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An Urge to Merge, but in a Vertical Way

I’ve got the urge to merge — and couldn’t be more excited.

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RESTRICTED -- An Urge to Merge, but in a Vertical Way
By
John Schwartz
, New York Times

I’ve got the urge to merge — and couldn’t be more excited.

If you follow the news, you know what a merger is. “Corporations are people,” as Mitt Romney once said. And, like people, when two companies love each other very much, they merge with a special hug.

That hug is just the start of a beautiful process, as I told my children in a series of uncomfortable conversations long ago.

A merger is even simpler when it occurs without love. Two companies combine. It’s just business.

Mergers may not seem as appealing, viewed that way, but that’s just the beginning.

The mergers most of us think of are known as horizontal mergers, which sounds as if it could be fun, right? They involve two companies in the same business that get together to create “synergies” — but really, I think, to cut down on competition.

That kind of merger doesn’t appeal to me. In the business I’m in, which is, basically, writing paragraphs, there’s not enough competition as it is. A horizontal merger wouldn’t help.

I’ve been tantalized by the latest big thing: vertical mergers. They combine companies from different industries that, really, are part of one enormous commercial process.

AT&T and Time Warner engaged in a vertical merger in June. Basically, a major distributor of media combined with a big producer of media, giving the new company the potential of controlling the entire media process, from soup to nuts. Or farm-to-table. Or something. In this case, the newly formed giant is still figuring out how to make all of its parts work together. Or whether it can keep them together, given continuing opposition to the combination from the Justice Department.

Antitrust law is all about trying to make sure that mergers don’t give companies too much power over their markets. Regulators have tended to focus on horizontal mergers, which can give a huge share of the market to the merged company.

Vertical mergers tend to get less of a stink eye from regulators, though experts like Tim Wu, a law professor at Columbia University, have argued that vertical mergers should get as much scrutiny, if not more, since the combined companies can have enormous power over consumers and markets. President Donald Trump campaigned against the AT&T-Time Warner deal, but a federal judge approved it in June.

The Department of Justice said Thursday that it is appealing that ruling — leaving the combined company’s future in doubt.

No matter. At least they’ve managed to merge for awhile. And the thing is, ever since high school I’ve been a big fan of special hugs. Why should corporations have all the fun? I want to try out this vertical merger business for myself.

They sound especially good to me, because I’m vertically challenged: The top shelves at the grocery store are a weekly taunt. I’d love to gain a little verticality.

But how do I get started? I might need to find someone who is a good distributor of paragraphs, someone who can force everybody to read mine, from keyboard to eyeballs.

Or maybe, as my editor says, my strength isn’t really in producing paragraphs but in reporting — and distributing — the news. I might be better off merging with a reliable producer of scandals — sorry, I mean news. Someone like Scott Pruitt, the former Environmental Protection Agency chief. Now that he is out of a job, he might be game. I called Wu for advice, and he was blunt.

“I think you’d soon see that vertical integration is terrible for most things,” he told me. (It’s not just the AT&T deal he objects to.)

He said I should consider “Hillary Clinton’s fateful decision to vertically integrate into email services.”

Hey, Professor Wu! This isn’t a political column.

I thanked him, and moved on.

Maybe I don’t need to get so caught up in details and just focus on a merger that will just put me in contact with money, which is what I’m really interested in.

I was supposed to do that earlier in life. “It’s just as easy to fall in love with a rich girl as a poor one,” my mother told me.

Alas, the poor soul who married me didn’t have much money. We’re still together, and very happy. But a corporate marriage might give me a second chance. And this time, I won’t even need a special hug. The money will be enough.

So I sent an email to Mark Cuban, also known as the billionaire Mark Cuban, and asked him a simple question: “Could I merge with you?”

I laid out my reasons, which included his height versus mine (he is a full foot taller than me), and his dizzying array of business interests, including the Dallas Mavericks NBA basketball team and the investments he makes on the television show “Shark Tank.”

Frankly, I said: “You have a lot of money. I don’t have a lot of money. Vertical integration could help me address this literal deficit in my portfolio.”

I did not hear back for several hours, and figured he had blown me off, as other rich people did — or, at least, their people blew me off. (Tough luck, Dennis Rodman, you don’t know what you’re missing!)

But Cuban sent me an email. “Wow,” he said. Then he analyzed the deal.

“Well, the first issue is that you have to be able to come up with a lot of cash. Did I say a lot of cash?” He said I’d need so much cash that “you would make me blush.” After all, he’s a billionaire, with a B.

With enough money, he said, “I think we can get the Department of Injustice to approve the merger quickly.”

Man, is everyone political now?

He wasn’t very excited about all the paragraphs I’m able to churn out. “I mean not to be arrogant, but who writes any more. The world is about snaps. Preferably selfies.” And I could not fault his logic.

“I on the other hand am very good at tweeting,” he said. “Not about anything in particular. In fact I spend so much time reading tweets that I don’t have time to do more than retweet.”

And so, he said, “Together we would do nothing.” Which is, he explained, perfect. “It’s obvious that the stock market would value highly that neither of us is very accomplished at anything.”

On Wall Street, he said, “Doing nothing goes a long way with investors.”

Cuban explained: “When you do nothing, nothing can go wrong and sell-side analysts can talk up your stock and tell the world how management hasn’t done a single thing wrong since they started covering the company.” The stock of our vertical merger “will skyrocket,” he said.

He concluded with this: “So I accept your offer to merge,” and added a little smile text emoji. :)

It might have been a joke.

No matter. I’m totally convinced! I’m going vertical, baby. All I’ve got to do now is get the money together for this merger. I mean, is this idea any sillier than valuing an electric scooter company at $2 billion?

As Cuban suggested, on Wall Street, anything is possible.

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