With the deadline to appeal Judge Florence Pan’s October 31 decision closing in, reports from multiple media sources say that Simon & Schuster parent company Paramount Global has decided not to extend its purchase agreement, putting the sale to Penguin Random House close to collapse. Without an extension of the purchase agreement, which is reportedly set to expire on Tuesday, an appeal would be virtually impossible, and S&S would likely go back on the market.
Paramount’s decision to forego an appeal doesn’t come as a surprise. Immediately after Pan’s decision came down in late October, sources were pointing out that an appeal could only be made if Paramount agreed, and while PRH CEO Markus Dohle wanted to move ahead, he acknowledged that PRH and parent company Bertelsmann were talking to Paramount executives about “next steps.”
Representatives at PRH and S&S had no comment on the reports this morning.
If the deal is indeed dead, Paramount is entitled to a roughly $200 million breakup fee, something that makes ending the legal fight much more attractive to Paramount than PRH. Even the expedited appeal that PRH is seeking could take as long as nine months to be heard and would further prolong the process of finding a new home for S&S, especially if the appeal was denied and Paramount would need to revive the acquisition process.
In blocking the acquisition, Judge Pan played down PRH’s argument that it would be the best home for S&S, noting that the company had a number of interested parties when S&S first went up for sale in 2020. During the trial, HarperCollins CEO Brian Murray said HC would be interested once again in trying to acquire S&S and Hachette Book Group CEO Michael Pietsch also said he expected Hachette would make a new bid.
It is unclear if Paramount could receive the $2.17 billion offer it received from PRH in a new deal. While HC and HBG may be interested in looking at buying S&S, either one could face a challenge from the government, something that could lower the number of viable bidders. In rejecting the PRH purchase, Judge Pan raised concerns that the acquisition would create a publisher that would dominate its rivals while also worrying about the impact of reducing the Big 5 publishers to the Big 4. If HC or Hachette were to pursue S&,S both companies would need to be convinced the deal could get approved.
Something else that could depress the price is the state of the trade publishing market. After two years of surprisingly strong growth, sales will likely be down this year from 2021 and combined with rising costs, profits are also under pressure. Indeed, HC implemented a round of layoffs earlier this month. In contrast, S&S is having another strong year and sales are likely to top $1 billion for the first time in 2022.