Season 9 ends at the beginning — with the man who changed Hollywood forever and wrote the blueprint for A16Z’s upending of Silicon Valley a generation later, Michael Ovitz and his “Dream Factory”, Creative Artists Agency. From Jurassic Park to Ghostbusters, Back to the Future, Goodfellas, Rain Man, ER, and even the Coca-Cola polar bears... almost nothing in 80s and 90s pop culture didn’t have CAA’s stamp on it. Speaking of dreams, this episode was totally one for us, and we hope you enjoy listening to it as much as we did making it!!
Big news!! All back catalog LP Show episodes are now free and available to anyone!! You can follow our new public LP Show feed here in the podcast player of your choice. It's already chock-full of 60+ great episodes like our VC Fundamentals series, interviews with founders of top early-stage startups, and master classes on pricing, marketplaces, SaaS investing and many more topics. Happy listening and happy holidays to everyone!!
Note: Acquired hosts and guests may hold assets discussed in this episode. This podcast is not investment advice, and is intended for informational and entertainment purposes only. You should do your own research and make your own independent decisions when considering any financial transactions.
We finally did it. After five years and over 100 episodes, we decided to formalize the answer to Acquired’s most frequently asked question: “what are the best acquisitions of all time?” Here it is: The Acquired Top Ten. You can listen to the full episode (above, which includes honorable mentions), or read our quick blog post below.
Note: we ranked the list by our estimate of absolute dollar return to the acquirer. We could have used ROI multiple or annualized return, but we decided the ultimate yardstick of success should be the absolute dollar amount added to the parent company’s enterprise value. Afterall, you can’t eat IRR! For more on our methodology, please see the notes at the end of this post. And for all our trademark Acquired editorial and discussion tune in to the full episode above!
Purchase Price: $4.2 billion, 2009
Estimated Current Contribution to Market Cap: $20.5 billion
Absolute Dollar Return: $16.3 billion
Back in 2009, Marvel Studios was recently formed, most of its movie rights were leased out, and the prevailing wisdom was that Marvel was just some old comic book IP company that only nerds cared about. Since then, Marvel Cinematic Universe films have grossed $22.5b in total box office receipts (including the single biggest movie of all-time), for an average of $2.2b annually. Disney earns about two dollars in parks and merchandise revenue for every one dollar earned from films (discussed on our Disney, Plus episode). Therefore we estimate Marvel generates about $6.75b in annual revenue for Disney, or nearly 10% of all the company’s revenue. Not bad for a set of nerdy comic book franchises…
Total Purchase Price: $70 million (estimated), 2004
Estimated Current Contribution to Market Cap: $16.9 billion
Absolute Dollar Return: $16.8 billion
Morgan Stanley estimated that Google Maps generated $2.95b in revenue in 2019. Although that’s small compared to Google’s overall revenue of $160b+, it still accounts for over $16b in market cap by our calculations. Ironically the majority of Maps’ usage (and presumably revenue) comes from mobile, which grew out of by far the smallest of the 3 acquisitions, ZipDash. Tiny yet mighty!
Total Purchase Price: $188 million (by ABC), 1984
Estimated Current Contribution to Market Cap: $31.2 billion
Absolute Dollar Return: $31.0 billion
ABC’s 1984 acquisition of ESPN is heavyweight champion and still undisputed G.O.A.T. of media acquisitions.With an estimated $10.3B in 2018 revenue, ESPN’s value has compounded annually within ABC/Disney at >15% for an astounding THIRTY-FIVE YEARS. Single-handedly responsible for one of the greatest business model innovations in history with the advent of cable carriage fees, ESPN proves Albert Einstein’s famous statement that “Compound interest is the eighth wonder of the world.”
Total Purchase Price: $1.5 billion, 2002
Value Realized at Spinoff: $47.1 billion
Absolute Dollar Return: $45.6 billion
Who would have thought facilitating payments for Beanie Baby trades could be so lucrative? The only acquisition on our list whose value we can precisely measure, eBay spun off PayPal into a stand-alone public company in July 2015. Its value at the time? A cool 31x what eBay paid in 2002.
Total Purchase Price: $135 million, 2005
Estimated Current Contribution to Market Cap: $49.9 billion
Absolute Dollar Return: $49.8 billion
Remember the Priceline Negotiator? Boy did he get himself a screaming deal on this one. This purchase might have ranked even higher if Booking Holdings’ stock (Priceline even renamed the whole company after this acquisition!) weren’t down ~20% due to COVID-19 fears when we did the analysis. We also took a conservative approach, using only the (massive) $10.8b in annual revenue from the company’s “Agency Revenues” segment as Booking.com’s contribution — there is likely more revenue in other segments that’s also attributable to Booking.com, though we can’t be sure how much.
Total Purchase Price: $429 million, 1997
Estimated Current Contribution to Market Cap: $63.0 billion
Absolute Dollar Return: $62.6 billion
How do you put a value on Steve Jobs? Turns out we didn’t have to! NeXTSTEP, NeXT’s operating system, underpins all of Apple’s modern operating systems today: MacOS, iOS, WatchOS, and beyond. Literally every dollar of Apple’s $260b in annual revenue comes from NeXT roots, and from Steve wiping the product slate clean upon his return. With the acquisition being necessary but not sufficient to create Apple’s $1.4 trillion market cap today, we conservatively attributed 5% of Apple to this purchase.
Total Purchase Price: $50 million, 2005
Estimated Current Contribution to Market Cap: $72 billion
Absolute Dollar Return: $72 billion
Speaking of operating system acquisitions, NeXT was great, but on a pure value basis Android beats it. We took Google Play Store revenues (where Google’s 30% cut is worth about $7.7b) and added the dollar amount we estimate Google saves in Traffic Acquisition Costs by owning default search on Android ($4.8b), to reach an estimated annual revenue contribution to Google of $12.5b from the diminutive robot OS. Android also takes the award for largest ROI multiple: >1400x. Yep, you can’t eat IRR, but that’s a figure VCs only dream of.
Total Purchase Price: $1.65 billion, 2006
Estimated Current Contribution to Market Cap: $86.2 billion
Absolute Dollar Return: $84.5 billion
We admit it, we screwed up on our first episode covering YouTube: there’s no way this deal was a “C”. With Google recently reporting YouTube revenues for the first time ($15b — almost 10% of Google’s revenue!), it’s clear this acquisition was a juggernaut. It’s past-time for an Acquired revisit.
That said, while YouTube as the world’s second-highest-traffic search engine (second-only to their parent company!) grosses $15b, much of that revenue (over 50%?) gets paid out to creators, and YouTube’s hosting and bandwidth costs are significant. But we’ll leave the debate over the division’s profitability to the podcast.
Total Purchase Price: $3.1 billion, 2007
Estimated Current Contribution to Market Cap: $126.4 billion
Absolute Dollar Return: $123.3 billion
A dark horse rides into second place! The only acquisition on this list not-yet covered on Acquired (to be remedied very soon), this deal was far, far more important than most people realize. Effectively extending Google’s advertising reach from just its own properties to the entire internet, DoubleClick and its associated products generated over $20b in revenue within Google last year. Given what we now know about the nature of competition in internet advertising services, it’s unlikely governments and antitrust authorities would allow another deal like this again, much like #1 on our list...
Purchase Price: $1 billion, 2012
Estimated Current Contribution to Market Cap: $153 billion
Absolute Dollar Return: $152 billion
When it comes to G.O.A.T. status, if ESPN is M&A’s Lebron, Insta is its MJ. No offense to ESPN/Lebron, but we’ll probably never see another acquisition that’s so unquestionably dominant across every dimension of the M&A game as Facebook’s 2012 purchase of Instagram. Reported by Bloomberg to be doing $20B of revenue annually now within Facebook (up from ~$0 just eight years ago), Instagram takes the Acquired crown by a mile. And unlike YouTube, Facebook keeps nearly all of that $20b for itself! At risk of stretching the MJ analogy too far, given the circumstances at the time of the deal — Facebook’s “missing” of mobile and existential questions surrounding its ill-fated IPO — buying Instagram was Facebook’s equivalent of Jordan’s Game 6. Whether this deal was ultimately good or bad for the world at-large is another question, but there’s no doubt Instagram goes down in history as the greatest acquisition of all-time.
Methodology and Notes:
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Transcript: (disclaimer: may contain unintentionally confusing, inaccurate and/or amusing transcription errors)
David: I was watching you with Bill Murray at the 92nd Street Y.
Michael: How great is Bill, right?
David: He's like the worst interviewer ever, but he’s hilarious. He’s Bill Murray. We'll let you talk more than Bill did.
Ben: Welcome to season 9, episode 8, the season finale of Acquired, the podcast about great technology companies and the stories and playbooks behind them. I'm Ben Gilbert and I'm the co-founder and managing director of Seattle-based Pioneer Square Labs and our venture fund, PSL Ventures.
David: I'm David Rosenthal. I am an angel investor based in San Francisco.
Ben: We are your hosts. He was the most powerful man in Hollywood for two decades. He is responsible for movies and TV shows you love like Late Night with David Letterman, Jurassic Park, Back to the Future, Rain Man, Goodfellas, and literally hundreds of others. We are here today with Michael Ovitz to tell the story of the Creative Artists Agency (CAA), the legendary talent agency he founded in 1975 that changed the power structure in Hollywood forever, and not just Hollywood.
As many of you probably know from our earlier episode this season, Michael and CAA inspired none other than Marc Andreessen and Ben Horowitz to similarly change the power structure of Silicon Valley.
David: Boy, did he ever? What a great way to end the season. I am so pumped. Before we dive in, for the last time in season 9, I would like to welcome our presenting sponsor, pilot.com. Pilot is the backbone of the modern financial stack for startups. They themselves, as you know, are backed by all-star investors like Sequoia, Index, Bezos Expeditions, and Stripe. They are truly the gold standard for startup bookkeeping. Now over to our conversation with Pilot cofounders, Waseem Daher and Jessica McKellar.
As we come to the end of the season, let's turn to Pilot as a company itself. Not only do you serve startups, but obviously you've been an incredibly successful one. I'm curious, what advice would you have for all the founders listening who are earlier in their journey or maybe haven't even started a company yet but are thinking about starting one someday in the future.
Jessica: Real talk, thing number one is you need to take a problem or pick a market where you can actually build a company that can make money. But leaving that aside, I can say this from having worked with Waseem and our co-founder, Jeff, for nearly 15 years at this point. Pilot’s our third company. We’ve been through two acquisitions together. Having a founding team that works well together, that has values aligned really does make a difference for maximizing the chance of having a successful business. It's such a precious thing that we found each other. I know, at least, I'm never going to let go of them.
Waseem: In addition to the team being really important, I think it's critical that you really remain focused, which is that your company has one job, which is to make a product or service that your customers want to give you money for. In other words, you have to be laser-focused on solving a real hair-on-fire need for your customer base. Anything that you're doing that is not in service of solving that hair-on-fire problem is frankly time you're wasting.
David: Well, I can't think of any better note to end our time together this season on, nor frankly, any better pitch for why all startups should be using Pilot for all their bookkeeping, tax, and CFO needs. Thanks so much to both of you for joining us for this whole season.
Waseem: Thanks for having us.
David: You can learn more about Pilot and whether they can help your company eliminate the pain of tax prep and bookkeeping by going to pilot.com/acquired. Thanks to Waseem and Jessica. All Acquired listeners, if you use that link, you will get 20% off your first six months of service. Thank you, Waseem, Jessica, and all of Pilot.
Ben: No kidding. Listeners, before we dive in, many of you already know this. A ton of you have already subscribed but the LP Show is now publicly available in all podcast players for free. Only the first two weeks of brand new episodes are in the private feed. Everything else you can go search Acquired LP Show in the podcast player of your choice and get all those episodes. Now, without further ado, our conversation with Michael Ovitz.
David: Michael, welcome to Acquired.
Michael: Thank you very much.
David: It is so great to have you here with us. We're thinking, of course, like any good creative artists, we're going to steal from your book, we're going to start in the media's rest, and then rewind just to set the stage for what's to come.
Michael: Just don't ask me any hard questions.
David: Well, I think you'll enjoy telling this story. Can you tell us the Jurassic Park story?
Michael: You must be like me and like dinosaurs.
David: Well, that was the key to all of it, right? Everybody likes dinosaurs.
Michael: I think that's accurate. That's what got that movie made, basically.
Ben: You had a preexisting relationship with Michael Crichton, but he hadn't produced any new material in a while, is that right?
Michael: Michael was a client of mine starting in the late '70s. We developed an extraordinarily close personal relationship that went way beyond our professional relationship. I literally talked to him every day of the week. I did that not because he was a client, partially because he was a friend, but mostly because he was one of the smartest and most interesting people.
David: He was really like a Leonardo da Vinci type, right?
Michael: He was amazing. Here's a guy who was a medical doctor, screenwriter, director, travel writer, short story writer, novelist, and just was probably the greatest guest to ever have at a dinner party because he could talk about anything with an extraordinary depth of knowledge.
It's fascinating to me because later we'll talk about another friend of mine who I love putting together, and that's Marc Andreessen. The two of those guys probably suck 90% of the brainpower that God gave away in their birth years. They’re just extraordinary. But Michael ran into a very tough patch, really tough patch.
A lot of writers and creative people—you've probably heard of the expression writer's block—occasionally it doesn't flow. Artists have it as well. I have a friend who's a phenomenal painter and she just couldn't get it together for six months. It just wasn't coming out.
I think that Michael was in a position where he was going on a couple of years, and he just wasn't happy with what was coming to him. I used to have lunch with him once a week. I would push him constantly at the lunches to try to see if I could ignite a small spark. At one of the lunches, when things seem their bleakest, he said to me, what do you think of three people, age younger and maybe just one’s a little older person stranded in an amusement park off the coast of South America, and the core of the amusement park are prehistoric animals?
I looked at him and I said, wow, my young son likes dinosaurs, I like dinosaurs, and my dad likes dinosaurs. This is really an extraordinarily interesting idea. We then talked for almost three hours about paleontology. Is it possible you could breed these types of beings in the 20th century? Could it be made real? Is it possible, in those days, with the kind of technical know-how that was available in the '90s to do it?
We came to the conclusion that it was worth him sitting down and trying to write it. Lo and behold, he sat down, and five months later, he called me up. He said I'm sending you a draft of a book about what we talked about.
He sent it over and I remember sitting down around 6:00 PM. 6:30 PM I had something to eat. I had left the office early and I just started reading type-written manuscript pages. I didn't finish until around 3:00 AM. I called him at 7:00 AM and I said, this is the best thing you've written in 10 years. I said I just couldn't stop turning the pages.
Just as an aside, one of the great tasks of whether something works or not is how quickly you turn the page. You know from reading, just recreationally, if you turn the page you like the book. I just devoured this book. I said to him, look, this is brilliant. It'll make an amazing book. It'll make an amazing movie.
I said there's only one guy in my mind that can make this movie. They're not two guys, three guys, or four guys. There is one guy and if we don't get him, I would be worried about what this movie looked like. He said, who? And I said, Steven. In our world, there are certain people that have single names. There's Madonna, there’s Cher, and there's Steven.
David: Of course, Steven Spielberg who is also the one director who is not your client.
Michael: He was not my client and I wanted him to be a client very badly. My brain started to work overtime. Basically, I said, Michael, I'm going to call Steven. At 9:00 AM, I called Steven. We talked and I said I've got something I want to send you. I know you don't read at night, so I'm going to call your wife, Kate Capshaw. I'm going to ask her permission for you to disappear tonight and read.
David: This is like a classic agent trick is to call somebody’s spouse.
Michael: I had no choice because I had to create a sense of urgency around this. But also, I didn't want to oversell, and I didn't want to undersell. He agreed. He said, call her. I did. She agreed. I sent him the book. He said, how much time do I have? I said, you've got today and tomorrow. Lo and behold, the next morning, at 7:30 AM, my phone rang. It was Steven. He said, this just knocked my socks off. He said, I couldn't believe this book. He said, I'm making this movie.
Ben: What year was this?
Michael: This was about a year before the movie was made.
David: '91, '92?
Ben: It's very unusual to begin this level of pre-production on a movie even before the book is published. I mean this is in the first version of the manuscript, right?
Michael: Yeah, this is highly unusual. What's even more unusual is I asked Steven to commit to the movie subject to a budget. We had no distributor and no financing. Steven was the most sought-after director in the business. To his credit, he said okay. I called his producer, Kathy Kennedy, who oddly her husband, Frank Marshall, was my college roommate.
David: Whoa, no way.
Michael: I had a little credibility there.
David: Kathy runs Lucasfilm now, right?
Michael: Or no credibility, David, depending on how you look at it. I said, can we get a budget on this book? He said, sure. He said, but do you have a script? I said, no. I sent him the book. I sent her the book. They both read it. We did a rough budget, and Michael decided to write the script, subsequently brought in some help.
Basically, I went to Universal which was where Steven was housed. I called the head of the company, Sid Sheinberg. It was kind of a famous saying at the moment, but I said, Sid we got good news and bad news. He said, great. What's the good news? I said, we've got a Michael Crichton book, Michael Crichton screenplay, Steven Spielberg's committed to direct. Kathy Kennedy's going to produce. I said, and it's about dinosaurs which we all love. It's about three people trapped in an amusement park gone awry loaded with prehistoric animals.
David: Sid, of course, is the number two to Lew Wasserman who we're going to talk about it in a minute.
Michael: Sid says, okay. That sounds amazing. What's the bad news? I said, Sid, the bad news is you don't own it and we do.
Michael: I said, so Steven doesn't control it, which means your first look with him disappears. But Steven wants to make the movie at Universal. He said, how much time do I have? I said, 24 hours. He asked what the deal was. I told him the deal that we were going to be partners with Universal, dollar for dollar. He got back to me about 12 hours later and he said, we’re in. This was all done under the tutelage of CAA with Crichton, Spielberg, Kennedy, and Frank Marshall who helped us with the budget. It was one of the premier packages we ever put together.
David: We're going to talk a lot more about packages and everything you pioneered, but in the old world, the old Hollywood, all these people would have been under contract with the studio and just paid employees, paid labor. Jurassic Park went on to gross $1 billion.
Michael: Actually, if you add all of them together, it's much more than that.
David: Wow. Your team, the creative team, and CAA kept 50% of that billion-plus.
Michael: Well, the creative people had 50, which means we had 5.
David: Right, because you had 10%.
Michael: Yeah. Even though everyone chided as saying we never took 10%, they were all wrong.
Ben: Is my math right then that Steven had about 50% of that and Michael had about 50% of that? Each of them ended up with $250 million from this franchise?
Michael: I don't know what they ended up with. They didn't have an equal split.
Michael: Steven had more because as a director you command more. But they both did very well. As David brought up, if this was done under the old studio system, all of them would have been under contract to a different studio. The odds of loaning them out were nil. Then the odds of getting this made outside the system would have been almost impossible.
Ben: Before we dive into this old system that David's going to take us to here, I just want to point out how unusual it is. I mean you represented Michael, and for years he's sitting there with writer's block. You just get in lunch with them every week coaxing him along, trying to figure out what that next big thing is. Even though he's your client and you're spending all this time and attention, the agency business model is to get 10% of what actors, directors, writers are creating. If he's not creating anything, you're spending a ton of time with him as obviously a client, friend, and as your belief in his future that sort of made this all possible.
Michael: Well, that's true, but I will say one thing about the agency business that is really not well known. Agents are depicted as money-grubbing, as not loyal, aggressive, short-sighted sometimes. But the reality of it is I don't know many agents like that. The agents that I dealt with at CAA, the agency that I competed against were vigorously and ferociously loyal to their clients. A lot of them were in the same position I was with Crichton. There is zero chance that I would've let that guy down, none.
I knew he was having a tough time. It was my job to be there for him. Not a discussable issue, not a choice, not an option. I had to be there. I will tell you, I tried some hokey things to get stimulated. I brought him other people's ideas. Sometimes I bring him an idea so bad to try to get a chuckle out of him where he'd look at it and say, what are you thinking? I said, well, I'm thinking that maybe you'll think this is so bad that you could do something just a little bit better.
Frankly, the agency, to their credit, went around telling everyone that Crichton was working on an original, and by the way, that was unequivocally untrue. He was working on nothing. I mean he could barely get out of bed in the morning. He was really wiped out. He felt he'd just spent all his creative currency. My job was to just back him up, and stimulate him into thinking that he could do it again.
Michael: Back when all these folks were under contract—I mean reading about old Hollywood, and learning how the old studio system worked, to me it's like a sports league. There were five teams, the major studios, then a couple of independents, a couple of major minors. They were all a sports team that had the owners back in New York and had the GM and the manager, these were the studio bosses. All the actors, directors, writers, they were players. They're like Lebron James. They might be paid well. That's a bad example because the players make so much money now.
Ben: Think of NFL players in the '70s.
David: Yeah, they played for the team. If they didn't go out and play, they would get suspended.
Michael: I think that you could safely compare the studio system to today's NFL. They had people that made a lot of money. They had artists that were getting, in their time, substantial sums of money. The Douglas Fairbanks, the Mary Pickfords. Then if you move into the next era, the contract players, the Clark Gables, the Jimmy Stewarts, the Cary Grants, they were paid, in those days money that was unthinkable.
Ben: Even for the folks where it was a large amount, it was committed upfront. They didn't get a share of the proceeds until—who was the first to really get a gross proceeds deal?
Michael: The first is the famous story of the movie Winchester '73, where Lew went into the studio and suggested a lesser front money payment for a piece of the back end. Prior to that, artists were paid what's called flats, which is a flat fee, and they didn't get basic participation. I think that what he did is he changed the entire fabric of the business.
David: So that was Jimmy Stewart in Winchester '73 and Lew was his agent.
Michael: Yes, he was his agent, which is funny because Lew went to the other side. If you go all the way up to Jurassic Park, he got stuck with participation. I had a similar issue with Lew and Sid over Back to the Future.
Ben: Where they were running the studio and by this point in history, Lew's original trick of, hey, let's get Jimmy Stewart cut in on the back end. He's a partner in this movie, he's going to participate from the upside. You would take what he did and what CAA really did was multiply that over and over and over again such that the talent was really participating in the upside. Then by the time you bring Jurassic and you bring Back to the Future to Lew when he's a studio head at Universal, that's got to be kind of a wild full turn of events to really get the better of that deal.
Michael: It was interesting. One of the things I said to Lew when our director Bob Zemeckis, who's a brilliant director, was going back for Back to the Future II and III, and I wanted a larger participation for him. My opening line to Lew was, you cause this problem. It didn't go over very well, by the way.
David: Who was Lew? Because from the outsider's perspective, here's how I sort of see things. Lew was an agent who's like Anakin Skywalker, right? He was like fighting for the artists to get way more of the upside, but then he went to the dark side, and he stopped being an agent. MCA, his agency, bought Universal, and all of a sudden he's on the other side of the table as a studio boss now, from your perspective, trying to stiff the artists. How did this happen?
Michael: He made a decision. First, he bought the pre-1948 Paramount library for Universal, and he made a decision, basically, that it was better economics on the other side of the deal. Why take 10% when you can have 90%? First, he bought reviewed television, then he bought Universal. For a period, by the way, Lew was still an agent while he owned review television.
David: Oh my goodness.
Michael: So he had the ultimate monopoly.
David: He's on both sides of the transaction.
Michael: I've always felt, and I still do, I'm really interested in dealing with conflicted people because if you have a conflict, in essence, you want it to work out on both sides. A lot of times I'll go to someone with a heavy conflict to this day to work out a problem.
David: I'm thinking of Lew and MCA as sort of opening up a seam for artists, but then closing it again, but maybe that's not totally accurate. How would you characterize Lew then and what he did with Universal?
Michael: They gave participations out. They didn't stop. They negotiated hard and tough on their side, no different than we did on our side, but they were sympathetic too. They didn't just say, look, we're not doing this. We're reversing it all. Frankly, SCA gained momentum in the '80s and early '90s. They didn't have a lot of choice because of the 50 top-grossing directors, for example in '90, CAA represented like 45 of them. It was impossible. You couldn't say no.
I remember when we signed Mike Nichols, may he rest in peace, a great director. I'll never forget a call he made to me. He was getting $2.5 million to direct. When he became a client of ours, we went to make a deal for him. I called him up and I got them $5 million and he said, I don't understand, that's not my price. I said, well, it is in the context of being a CAA client because $5 million was what the top directors made at that point in time.
I said, Mike, you're a top director. I said, if you want, I'm happy to take $2.5 million of it and donate it to charity. At the time, I was raising money for the UCLA Hospital. We were going to rebuild it. I said, I'd be very happy to take that $2.5 million for the hospital, and he said, I'd love to do that, but I'm very pleased to have the full amount.
David: Did he make a donation to the hospital at least?
Michael: He did. He made a small donation. It was not $2.5 million, but he was very generous. He was a great man and a great director.
Ben: Let's go back to this era before you got into the business here. You mentioned Lew bought this pre-1948 catalog, which was a genius move because you could then run these films on television, which was rapidly sort of proliferating around the US, and make all this money on owning the rights to this catalog that are playing.
Meanwhile, MCA buys Universal so you have one company there that's both an agency and a studio. Washington DC, of course, doesn't like this and they use the same word that you did, which was a monopoly. The hammer comes down and my understanding is MCA couldn't function as an agency anymore, right? That MCA Universal turned into a pure studio?
Michael: Let me give you a sidebar rumor that most of us that were in the business would bet on as a fact. Lew was the chief fundraiser for the Democratic Party in West LA. There are stories galore that Lew called one of the Kennedy brothers and suggested that MCA be broken up as a monopoly.
David: Why would he do that?
Michael: If it's true, it makes a lot of sense because it's brilliant. What Lew didn't want was MCA to stay together as an agency and leverage him at Universal. By breaking up MCA, that whole company went into a group of tiny agencies, none of which could give him a problem until we came along. We were his worst nightmare because we created MCA on steroids, and we would never sell any idea or client unpackaged or naked to a studio ever. Anything we did was pre-packaged where we controlled all the elements and our clients controlled their own destiny.
David: By controlled all the elements you mean the script, the director, the stars?
Michael: Everything. It was in our clients’ best interest for us to go with a package to negotiate because the counterparty, they have no choice, so we could dictate terms. Frankly, we legally set prices, even though you're not supposed to price set, we basically did it.
Ben: Because you owned the scarce commodity, which was the complete package and no one else had access to that, and then you would just go sell that one package.
Michael: That's right. If you had Stripes, Ghostbusters, Gandhi, Twins, Kindergarten Cop, or any of the 350 films that we packaged Tootsie, Rain Man, you can go down a forever list, you had a choice. You'd buy the package, or we’d sell it to somebody else because we viewed the studios as distribution entities. We didn't need them to tell our clients how to make the films. Now we did need them to distribute and market. They were great at that. We never sold a single piece of material on its own, ever. It all came wrapped up with elements.
Ben: Where did that insight come from? Because I know in the sort of pre CAA studio world, the talent agencies would represent the talent, and then the studios would do development. They would buy the script, they would attach a director, they would turn it into a film, and then they would go cast the actors. How did you get the idea of oh, we could do that?
Michael: The idea was pretty simple, frankly, in that when we started in '74, we didn't have any clients. All we had were relationships. All we could do is put elements together and try to attach ourselves and hang on to a bucking bronco. By doing that, if we could hang on, it developed that as we took clients in, we'd surround them with elements because it became very clear to us the clients were the creative force. They were the ones that were going to dictate what was going to happen.
It was kind of the same reason that I encouraged every one of the agencies to read a lot of magazines. You can't think of magazines today the way we did because, in the '70s, '80s, '90s, and early 2000, magazines were a vital part of the culture of the country.
David: They were the internet.
Michael: It's correct, pre-internet. My thesis was that art directors of magazines and editors were always six months ahead. They had to be because it took three months to get a magazine out and a month to let it sit on a newsstand. They had to think six months in advance.
I urged everyone at the agency to read. We had a list of 100 titles that they needed to look through every month. I subscribed to 200 magazines and I didn't read them all but I would sit and thumb through them while I was on the phone. I would read things like Golf Digest, Motor Trend, Automobile, Car and Driver. Why did I read those? I'll tell you why.
When I met Paul Newman, I actually had something to talk to him about because Paul Newman loved cars. Now, could I talk for days? No, but I had enough to get through an hour. Whatever we read current events, we read women's magazines like McCall's, Redbook, Vogue, and Marie Claire. Why did we look at these?
One, to see what fashion looks like. If you want to talk to an actress, you got to have some insight into the look, feel, and what people are thinking. It doesn't mean it was always right, but it gave us a firm overview of the editorial process by people whose job it was to predict the future.
Ben: You're in the business of being able to relate to people and quickly build strong trusted relationships.
Michael: Also get a sense of where culture is going. We got the account to do all the advertising for Coca-Cola because we were really culture mavens. We really had a sense of what the audiences wanted to see, and before we did this, there was this unwritten rule that only buyers could do that, studio executives, and network executives. I had a partner named Bill Haber who was head of our television department.
David: He was one of your founding partners, right?
Michael: Yeah. Bill Haber could read a screenplay, a teleplay, and give as good notes as an executive at any television company. As a matter of fact, I could probably make an argument he could probably do it better. He was really good at it. We put together Shōgun as a mini-series. Everyone said Bill and I were crazy, that we'd lost our minds. Who cares about the far east? How do you make a TV series about a bunch of Asians and one Anglo?
It was our point of view from everything we were reading, that Asia was becoming a very hot commodity in the '70s and '80s. People were really interested in what was going on. The rise of electronics and electronic companies like Sony, Matsushita, and Panasonic National. These were major players in our business developing hardware for all of the software that our clients were creating. Those are the kinds of things we would think about.
Moving back to Coca-Cola, we weren't in the ad business, but we had a sense of what people wanted to watch. I was at an Allen & Company conference and Herb Allen was on the board of Coca-Cola, and of course, the CEO and President of Coke were at the conference. We were having a coffee out at Herb's. Both guys said to me, we're getting hurt by Pepsi Cola, and bear in mind in the '80s and '90s, there was a book written called the Cola Wars where these guys were fighting like cats and dogs for market share.
David: We talked about all this on our Berkshire series. This is, of course, Roberto Goizueta and Don Keough that you were talking with, right?
Michael: Yeah. I said to Don Keough and Roberto Goizueta, look, I think you guys are making a mistake with your advertising. They said, why? And I said, well, you're doing six or seven commercials a year. I said, how do you run the same commercial on Seinfeld that you run on daytime and that you run on late night? I said they're all different demographics. What are you doing? They said, wow, that's interesting. Could you come to Atlanta with some of your people? I said, yeah if you send a plane for us.
Ben: Coca-Cola, historically, is one of the most sought-after advertising accounts in America. I mean, McCann-Erickson had this account, had it on lock for decades and decades and decades. They sell a pure commodity product that's differentiated by brand. They pour a ton of money into brand advertising.
Michael: Yeah, they were running a business that spent $500–$600 million a year on advertising worldwide. I gathered 10 of our agents and I took them from different demographics and different departments. I had men, women, music agents, film agents, TV agents, a personal appearance agent, and a book agent. They did send the airplane and we flew to Atlanta. They brought in all 12 of their worldwide geographic division heads. They got them all there for an all-day meeting.
David: What did your staff think? Did you tell them, hey, we're going to go do an ad pitch to Coca-Cola?
Michael: I'll tell you what they thought. Most of them thought I'd taken leave of my senses. How could we be in the advertising business? A couple of them looked at me and said, wow, we can do this. Why can't we do it? My point of view, 80% of our company thought there was something wrong with me, that I probably had food poisoning or something that went in my head because it just didn't seem to equate to them.
To me, it did because what do we do? We read the material and try to tell a client like Michael Crichton and Steven Spielberg, do you make a movie about dinosaurs? Can we recommend that to Dustin Hoffman? Can you make a movie? We think you should make a movie about an autistic guy and Tom Cruise should be your brother.
We took the same positions that a buyer took. No one owns creative thought or opinion. You two guys look at something on TV tonight. You have an opinion about it. When you're right more than you're wrong, that opinion is a trusted opinion, and we were right more than we were wrong collectively as a group.
We flew to Atlanta, we sat, we looked at every single commercial they'd ever done. We listened to the complaints of the department heads, geographically. I said to them, give us 90 days and we'll be back here. I knew it would take us two weeks because I already had the idea that I thought was going to work, but I never like to over promise and under-deliver. I like to under-promise and over-deliver.
About two weeks later, I called Don Keough. I said, we're coming back to Atlanta and I'm going to pitch your idea. He said, you said you needed three months. I said, well, we kind of accelerated, we got so excited, and we drank a lot of Coca-Cola, which cracked him up.
We flew in three weeks to the day after we met the first time and we pitched a simple idea. We said, look, for the same money you're spending, we're going to do 30–40 commercials a year. They're all going to be for different demographics. It'll cost you the same as your seven commercials. We're going to do a mascot for you, which turned out to be the polar bears, still running 25 years later.
We are going to run your commercials like a relay race. First of the year, we're going to be hopeful. February, we're going to go into Valentine's Day and love. Easter, family. Summer, refreshment. Fall, back to school. Thanksgiving, family again. Christmas, polar bears.
They said, how do we know that's going to work? I said you don't because we didn't, they didn't. We just said we believe it. Let us try one flight of commercials, and they said, how many do you want to do? I said 40 and they said you're crazy, but if you want to do 40 for the seven, the budget for seven, you got it.
They asked us then they called back and backtracked because McCann had been their agency for 40 years. They said, will you come do what's called a shootout? A shootout is where you come in and all the ad agencies pitch to the executives. I said, we will do a shootout if Don and Roberto attend, the CFO, Doug Ivester, attends because he is the keeper of the money, your Head of Marketing, Peter Sealey, attends, and three or four of your other key executives attend and we'll do it.
They said okay, and they set the date. We set—I'll never forget this—for 11:00 AM on a weekday, and I flew our team of five people in. The night before, we checked out the room we were going to do it in. We rehearsed what we were going to pitch, and we went for a very nice dinner. I bought everybody new Armani clothes and we got up the next morning. I'll never forget this. We went to the gym. We had a nice breakfast, we walked in at a quarter to 11:00, sat down, and we looked the part.
Ben: One would say it's a show of strength.
Michael: At 5 to 11:00 AM, the McCann people, there were 35 of them, drifted in having just gotten off a 6:00 AM flight from New York. I'll tell you they looked like they were all in a blender. They kind of looked like live smoothies. They were wrinkled, ratty, and all screwed up, and nice people too, but whoever sent them to fly in the morning made a critical error.
Anyway, they flipped a coin and they said they won. We were hopeful that they would say what we thought they would, which is they'd go second because we wanted to go first and blow their doors off, and we did. They won and they said, we'll go second. I said, great, we'll go first. We went in and we presented 35 ideas and we acted them all out. Each one ran for 30 seconds. We did it crisp and clean with music, with expression, with enthusiasm. I started it, a guy who just passed away named Len Fink and Shelly Hochron, who worked with us, went in and helped us.
Len, I remember, did a commercial about a dog and he barked like a dog. He got on the ground. We had these guys. I will never forget, I was sitting next to Bill Haber but next to me was John Dooner from McCann-Erickson and then a guy who had been friends with Don Keele for 35 years. They were drinking buddies.
This guy wrote Dooner a note. I saw it by accident and it said, we're screwed. Sure enough, we finished, and then they came up. They were so bad that after seven or eight minutes of presentation, they sat down. We got awarded the account. Of the 35 commercials we presented, they approved every single one.
Ben: Wow. My understanding right that coming into this, you didn't have big-name actors wanting to do commercials. You didn't have movie-caliber directors doing commercials. But one of your aces in the hole was not only are we going to come up with these great concepts, but we're going to go get our A-list CAA talent to do this.
Michael: We did. We got a lot of our top directors who were between movies to do the commercials. Paid them well.
David: They made money, you made money. Coke did great.
Michael: Everybody was happy. But more importantly, it's funny, our competitors put out all this press. CAA is going to use their clients to make commercials. How stupid, blah, blah, blah. I'll never forget one of our clients, Dick Donner, who did Superman, called me up laughing.
He said, I just read this article on Variety. We're all stupid for doing these. He said, I just cashed my check. He says I'm between movies. I couldn't be happier. I just want you to know that. We thought out of the box. Nobody else did.
When we did the commercials, I said to Roberto, I want you to premiere them like a movie. Invite the press and run them all because 35, 32nd commercials are less than 20 minutes. He ran them for the press and the press we got was insane. We got the cover of Time Magazine, which was important at the time. We got a love letter in the New York Times. We got unbelievable press except for the advertising journals who said we were robber barons.
David: I'm shocked.
Michael: We were ruining the business. But here's the factoid that is fascinating. This is prior to people knowing the word or its meaning outsourcing. McCann-Erickson had 300 human beings working on the Coke account. We had six. We edited everything. We just didn't make them. But we hired a company called Rhythm and Hues to do the animation. They weren't on our payroll, but they did a great job.
David: Right. These polar bears cost a lot less than Tom Cruise. Let's put it that way.
Michael: The polar bears, we did very reasonably. We delivered 35 commercials for the cost of seven, one quick sidebar, then we'll move on. We sent the bills to the CFO who was a friend of mine at the time, named Doug Ivester. We sent a bill for a commercial called Timeline that we made on an Apple IIe computer in black and white, and it just showed the timeline of Coca-Cola at various times in history.
We sent a bill, as I recall, for like $35,000 for a 32nd spot. That was probably more than it actually really cost on that computer. They sent us a check for $3.5 million. I called up and said, what is the $3.5 million for, is this a bonus?
He said, no, we thought you made a mistake on the invoice. No one's ever done a commercial for us for anything less than $3.5 million. We didn't want you to run out of money because we were a little shop. I said, Doug, I hate to tell you this. I'm not going to cash the check, but it was $35,000 for the commercial. He said, I can't believe you did that. That's the kind of stuff we did.
Ben: That's wild. So we're talking about this point in history where you had already become this big successful agency, you were already representing these people branching out into things like trying to take on Coke's advertising. Can we hear the entrepreneurial story from you of how CAA came to be in the first place? Because you really started with nothing, like zero.
Michael: It's actually pretty simple. I'll try to give you the highlights. A group of us, there were probably 15 young agents at William Morris, maybe 20, all in our 20s. I was the assistant to the president at the time.
Bill Haber ran the TV talent department. Ron Meyer was a first class talent agent. Rowland and Mike Rosenfeld were TV packaging agents. Basically, we noticed a disagreement philosophically with where they were taking the business. Crazy as it sounds, CAA was born out of a bad staff meeting at William Morris, where the guy who worked for him who was head of the television department, his name was Sam Weisbord.
He announced with great pride and passion that he had signed Anne Miller, which will mean nothing to you two young guys, but she was a 50 song and dance queen and a Broadway star. We sat in a staff meeting. We all sat in the back. We weren't allowed to sit at the table because we weren't senior enough.
One of us got up and said, look, Anne Miller's a talented lady, but we should be signing Bob Redford, Paul Newman, Dustin Hoffman, Sean Connery, and Sidney Poitier. We should be signing those people, not Anne Miller. This is William Morris. We've been around since 1898. We're on the wrong track.
The older guys went ballistic. You then saw division at William Morris that never healed. Then they made a cardinal tactical error. The head of the training department that trained all of us was the former roommate of the president Sam Weisbord, his name was Phil Weltman. He was a tough ex-marine drill sergeant, and he trained everybody. Bottom line, they fired him.
He called us down and he was almost in tears. This was a guy that used to get up on the top of his desk screaming at us at the top of his lungs. This was before people were woke. This was like, we were trained the old fashioned way. We felt, my God, we were embarrassed. It was debilitating to watch this. This guy was destroyed.
That was the beginning of the end. We started talking, all of us. We narrowed it down to five people that we wanted to be in business together. We made a decision to leave and set up our own business and do it our way. That's it. No more, no less complicated than that.
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David: It's like Acquired but in software.
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David: To my mind, looking from the outside you all at the beginning of CAA and then everything that would become, no doubt, an absolutely essential and probably the primary ingredient was just all of you collectively and you personally, you're like raw ambition. Certainly, lots have been written about that.
I'm wondering though too, is it also fair to say that your background, because most if not all of you came from television, was that kind of a secret weapon? Because a) packaging was more common in television, and b) television was still relatively new. I'm imagining most of the old people at WMA and then also in the studio business just weren't tuned into this new world, right?
Michael: No. Actually, it's a good question, but let me correct something. William Morris was the top television packaging agency. We all knew how to package television, but it's very different from packaging movies. Because in television, the producer is a key element, and in movies, it's the director and the director/actor.
Actors are cast in television prior to the '80s when fading movie stars were brought into television. But the thing about William Morris is they bifurcated TV and movies at a time when they were starting to come together. That was a thesis that we didn't agree with. So that helped us leave, but it was a different business at the time.
William Morris wanted to keep them separate. We were asking the head of William Morris picture department and television department to run joint meetings because people could work in both areas, and they refused to do it. That was another nail in their coffin. When we started, we made a conscious decision to be TV only because by SAG rules they had to pay every Thursday.
We started our business on $100,000. We never went into debt beyond that, paid that debt off in six months, and never carried 10¢ of debt ever. The reason we didn't is that our TV clients got paid every Thursday, so we took our commission. But in 1978, we made a decision that we needed to be in the movie business, and the only way we could do that was to dedicate agents to the movie business.
We made a decision that I would start the movie business in '79. The rest of the guys would stay on television. But Mike Rosenfeld, who was in the movie division at William Morris with me, would start at the movie division at CAA.
Ben: That's a great insight because you could cashflow the business if your customers, your clients were getting paid every week. But it's pretty hard to run a business when you haven't raised any money if you're waiting 1, 2, 3 years for film projects to come together and then get paid on the back end after it gets made.
Ben: Can I ask, what was it like to get your first big star? What's the story of CAA actually building a reputable enviable talent roster?
Michael: There was a lawyer in Century City named Gary Hendler. We moved into Century City very early on. I noticed his name on the placard in the lobby. I did a little homework and discovered that he quietly had a tax practice. He represented every major movie star in the business. So I decided to sign him as a client.
Ben: You signed a lawyer, a tax lawyer?
Michael: Yup. He was going to be my client. So I went up, knocked on his door, introduced myself, learned everything that I could about him, and then proceeded to become close friends with him. He delivered Sean Connery to me.
Michael: I will never forget talking to Sean in 1979. I grew up on Bond. I remember a call being said. I didn't have a clue what to say to him. I was struggling for words. But I should have gotten an Academy Award for Best Actor for that call because I actually sounded like I knew what I was talking about, but I didn't. I learned on the job.
David: I'm sure Sean's not a dumb guy and he'd been in the business forever, then why'd he go with you? There must have been some rational reason for doing that.
Michael: He went with us for only one reason. Gary Hendler told them we were young, aggressive, hot, and had good taste. Gary Hendler proved to be right. We did an amazing job for Connery. He had come off three really low grossing, not-so-good movies, and we turned his career upside down. But after him, Dustin Hoffman signed with us, and just one after the other.
I will tell you a funny story. There was a top literary agency named Adams, Ray & Rosenberg. They had about 400 of the greatest writers in television, few feature writers, but mostly TV. Rick Ray was best friends with Mike Rosenfeld, one of our partners. Mike was desperate to merge with them and I said, I'm happy to entertain it.
So we had this meeting with the three Adams, Ray & Rosenberg partners, Sam Adams, Rick Ray, and I think his name was Lee Rosenberg and the five of us. We sat in a little conference room in our crummy little Beverly Hills office, which by the way, was rated by SAG because the people that we leased it from were running a house of ill repute out of it. The Screen Actors Guild was going to yank our license, little did we know.
Michael: We got out of that mess. We were sitting in the conference room. I will never forget this. Rosenberg said, you know, we're going to have the best television agency in history because we're never going to sign Robert Redford, Dustin Hoffman, or any of these people. This was before we signed Sean Connery.
Ron Meyer and I looked at each other and Mike Rosenfeld, and we looked at them and I said, well, that's not true. We're going to sign all those people. They said, you're nuts, you're not going to sign any of them. So I said, well, we plan on signing every single one of them because we want a monopoly on talent to give us leverage to turn the paradigm around against the distributors.
They said, that'll never happen. I said, thank you, the meeting's over, we're never going to merge. About six months later, we signed Connery. Then every week, we signed a famous movie star after that.
Ben: Didn't you take out an ad in Variety announcing it?
Michael: Yeah. Thanks for reminding me, Ben. We took out these giant red ads in variety every Friday and the Hollywood Reporter on Monday. It said, CAA is pleased to announce the worldwide representation of Robert Redford, Sean Connery, Dustin Hoffman, Sidney Poitier. We just went on and on. Every time we ran an ad, I ripped one out of the Variety, folded it up, and mailed it to Adams, Ray & Rosenberg. It got to be a stale joke after a couple of years.
Ben: This feels like a huge principle of yours and CAA, which is really strength leads to strength. It seems like you were always looking around identifying what's the new way that we've become more valuable and how do we leverage that into the next thing. Can you talk about that and some of the other ways that you just, by sheer force of will or by counter-position against other agencies, how you were able to be different than everyone else around you and win?
Michael: We were different for one solid basic reason, which is that we basically worked as a team. If the two of you were clients of ours, you didn't have one agent. What we resented at William Morris is that one agent coveted one client, and you couldn't go anywhere with that because human nature is such that eventually, there's a relationship problem. It just is. The longer you're around someone, the more there's a relationship problem.
We went ahead and put teams on people. We had some clients that burned through 3, 4, 5 agents, but they never left us. As a matter of fact, in a 25-year period, I think we lost under five or six clients. We never lost clients because we had teams of people on them that they could relate to.
No actor ever had a literary agent. We'd have a literary agent on an actor. Why would we do that? It would be stupid not to. Why wouldn't we? What does an actor do? All they do is read scripts to see what they want to do? What does a literary agent do? All they do is read scripts to see what actors' roles are available. So we were in a state of shock that actors didn't have literary agents. When we looked into it, we're saying, wow, are we stupid or is everyone else stupid?
David: Obviously, you all were young, aggressive, and willing to think differently. But why was the competition so weak?
Michael: I don't think they were weak. I think they were very comfortable in the old shoes. They like the one-on-one, they coveted representation, their meal ticket was their individual clients. At CAA, your meal ticket was how well the whole company did. If the company didn't do well as a group, every individual suffered.
David: Who owned these competitors? Like you said, when CAA did well, you all did well. It was a partnership. How was the economics structured at other agencies?
Michael: They just made what they called market deals. So if you wanted to hire an agent, you try to pay them whatever they asked, that was a market deal, and we did just the opposite. We paid very small front money and said, at the end of the year, if we do great, we're going to overpay you. We're going to pay you more than you can get elsewhere.
We had an agent who was co-head of our movie department get offered a job by Jeff Berg at ICM, who was a very good agent. Jeff invited him to a meeting and the guy came in to see me. He said, what should I do? I'm just going to turn it down. I said, absolutely not. Go take the meeting.
I had two things in my head when I told him that. One, I wanted to know what they were going to be doing and what their thought process was going forward. I knew that he'd get that out of them. But two, I knew they'd under offer him. I wanted him to see what he could get elsewhere. I didn't tell that to him.
So he went and took the meeting and they were having a jolly time until it came to comp. I had instructed our guy to ask for what he'd get paid. The answer came. I'm going to pay you more than I'm making.
David: The question is, what are you making?
Michael: Jeff said, I'm going to pay you like a million a year or something. The guy who took the meeting looked at him and said, that's very generous, but I'd have to be taking the 75% pay cut to do that. That worked for me at every level.
One, it was good for my guy to hear what he was worth in a competitor. Two, I love the competitor knowing that a guy way beneath his stature is making four times what he's making. Three, it created a loyalty factor for me.
Ben: Why were you able to just make so much at CAA, and frankly, just overpay to keep people there? What was it structurally about CAA where you were able to just run this incredible cash-flowing business?
Michael: First of all, we were accused constantly of taking cut commissions. Finally, people realized we couldn't be paying what we're paying to people if we were cutting commissions. Secondly, we had a monopoly on the high-end TV and film business. So we were minting money and we just paid it out to our executives.
Ben: As you're talking about all this, of course, a team-oriented approach makes more sense than this individual lone wolf thing. But there are trade-offs involved in every decision, and the trade off involved in showing up to every meeting with five people and having a network of people surrounding every client is that you just need way more communication, way more structure, and way more systems. What are some of the examples of the things that you put in place to actually make this work? Because I'm imagining, you probably talked to 50 people a day for 15 years.
Michael: You're off by about a factor of five. An average agent at our place would run 200 to 250 phone calls a day, some were 15 or 20 seconds. You got to bifurcate this into pre-internet and post-internet. Pre-email, we had a system that we developed that was failsafe.
One, return all internal clients first. Two, you don't go home at night without returning every call. Three, we have what's called a buck slip system, which everyone had buck slips, which were these pieces of heavy paper that had your name on it. You'd write a note to an associate.
I would say, Ben spoke to Scorsese, recommended Goodfellas. Call me if questions. That would get sent from my office to that person's office, to your office in real-time. It was our form of an email. Then he had to answer me that he had read it. So he strikes it out and answers it. Send it right back to me.
So when Scorsese called him, which he did, he'd say, fantastic, Marty, I heard that Michael talked to you about Goodfellas, couldn't be happier about the decision. Then Marty goes, wow, these guys are on their business.
David: Is there an archive of all these somewhere?
Michael: No, they're all trashed. Oddly, we locked up our trash every night, just so you know, because we found someone going through our trash, and that really scared me to death if you want to know the truth.
Ben: This adds some color as to why the mailroom was so important. When people say it started in the mailroom at CAA, you are an essential part of the fabric of the system.
Michael: The mailroom at our place was a fast track to a career. If you could make it through the mailroom and the way we handed down clients—if you guys were agents with us and if we signed a giant star, we brought you in as part of the team. If you're good, you made your own relationship.
David: That's the benefit of the team approach too. You could go out and sign let's say Scorsese, but then you could bring Ben and me in, and then that probably let you go sign a lot more Scorseses, right?
Michael: David, time was our enemy. I needed a way to loosen myself up. So how would I do that? I'd have people behind me working with clients that I signed. So we signed Hoffman, Pacino, and De Niro, which had never been done in history.
Ben: And they're known as leading men at the time, right? They were sort of competing leading men.
Michael: My thesis was they weren't competing if they were with us. I said to Dustin Hoffman, help me get De Niro. He said, why? I said, because wouldn't you rather I told you what he's doing? Then me not knowing. He said, wow, that makes sense. So we got De Niro.
Then when I got both of them, I said to both of them, I want to sign out. Of course, they looked at me, what are you, crazy? You got the two of us and I said, no, I'm not. You can work with each other. On top of it, we'll all know everything and you're not really competing, because at the end of the day, the director makes the decision, the agent doesn't make a decision. But we packaged De Niro and Pacino with Michael Mann and called it Heat.
David: Yeah. You build all this up and then you make the pie bigger for everybody by packaging.
Michael: That would have never happened. It would have never happened. In Untouchables, they would have never gotten Costner, Connery, and Andy Garcia in the same movie. They were all clients of ours. We wanted them to work together. We were a very family-oriented business. We wanted our clients to work together. It worked for us economically, and it worked for them.
David: You took an aspect that people thought was a zero sum game and you made it a positive sum game.
Michael: Our job was to create products for our clients. We had people dedicated that had no clients that were only involved in creating products. That was their job. No agency did that. We also had 15 readers on staff.
Ben: Michael, can you take us toward the last few years of your time at CAA? We talked about this period where you're signing your first clients, you went on to represent 45 of the top 50 in Hollywood, talked about your foray into advertising with Coca-Cola. There are two little pieces of this chapter remaining.
One is you kind of getting into investment banking, and maybe I should pull kind of there. You definitely turned CAA into an investment bank. I think you were the top-grossing investment banker in the world the year that you did your first deal. Then the second I want to talk about when you explored Universal and potentially becoming a studio head yourself.
Michael: The first was a natural evolution of what we were doing. The studios were in trouble financially. It became very clear to me that they were going to need financing and traditional financing wasn't going to work. Universal was under siege. People were taking stock positions, corporate raiders out of New York. Columbia was in trouble. MGM was in trouble. Warners, believe it or not, was in trouble.
So I was very friendly with a brilliant guy named Herbert Allen. Herbert was an investment banker who taught me a lot about the business. We used to spend a ton of time together. I got this idea that we could bring financing to save our marketplace because frankly, if any of those companies went out of business, so did we. I couldn't afford for Universal, Columbia, MGM, or Warners to shut down or to reduce the scope of their budgets.
Ben: CAA couldn't put up a $100 million budget for a movie. You needed the studio to finance it.
Michael: It was worse than that, Ben. We weren't allowed to produce. I had a white paper written by the most prominent entertainment lawyer in the business at the time, Frank Rothman who's passed away, great guy.
He wrote a 10-page opinion that we couldn't produce. Because I wanted to go into that business with our directors, creative directors company, but we didn't want to take on the guilds. Plus, the Writers Guild and Directors Guild were run by CAA clients.
David: Right. You'd be pissing off of your clients.
Michael: And we were settling strikes. Bill Haber and I settled one of the writer’s strikes in the '80s. We couldn't afford that.
David: Back to the studios being in financial trouble, literally, you have the reverse problem of the Wasserman back in the day when you now have the power on the sell side, you need fragmented buyers.
Michael: I needed people that are buyers with money. So I started building relationships in Japan. First relationship I built was with a division of Matsushita Electric. I hoped that I would be good enough in the meeting that the division would recommend to Matsushita that they meet with me.
Before I got to that, I was representing people that were involved with Sony. I got involved in the sale of CBS Records to Sony and built a relationship with Norio Ohga, who was the number two at Sony, who ultimately introduced me to Akio Morita. I became Morita's and Ohga's consultant. We consulted on the sale of CBS Records.
Then Mr. Morita came to see me and wanted to get into owning content because he was upset that Betamax—which was a superior technology to VHS—was losing to VHS. He wanted to own a studio, so I started calling different entities that I thought made sense and brought Morita into meetings. The first entity I called was Kirk Kerkorian, who owned MGM.
I had a meeting at my home one late morning, pre-lunch with Akio Morita, Kirk Kerkorian, and myself to discuss selling MGM to Sony. Mr. Morita was a very clever guy, and we were a great team. He came with a box and he stuck it in the middle of the table. Kirk couldn't get his eye off that box.
Halfway into the meeting, Morita opened the box and he pulled it out. It was a tiny little video camera, which was a prototype for a videotape recorder camera. Kirk was blown away by the fact that when Morita would take video of us in the room with natural light and play it back through our TV set. Kirk went nuts.
David: It's the equivalent of Steve Jobs putting an iPhone on the table in 2005.
Michael: Morita just kept talking and then Kirk said, how do you want to pay for this? Morita said, we would finance it through Sony and we have the cash. Then as the meeting ended, I could see that Kirk was lusting after this camera. Morita packed it up, put it under his arm, and left.
Ben: Power move.
Michael: That was how we ended the meeting. Subsequently, I couldn't get traction with Kirk. Herb and I started working on Columbia with Coca-Cola, and the rest is history. We worked the deal and, through a long process, arranged to sell Columbia and Tristar to Sony.
Ben: That became Sony Pictures Entertainment.
Michael: Yes. Herb and I did that deal with no one else, just the two of us. It became a template that he and I then did over and over again.
Ben: What did the economics look like when you arranged a deal of that magnitude? Do you agree upfront to a fee? Do you say, hey, let's figure it out later? Do you agree to a fixed price?
Michael: I did something in those days that cannot be done today. Let's bear in mind, guys, this is 35 years ago. I worked my tail off to understand Japanese culture. I read everything that was published. I studied the language, I studied the culture, I studied the art, I studied how they treated people. I read everything under the sun that wasn't tacked down.
There was a Japanese American bookstore in Rock Center. I was their biggest customer. I took a shot at something, which paid off for me in multiples. All of the banks, excluding Allen & Company and me, asked for a fee letter upfront. We asked for nothing. We said, look, if we do a good job, you can pay us an obscene sum of money. If we do a bad job, pay us our expenses and we're all good.
David: You didn't specify what the obscene sum of money was.
Michael: I remember in a meeting at Matsushita in Hawaii, they said, what fee do you want? I said, if I'm not successful, I just want my expenses. If I'm successful, I want you to load up a Brinks truck and back it up to my house. They got the picture.
By saying that, we're saying, look, we want to exceed all fees ever paid. But we never put a number on the table. Do you know, I never once had a discussion with any of them about money. I was paid for handsomely by everybody.
Ben: Okay. We got to know, what does the Brinks truck end up looking like for the Sony deal and then for later the Matsushita deal?
Michael: I don't remember exactly what I got paid on the Sony deal, but I got paid twice because I got paid for the record deal and then for the studio deal. On the Matsushita deal, they gave me $120 million to pass out to all of the consultants. I passed out money to everybody generously because we had Washington lobbyists. We had PR people at Allen & Company.
Ben: And this is to buy Universal?
Michael: Yeah, it was to buy MCA Universal, which by the way, I tried to buy for Sony but Lew turned me down. He said he'd never sell to the Japanese. But when his stock went from $65 to $20, he changed his tune.
Ben: Matsushita is the parent company of Panasonic, is that right? The brand that Americans would know. And they ended up owning Universal for, was it 10 years before it's sold to Seagram, then Vivendi, then NBC?
Michael: They had a very bad experience with Universal. When I brought the CEO of Matsushita to the Universal lot after the deal was consummated, I had had lunch with Lew the day before. I said to him, Lew, you are the greatest executive in our business. But once you sell this company, they're paying me to consult. I want you to feel free to use me because I understand their mentality and their culture.
I said, with all due respect, you don't. I said, I'm here for you. A very apocryphal thing happened when I brought these guys to the gate. I dropped them off. Lew looked at me, shook their hands, turned his back on me, and didn't invite me in. That was the beginning of the end for him because he didn't understand them. They couldn't communicate with him.
He didn't understand how to deal with them. Four or five years afterward, they called up and his contract was up. He and Sid ran Universal like they didn't have owners, but they did. They're smart guys, but they couldn't make the transition. They didn't make the transition.
David: Having read about him and even going back to the Sony courtship, clearly, Lew and Sid didn't want to be owned.
Michael: They didn't want to be owned. They took the deal out of fear of losing the company. The value of the Universal real estate was probably $18 a share and their stock was going down to $20.
Michael: So it was a no-brainer for a private equity firm.
Ben: When these situations come up, it just got to be hard to go from entrepreneur mogul, self-employed king of the world to being an employee. It just has to be an unbelievably hard transition.
Michael: I can't imagine how they did it. I was always shocked that they were going to do it, but I knew they didn't have any choice. But Matsushita didn't want to ruffle loose feathers because one thing that Japanese companies are always ultra-sensitive to is politics. Lew was still very connected politically.
One of the guys on the MCA board was a guy named Bob Strauss, who was head of the Democratic National Committee. They didn't want to mess around with this. So they called Herb and I up and said, we'd like to sell the company. That was all they said. The reason was they didn't want to try to negotiate with Lew. They just put up the company for sale. Herb and I were working with Edgar Bronfman, frankly, on trying to take over Warner Brothers.
David: This was before the Warner Brothers and Time Inc. merger?
Michael: This was before.
David: Got it.
Michael: We had quietly accumulated 14% of the stock through Allen & Company for the Bronfman family. I met with Steve Ross three weeks before he passed away. He was one of the greatest guys in the history of the business. He gave me three hours of his time, where I came to him and said that Seagram would have put up $6 billion of cash with a standstill. Steve assigned the deal to his deal maker. Then as he got sicker and passed away, it all fell apart.
Ben: Michael, as we come up toward the end of your tenure here at CAA, can you talk us through the generational transfer and the sale of the business to the next generation, the young Turks, and then your time at Disney after that? How did that all come to be?
Michael: I was pretty much hitting the end of my useful life as an agent. I was about to turn 50. I have been working since I'm 16 in the entertainment business.
David: First for Lew at Universal.
Michael: It was my first job as a tour guide at Universal Studios. I just didn't want to be in service anymore. I wanted to try to run a public company for five years and then frankly, thought about going into public service, not private service. I was very friendly with Michael Eisner. He was one of my closest friends.
He had a heart attack and a quadruple bypass. Two of the board members started talking to me. I spent a year talking to them on and off, on and off. Then Ron Meyer blew up. He just lost it. He just couldn't be in service anymore. He was over 50. He had hit a point where he just couldn't talk to clients.
I will never forget this. He had a conversation on a Sunday that probably lasted six or seven hours with one of his clients. It was Sylvester Stallone. He finished a conversation and tried to have a rest of his Sunday and Sly called back. He wanted to start the conversation all over again. That's a little unusual, but not completely unusual.
David: That's within the realms of reality for an agent.
Michael: Yeah. In the entertainment business, it is. Actors are gypsies. They have no one to talk to except their agent. So Ron just couldn't deal. Also, I had thought about going to MCA, and at the very last minute, they tried to change the deal and it became clear to me that Edgar wasn't in charge, just too many signs. As a deal maker, he said to me, this isn't going to work.
That was before Ron decided to quit. So I figured I'd stick it out another year. Then afterward, Ron had already made up his mind to leave. I should have realized he had two feet out the door. When he left, it just made me take the Disney conversation more seriously.
The board members were friendly with me. One of the board members owned a boat with me. We were really tight. He said, we want you to come over and create the culture here that you had at CAA. Michael was sick, he wasn't supposed to work every day.
I always like to say, I am the greatest cure for heart disease. Because when I came over, I was working 7 days a week, 14 hours a day. He was supposed to work two days a week and he started working harder and harder. His doctor was telling him not to. It just was very clear from the beginning. It wasn't going to be a team effort.
For whatever reason, I threatened him, which I shouldn't have because I didn't want his job. I had a game plan for myself. I didn't want to die at Disney. I didn't want to die at CAA. I wanted to try different things with my life like what I'm doing now. I love what I'm doing now.
All of the training I had as an agent has led me to a career in the digital world that's fantastic because what am I doing? I'm packaging. I'm putting young founders together with money and distribution. Nothing different than I did for 35 years. It's all the same, except I'm doing it with smarter people. I really enjoy it. But when I got to Disney, it was very clear there was a head to head conflict. Michael undercut me every chance he could. After a couple of years, I just didn't want to deal with it anymore. It was one of those things.
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David: If the Universal job had worked out, if you had gone to Universal, do you think things would have played out differently? I mean Universal is a very different company than Disney, much more pure-play focused on content at the time than Disney was. Would that have been better or different?
Michael: David, I'm going to tell you two things that both conflict with each other because you asked a really smart question. Part of me thinks that I would have done an amazing job at building that business. Because when I went to Disney, I put together seven initiatives that I wrote about in the book that would have made Disney a fortune starting with buying Yahoo, buying CBS Records for $2 billion, which is worth 10 times, 20 times that right now.
Buying a publishing company instead of throwing money at a crappy publishing company that they had. I had a chance to buy from Universal, Penguin, Putnam, which is now the biggest publishing company in the world. I would have done that at MCA. Thus, another part of me said I would have failed at MCA too because the Bronfman family would have never given me free rein. Frankly, I'm not a very good employee.
Ben: You and Lew Wasserman both?
Michael: Yeah. I share that with Lew. My critique of Lew goes for me. I'm a terrible employee. I like to swing for the fence, I like to have autonomy, and I don't like to answer to anybody. I was too thick-headed to see that clearly and only saw it in retrospect, but I did the same thing Lew it.
I should have been more self-actualized to understand that I'm not a follower. I'm just not good at it. I have no problem admitting that now. But hindsight is the 2020 vision. It's always easy to be a Monday morning quarterback. In the height of transitioning from CAA to Disney, I actually thought I made the right decision.
I was going to a place where the board solicited me. I'd had a year's worth of conversations. My best friend running it who had a heart attack, to me, it was a no-brainer. Five years there, then I go into public service. I actually was on the Council of Foreign Relations and was really interested in working at the State Department in some way, shape, or form. I had a whole game plan, but the best plans of mice and men.
Ben: Reflecting back on that, having one of the world's best dealmakers both in Hollywood and then proven in the corporate environment, that seems like a natural fit for the State Department.
Michael: I felt really good about going into government service. I really did. Whether it was a State Department or something else, I would have felt really strong about doing that. But I made a game plan for myself just like I used to make for my clients. I made a mistake. I didn't take into consideration certain things that I should have. But at the end of the day, it worked out fine.
I made a good settlement at Disney, made me comfortable, I took some time off, then went right back to work. A guy named Marc Andreessen and his partner Ben Horowitz kind of saved my skin. They asked me to be on their board in '99. They gave me a roadmap.
Ben: At Loudcloud, right?
Michael: Yes, at Loudcloud. They gave me a roadmap to a new career. They're two of my favorite human beings on the planet. They're smart as hell. They rival Crighton in intellect. They are loyal. They are smart, they are wise, and they are true, true friends. They beat me up pretty good, which is hard to do. They did it brilliantly and set a path for me that changed my life yet again. I had a third career. Do you want to talk about the luckiest guy on the planet? You're talking to him.
If you would ask me in '97 if I was a lucky guy, I would tell you I was pretty stupid. But by '99, these two guys came to the rescue and showed me another way to use my skill set, which I do every day now. Weirdly, it's how I got to you guys. You got to me through mutuality of interest in the world of the internet.
Ben: Can we ask you, what playbook from CAA you learned that you brought to technology? What are some things that you're doing the same or lessons you learned?
Michael: It's funny. I had this conversation with a founder yesterday, a young founder that I'm investing in. I do not do one thing different today than I did 30 years ago, not one thing. I talked to guys your age that are the talent and I put them together with financing, so they're the buyer. Then I help them market, monetize, and strategize their product. It's the same thing I did.
So if Dustin Hoffman says to me, I've got this idea, I want to play a woman in a dress who sees life as a man through a woman's eyes, and he's the motor, he's the talent. It's my job to surround them with more talent, get them money, help them market, strategize how to do it, and then monetize it so we make some money doing it. I'm not doing anything different today. It's just the companies that come out public, but they don't come out on film. No different. None, zero.
David: After you left CAA, the era was over. It ended up getting bought by private equity, the agency business, at least to our eyes from the outside, has been remade with WME, Ari Emanuel, and Patrick Whitesell. If you had stayed at CAA, what would you have done there?
Ben: What could have made CAA during the franchise that became a gigantic force rather than sort of apexing as you exited?
Michael: It's funny. I had dinner with Ari a couple of weeks ago. He was a trainee at the agency and one of the best we ever had. I think he's done a fantastic job at building his business and diversifying it.
I spent a lot of time, which a very few people know, looking into how I could diversify CAA. Could I run it public? Could I sell it to private equity? Could I buy an ad agency? I looked at buying J. Walter Thompson. I looked at bringing in private equity. At the end of the day, I didn't know how to divide it up amongst the players.
I couldn't figure out how to get it transitioned to a bigger entity. Ari said, well, yeah, Michael, you could have bought an ad agency and blown the company up. But I said, Ari, this was 30 years ago. Economics were different, public entities were different, private equity was different. It just wasn't like it is today.
I couldn't figure out how to keep my core group and compensate them all. I decided it was better to make a clean break and try to do it on my own in a different field. So how could it have been? Yeah, I could have bought J. Walter Thompson. I would have gone into debt.
I wouldn't have known how to give options to so many people at the agency because how do you tell a group that's all for one, one for all, and were splitting all the proceeds? Then go through what all these companies go through, how do you give options out to everybody?
Ben: Right. Because it was you and your founding partners primarily that owned 90% plus of CAA?
Michael: No, we owned 100%.
Michael: But there was no way to make everybody happy. All I could see, frankly, was the agency disintegrating. I like to think I made the right decision because unlike the decision Lew made where MCA disintegrated, CAA is still going strong today. They've done a great job in the core agency business.
They didn't expand it beyond that, but that's okay. That's their prerogative. But I think the guys have done a pretty good job. It's not what I would have done, but it doesn't matter. It's not my company. But I still take pride that 45 years later, it’s still in business. Good for them.
David: I can't think of any other companies we've covered on this show in the 200+ that you really were a true family business. It was a partnership, it was an LLC.
Michael: Believe me, if I could have split up the business and made it bigger, I would have done it. Ari said, well, you could have been the biggest investment banker as big as Goldman Sachs. I reminded him, I couldn't have been because a) I'd have to compete with them and b) they're in a fee-driven business. That was the business I was looking to get out of.
By the way, at that moment, I'll give you the kicker, which I've never said to anybody. The thought of being in the client service business to big corporate clients was boy, that soured my stomach because I had had enough of service. The one thing about going to Disney that I will say was positive, man, it's easier to be a buyer because everyone's calling you. It's easier to be a buyer.
Ben: Yeah. You created a lot of value and captured a lot of value, and other scenarios and in other points of CAA's life, you created a lot of value at the end and made a pretty sweetheart deal for the next generation that you sold the firm to. At least, my research found that you sold all of CAA to the next generation for $200 million, which of course they didn't have in cash. They were able to pay you with the profits over the next five or so years on an interest-free loan that you effectively made them.
Keep in mind this is the business that has an enduring revenue stream of Jurassic Park and all these other franchises that have recurring revenue associated with it.
Michael: I only cared about the business staying alive. I felt that if I didn't do that, 20 people would peel off and do their own business. I wanted the franchise to stay alive. Frankly, I didn't care if I got paid immediately or five years down the road. It made no difference to me. It wasn't about that for me. I was very lucky I made quite a bit of money as an agent. It wasn't a driving force for me.
I knew I had the Disney thing lined up because that discussion, contrary to what people realize, had been going on for a year. It wasn't fresh. So I knew I had that and I was going to get paid handsomely to go there because they had outlined a deal to me. Before Frank Wells died, he tried to get me to come over. I was closer to Frank Wells than Michael Eisner was.
Ben: Oh, wow.
Michael: Frank Wells was part of a trifecta at Warners. It was Frank Wells, John Kelly, and Ted Ashley. Wells and Eisner, Wells wanted me to come and be the third part of the trifecta because that worked for him for 20 years. I knew what I was getting into and I knew money wasn't going to be a problem.
Ben: Michael, that's it for our storytelling and our analysis sections. Thank you so much for being here with us today.
Michael: My pleasure. It was really great. I appreciate the time. I appreciate your homework, and I appreciate just being a part of what you're doing. I like what you're doing. I'm glad to be a part of it.
David: Thank you, Michael.
Ben: Thank you.
Michael: I'll be shortly sending David a contract with my fee structure.
David: The brakes truck is en route.
Michael: All right guys, take care of yourselves.
David: All right Michael. Thank you so much.
Ben: So fun. Listeners, thank you for joining us for the whole season. My gosh, what a privilege to have Michael Ovitz on the show.
David: I wish we could have made this like a five-hour episode. We got to give Michael back.
Ben: For sure, we have to. We also have to do some kind of like Acquired bingo where there's an Allen & Company conference square and we figure out how many episodes that's come up on.
David: All right, here's the thing though. When are we going to do a live show at Sun Valley?
Ben: It does feel like that's the cake topper.
David: I think let's make it happen in 2022.
Ben: All right, new goal. Allen & Company, if you're listening, let's make it happen. Listeners, we want to wish you a happy holiday. We want to say thank you for being with us this season. Thanks to the close to 100,000 who joined this year or maybe over 100,000 of you who joined this year.
Thanks to all the new folks who signed up for the LP feed. LPs, of course, we love our LPs. They make the show possible. I'm saying this before the Zoom call, but I'm sure we'd had a great LP Zoom call for everyone who could join before we left for the holidays. We'll be dropping some more fun exclusive LP only content in the future.
For now, if you want to check out all 50+ LP episodes that we've done, that back catalog is public, so go check it out. Search Acquired LP Show in any podcast player. You can join the Slack at acquired.fm/slack. You can get your dream job at acquired.fm/jobs. David, there are so many slashes.
David: We're like the Creative Artists Agency of tech podcasts.
Ben: Start doing some packaging.
David: Michael would say we'd probably be stepping on his territory, but packaged some startups in the Acquired community. It's happened. It happens in the Acquired Slack all the time.
Ben: It totally has happened. People have met co-founders in the Slack. I know people have raised money in the Slack too.
David: A hundred percent.
Ben: It's pretty cool. With that, listeners, thank you. Thanks to Pilot, PitchBook, and NordVPN. We'll see you next year.
David: We will see you next year.
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