Tables Turned: MGM May Swoop In with Bid for Diller’s People

Tables Turned: MGM May Swoop In with Bid for Diller’s People

Overview: A Dramatic Shift in the Pursuit

In a surprising twist that has captivated investors and media watchers alike, the roles of hunter and hunted may have reversed. Just one day after Barry Diller’s People Inc. (NASDAQ: PPLI) withdrew its $48.30-per-share acquisition offer for MGM Resorts International (NYSE: MGM), The Wall Street Journal reported that the casino giant is now considering a bid for the media company that had been pursuing it. This development suggests that MGM, rather than remaining a passive target, could take control of its largest shareholder and, in the process, dramatically reshape its capital structure.

Background: Who’s Who in the Drama

MGM Resorts International

MGM is one of the world’s leading gaming and hospitality operators, known for iconic properties such as the Bellagio, MGM Grand, and Luxor. The company has a long history of aggressive share buybacks and a focus on maximizing shareholder value. As of the latest market close, MGM’s market capitalization stood at $9.52 billion.

People Inc. (formerly IAC/InterActiveCorp)

Under the leadership of media mogul Barry Diller, People Inc. is a holding company that owns a diverse portfolio of media brands, including:

People Inc. is also MGM’s largest shareholder, holding approximately 27% of MGM’s outstanding shares. This stake, valued at roughly $2.57 billion (based on MGM’s current market cap), is central to the strategic logic behind a potential MGM bid.

The Failed Takeover Attempt

On Thursday, People Inc. pulled its $48.30-per-share all-cash offer for MGM, a bid that had faced skepticism from MGM’s board and some shareholders. Barry Diller, however, left the door open for “strategic” deals, hinting that other forms of collaboration—or even a reverse takeover—could be on the table.

The Rumored Bid: What the Reports Say

Late Thursday, The Wall Street Journal reported that MGM is weighing an offer to acquire People Inc. While neither company has confirmed the rumor, the market reacted quickly:

Why Would MGM Want People Inc.? Strategic Rationale

At first glance, a casino operator buying a media conglomerate seems like an odd fit. But a deeper look reveals several compelling motives:

1. Retire a Massive Block of MGM Stock

People Inc.’s 27% stake in MGM is a significant overhang on the company’s stock. If MGM acquires People Inc., it would effectively buy back that stake and retire the shares, drastically reducing its float and boosting earnings per share (EPS). Given MGM’s history of aggressive repurchases, this move aligns with its shareholder-friendly strategy.

2. Favorable Valuation Arbitrage

The math is striking:

This implies that the market values all of People Inc.’s other assets—its media brands, healthcare staffing, and Turo investment—at just $110 million. Investors have long argued that People Inc.’s stock price assigns essentially no value to its MGM holdings. For MGM, acquiring People Inc. could mean effectively buying its own shares at a steep discount while getting a portfolio of assets that can later be sold.

3. Potential for Asset Sales to Raise Capital

If MGM comes to own People Inc., it could swiftly divest the non-core assets to raise cash. The company previously restructured earlier this year, emphasizing its core assets: the MGM investment and its more than 40 media brands. Non-core holdings include:

Selling these assets could generate substantial proceeds, potentially funding further share buybacks, debt reduction, or new investments.

What Would a Deal Look Like?

Structure and Financing

A bid for People Inc. would likely involve a combination of cash and stock, though no specifics have emerged. MGM’s balance sheet is strong, but a $2.68 billion acquisition is sizable. The company could finance part of it by issuing debt or using its own shares.

Regulatory Hurdles

While the combination of a gaming operator and a media firm is unusual, it is not unprecedented. Other casino companies have owned media properties—for example, Las Vegas Sands once had a stake in a media venture. However, antitrust concerns could arise if the deal is seen as reducing competition in either sector. Given the disparate industries, approval is likely but not guaranteed.

Barry Diller’s Role

The media mogul has indicated openness to “strategic” deals. If MGM makes a reasonable offer, Diller may be willing to sell—especially if it provides a premium for People Inc. shareholders and resolves the uncertainty from the failed MGM bid.

Risks and Considerations

1. Integration Challenges

MGM is a gaming and hospitality company, not a media conglomerate. Running brands like Investopedia or Travel + Leisure requires different expertise. A quick asset sale strategy mitigates this risk, but if MGM holds onto some properties, management bandwidth could be stretched.

2. Timing and Market Reaction

The rumor caused MGM’s stock to dip slightly, suggesting some investors see the move as a distraction or a complicated capital allocation decision. If MGM overpays or takes on too much debt, shareholder value could be harmed.

3. Potential Counter-Bids

People Inc.’s media assets are attractive to other buyers. A rival bid from a private equity firm or a media conglomerate could emerge, driving up the price.

Acquiring a company that is your own largest shareholder involves intricate legal and tax considerations. For example, the transaction would need to be structured to avoid unintended consequences under securities laws.

Conclusion: A Bold Move With High Stakes

The rumor that MGM may bid for People Inc. represents a dramatic turn in a corporate saga that began with an unsolicited takeover attempt. If consummated, the deal would allow MGM to retire a massive portion of its float at a favorable price, while gaining assets that could be sold to generate more capital. However, the path is fraught with risks, including integration hurdles, potential overpayment, and market skepticism.

For now, the market is watching closely. With Barry Diller signaling a willingness to consider strategic deals, and MGM’s track record of bold capital allocation, this story is far from over. Investors should monitor official filings and statements from both companies in the coming days.