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Deal to Merge Two Publishing Giants Is on the Verge of Collapse

Penguin Random House’s deal to buy Simon & Schuster, a rival publisher, is close to collapsing after Simon & Schuster’s parent company decided to allow the purchase agreement to expire, according to a person familiar with the decision who spoke anonymously to discuss confidential deliberations.

The deal was already in peril after a federal judge last month blocked the sale from going forward on antitrust grounds. Penguin Random House had said it planned to appeal the decision. But it can only do so if Paramount Global, Simon & Schuster’s parent company, agrees to extend the deal, which expires on Tuesday.

The collapse of the $2.175 billion sale is a major blow to Penguin Random House’s ambitions to expand its enormous market share, and an enormously expensive one. In addition to the significant legal cost of fighting the Justice Department in court, Penguin Random House will have to pay Paramount a termination fee of about $200 million once the deal falls through.

Paramount has decided not to proceed with the merger after concluding that it wasn’t worth challenging the Justice Department in court, according to a person familiar with the company’s strategy. Simon & Schuster’s improved financial performance gives Paramount options should it choose to put it back on the market.

Paramount’s decision not to go forward with an appeal was earlier reported by Reuters. Spokespeople for Penguin Random House, Simon & Schuster and Paramount declined to comment Sunday night.

Understand the Penguin Random House Merger Case

The Justice Department sued to stop the book publisher from buying a competitor, Simon & Schuster. A judge blocked the merger on Oct. 31.

  • A Look Behind the Curtain: The trial offered an unusual glimpse into the publishing world, revealing curiosities about the business of book deals.
  • Why the Government Sued: According to the U.S. government, the merger would make for too much consolidation, diminish competition and push down advances for some authors.
  • The Judge’s Order: Florence Y. Pan, who heard the case, said that the Justice Department had demonstrated that the merger might “substantially” harm competition in the market for U.S. publishing rights. 
  • Fire With Fire: The case highlighted a challenge for book publishers: how to defend against Amazon’s book selling monopoly? Penguin Random House argued that a book publishing monopoly could be the solution.

When the deal was announced in 2020, most of the publishing industry assumed the government would approve it, further cementing Penguin Random House’s status as the largest publisher in the United States. But the Justice Department last year sought to block it, arguing that the merger would result in less competition for books, and would drive down authors’ advances, particularly authors of books that were expected to be top sellers.

Penguin Random House argued that a merger would give more authors access to its highly regarded distribution network, and that efficiencies created by combining the two companies would allow it to pay authors more.

The judge, Florence Pan, sided with the Justice Department, writing in her opinion that the “government has presented a compelling case that predicts substantial harm to competition as a result of the proposed merger of PRH and S&S.”

It was an important victory for the Biden Justice Department, which has taken an aggressive stance against corporate consolidation. Judges have ruled against the government in several of its challenges.

Penguin Random House called the judge’s decision “an unfortunate setback for readers and authors,” and said it planned to immediately request an expedited appeal. In a letter to employees, Jonathan Karp, Simon & Schuster’s chief executive, sought to reassure his staff. “Despite this news, our company continues to thrive,” he wrote. “We are more successful and valuable today than we have ever been.”

Paramount’s decision to exit the deal rather than extend it and seek an appeal means that Simon & Schuster once again faces an uncertain future. The company has posted record results in recent quarters, with sales rising nearly 20 percent in the first nine months of 2022, even as some publishers have posted lackluster results.

Its success and deep backlist of older titles, including works by authors like Stephen King, make it an attractive company to buy. At trial, the chief executives of both Hachette and HarperCollins, two other large publishers, said they might be interested in doing so.

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