, “we got the same judge (who had overseen cases involving Phillipe Dauman, when Shari forced him out as CEO of Viacom and member of the family trust.
“The judge said, This is very mysterious. Very suspect that now this is the second case where I hear Sumner’s not of sound mind. But ‘then she pulled this thing with the sexual harassment, and it fell apart. We gave up in Delaware."
That didn’t stop the feds from investigating, based on information about Sumer’s state of mind revealed in the battling lawsuits.
A federal grand jury was empaneled by the Central District of California to investigate Sumner’s competency at the time Shari took control, including whether she had actually made a transfer of control without paying any taxes. “The grand jury, which appears to be weighing possible criminal tax-related violations,” reported Vanity Fair Sept. 18, 2018.
No charges were ever announced.
When Herzer sued, she charged Shari had illegally taken back control of Sumner and his estate when she was forced out of his house.
“To further her scheme and given that Sumner was still alive,” Herzer charged in a March 2018 lawsuit that “Shari Redstone also needed to create the public appearance that Sumner approved of her conduct. To achieve this, Shari implemented perhaps the most sinister part of her plan: making an incapacitated Sumner a puppet for her scheme. Capitalizing on Sumner’s lack of capacity and his inability to communicate, she monopolized access to him and hand-picked conflict-ridden attorneys to represent both him and her.”
As a trial approached, Shari finally settled with Herzer, as she had with Holland, Dauman and Sumner's granddaughter Keryn.
Shari had fought a series of legal battles but ultimately agreed to huge settlements with each opponent (except Moonves, so far). Shari agreed to rich settlements just in time to avoid having to answer to a judge about her father’s current level of competency.
What mattered is that Shari was in control and free finally fee to repackage the marquee media properties for sale to an even bigger whale.
Some called Shari a hero for taking back her father’s empire on behalf of the family.
"She's a hero because she saved her father's company," says a Hollywood producer who knows Sumner and has met Shari. "Had she not stepped in, it would have been pilfered to death."
Shari now has control and things are looking her way, but it has been a costly effort. Below we tally up some of the costs.
When Sumner Redstone received a star on the Hollywood Walk of Fame in 2012, he was jointed by this trio (l to r) former Viacom CEO Phillipe Dauman, former Paramount Studio head Brad Greay, who died in 2017 and former CBS CEO Leslie Moonves, forced out last year amid sex harassment charges.
THE HIGH PRICE OF WINNING
PHILLIPE DAUMAN: Shari and her team let him keep his golden parachute. He collected $93 million in 2016, his final year at Viacom, up from $54 million the year before, even as Viacom’s profits and stock price drooped. He got $75 million more to go away, plus some mandated bonus payments. In August 2016, Mario Gabelli, the fund manager who holds minority voting shares in Viacom, estimated Dauman’s total exist package at $95 million, on Bloomberg News.
MANUELA HERZER: She received at least $70 million from Redstone between 2011 and 2015, and possibly as much as $150 million, as well as payments to her and her family,. She also ran up untold expenses over four years on Sumner’s credit card for fashions, gifts, travel and more. In the final settlement, Herzer had to pay back $3.25 million. That meant she got to keep all of Sumner's cash and lavish gifts, many to her children that Redstone had given over the years. Herzer did give up her questionable claims as a beneficiary in Redstone’s will. At one time, She stood to receive $50 million and his $20 million mansion. Her sweetener was that the agreement made it virtually impossible for her to be legally challenged again.
SYDNEY HOLLAND: She was Redstone’s original girlfriend, sexy but not wealthy. She teamed up with Manuela to change that. Together, they lived lavishly off Sumner’s name, power and credit cards for about three years. Sydney personally accumulated $75 million, reported The Daily Mail in 2016. Sumner, through Manuela, kicked Sydney out of the mansion in the fall of 2015 after revelations that she had a lover/fiancé. Shari sued Sydney and Manuela, and both answered with their own lawsuits. Sydney charged Sumner was suddenly incompetent. Shari settled with her in 2018. Sydney kept everything she had gotten from Sumner.
Sumner Redstone with his granddaughter Keryn Redstone in 2014
KERYN REDSTONE: Redstone’s will create a trust that holds his billions for his grandchildren. That led to a dispute between Shari and her niece Keryn Redstone, the only daughter of her older brother Brent Redstone. Brent is the estranged son who Sumner bought out of National Amusements for $250 million in 2006 (ending their personal relationship). Sumner, however had a soft spot for Keryn, who was one of the few family welcomed to the mansion when Herzer and Holland ruled. She sided with the girlfriends against Shari in court. There were reports Keryn used to visit Sumner regularly and always left with an envelope of cash (a reported $5,000). After Shari took over at the mansion, Keryn filed a lawsuit seeking her inheritance. She claimed Sumner was incompetent, telling a judge that her grandfather had the presence of a “ghost.” In a complicated out of court settlement, Keryn was guaranteed she would not be cut out of the will and got the same rights as other grandchildren under the trust. Each will be instant millionaires once they turn 40.
THE LUCKY SPERM CLUB: The beneficiaries of the trust are five grandchildren – Brandon, 32; Tyler, 30; Kimberlee, 33; cousins Keryn, 33, and Lauren, 30. According to attorneys who represented some of the grandchildren, they get their share of his fortune when they turn 40, and after Sumner's passing.
There is only one executive who has not gotten his final big payoff from Shari.
LESLIE MOONVES: He made $650.2 million leading CBS after it was separated from Viacom in 2006. His salary in 2016 and 2017 was $69 million, making him among the highest paid American CEO's. When he left under a cloud, he had made $47.1 million for 2018, but that was reduced due to the circumstances to $12.5 million. Under his contract he was due a golden parachute of about $120 million but so far CBS has refused to pay citing his alleged misconduct, and the matter is now headed to arbitration. He will have to get by on $700 million, his estimated net worth as of 2018 according to Forbes.