Business

“It’s Better Just to Get Done With This F--king Problem”: Is Vice CEO Nancy Dubuc—And Big Investor TPG—Hoping for an Exit Strategy With CBS-Viacom?

The millennial media behemoth is struggling, and Dubuc, says one insider, has been “cozying up” to Shari Redstone. But CBS-Viacom isn’t biting—yet.
Nancy Dubuc
By Michael Cohen/Getty Images.

Vice Media has a big problem, and Nancy Dubuc, its CEO since March 2018, is doing her best to try to solve it. One of her gambits in the last few months has been to shop the private media company to what may soon be a merged CBS-Viacom, according to what a number of people tell Vanity Fair. She is said to have been “cozying up” to both Shari Redstone, the mogul who controls CBS and Viacom, and David Nevins, the CEO of CBS’s Showtime division and the chief creative officer of CBS. (Dubuc declined to comment, as did CBS.)

Inside Vice’s Williamsburg headquarters, Dubuc has made a deal with CBS-Viacom a strategic imperative, according to insiders. Not only does the deal make a lot of sense to her, these people say, but if she could only get back inside a real corporation, she might have a chance to resurrect her own once-high-flying career, which has stalled and started to descend, not unlike Vice’s valuation, which was as high as $5.7 billion two years ago and now is closer to around $1.5 billion, if that.

Dubuc’s problem is that she may not be able to get the attention of CBS and Viacom at the moment. The biggest open secret on Wall Street these days is the soon-to-be-announced merger between CBS and Viacom; the latest speculation is that their merger will be announced on August 8 when both companies report second-quarter earnings. And that internal preoccupation has chilled whatever interest there might have been for a deal with Vice, CBS-Viacom insiders say.

A deal for Vice makes sense for CBS-Viacom to consider, at the right price. CBS skews toward an older demographic, notwithstanding its recent streaming efforts, and Viacom, with Nickelodeon and Comedy Central, skews toward a younger demographic. With its vaunted (and possibly oversold) cache of 20- and 30-somethings, Vice would be a nice fit in the middle of the two of them.

Then there is the ongoing programming turmoil inside Vice that could make the timing ripe for a deal. In February, CBS’s Showtime snagged Desus & Mero away from Vice after Vice had nurtured the titular Bronx comedy duo for years. Then in April, after a brief month-and-a-half stint, Viceland abruptly canceled Vice Live, its nightly live television show, due to low ratings. “It was the two worst hours of TV ever made,” one Vice insider tells me, “and ruined morale inside the company.” Viceland is said to continue to have its own ratings troubles. Then in June, HBO canceled Vice News Tonight and terminated its seven-year relationship with Vice Media. A number of top Vice Media executives—including Jonathan Smith and Rachel Schallom, at vice.com, and Josh Tyrangiel, who oversaw Vice News Tonight—have left the company in recent months. (There have been several new hires, including Jesse Angelo, the former publisher of the New York Post, to be the company’s global head of news and entertainment.) Vice Media has also reportedly been in talks to acquire Refinery29, an online media company directed toward younger women.

While Dubuc’s contract is said to reward her for selling the company, agreeing on a fair valuation for Vice poses a stumbling block. In June 2017, when Vice was at the white-hot epicenter of angsty millennial programming, TPG Capital, the behemoth San Francisco private-equity firm, invested $450 million at a valuation of $5.7 billion. (Other investors, albeit at much lower valuations, include MTV cofounder Tom Freston and the Raine Group, a boutique investment bank cofounded by Joe Ravitch and Jeffrey Sine, former Wall Street M&A bankers. As a result of its acquisition of Fox, Disney owns about 27% of Vice.)

But six months after TPG made its investment, big trouble hit Vice in the form of a variety of #MeToo-related revelations. Vice cofounders Shane Smith and Suroosh Alvi told the New York Times, “From the top down, we have failed as a company to create a safe and inclusive workplace where everyone, especially women, can feel respected and thrive.” In March 2018, Smith, who was also Vice’s CEO, announced that he would leave that position to become the company’s executive chairman, paving the way for Dubuc, the former CEO of A+E Networks, to succeed him.

According to some familiar with Dubuc’s strategic thinking, she has viewed a Vice acquisition by CBS-Viacom as the company’s best near-term exit strategy and has asked for various analyses to be done about what the combination would look like and what Vice News would look like inside CBS News. Even though Vice lost Desus & Mero under Dubuc’s watch, she is said to have pointed to the show as an example of the value Vice could bring in an acquisition. A source described the argument to CBS-Viacom as, Vice “nurtured this team and then delivered them to you. This is exactly what we can do for you. We’ll be the lab that makes all this great new, young, diverse stuff for CBS-Viacom.”

According to a company insider, the valuation of Vice Media these days is around $1.5 billion. “Could someone get wild-eyed and be in need and bid up the price to $2 billion?” this person asked. “Maybe. But the notion that anyone is paying $5.7 billion is long gone.” If CBS-Viacom were to buy Vice, it would obviously love to spend as little as possible. But TPG could lose around 75% of its investment at the $1.5 billion valuation, depending on the terms of the convertible preferred stock it bought.

One possible solution is that TPG’s paper loss could be made up by taking back stock in the combined CBS-Viacom. As a sophisticated financial buyer, TPG is sure to be realistic about the current valuation of Vice and may see its best (only?) hope for a decent recovery if the company is part of a bigger, publicly traded enterprise. So it makes sense to count TPG in the camp supporting Dubuc’s efforts. But the biggest question remains whether Dubuc could pull off a sale in the first place. “At a valuation of $1.5 billion, or $1.2 billion, she wants to get out,” the insider told me. “Nobody at TPG and nobody at the Raine Group or Tom Freston has higher expectations. They aren’t delusional. They know their money [in Vice] is not coming back. It’s better just to get done with this fucking problem.” (TPG and the Raine Group declined to comment; Freston did not respond to a request for comment.)

One key to any possible deal, of course, is Bob Bakish. He is currently the CEO of Viacom and, according to the Wall Street Journal, is slated to become the CEO of the combined CBS-Viacom whenever that deal gets announced and then closed. Three years ago, when Vice was looking for new investors and Bakish had just been tapped by Shari Redstone to lead Viacom, he was adamant that Viacom would not be a Vice investor. “Unequivocally I have no interest in buying a stake in Vice, and we are not going to do it,” he told Variety then. Obviously that was a different time, when the valuation of Vice was far higher than it is currently. Would Bakish be interested in all of Vice at today’s valuation? Would he consider a deal now despite what he said before? No chance, a Viacom source tells me. In fact, he says, Bakish’s elevation to become the CEO of the merged CBS-Viacom was nothing less than “a death knell” for all talk of an acquisition of Vice.

But there’s another key to any possible deal: What does Shari Redstone think?

This article has been updated.