A huge deal’s collapse breaks pattern of publishing mergers

After two years of regulatory scrutiny and heated speculation in the publishing world, after a hardfought court battle and hundreds of millions of dollars in expenses, Penguin Random House’s deal to buy Simon & Schuster officially collapsed Monday.

The unraveling of the agreement stopped the largest publisher in the United States from growing substantially larger. It also paused consolidation in an industry that has been profoundly reshaped by mergers and acquisitions, with little regulatory intervention.

The implosion of the deal came three weeks after a federal judge ruled against Penguin Random House in an antitrust trial, blocking the sale from going forward on the grounds that the merger would be bad for competition and harmful to authors.

In order to appeal the Oct. 31 ruling, Penguin Random House needed Paramount Global, Simon & Schuster’s parent company, to extend the purchase agreement, which expires Tuesday. Instead, Paramount decided to terminate the deal, leaving Penguin Random House out of legal options and obligated to pay them a termination fee of $200 million.

“Penguin Random House remains convinced that it is the best home for Simon & Schuster’s employees and authors,” Penguin Random House said in a statement.

“We believe the judge’s ruling is wrong and planned to appeal the decision, confident we could make a compelling and persuasive argument to reverse the lower court ruling on appeal. However, we have to accept Paramount’s decision not to move forward.”

The outcome of the trial came as a shock to many in publishing, who have watched the number of big firms dwindle to five, even as those five — Penguin Random House, Harpercollins, Macmillan, Hachette and Simon & Schuster — got larger by buying small and midsize publishing houses.

Many feared that the further reduction in the number of big publishing houses to four would leave authors and literary agents with fewer buyers for their books and would make it even harder for smaller publishers to compete.

Many were especially wary of Penguin Random House — already by far the largest publisher in the United States — getting even bigger by absorbing a rival. Penguin Random House has about 100 imprints; together, they publish more than 2,000 titles a year. The merger would have given it Simon & Schuster’s approximately 50 imprints, as well as the company’s vast and valuable backlist of older titles.

As it turned out, the Justice Department and the judge who heard the case had similar concerns and blocked the deal, an outcome that some authors and industry organizations celebrated as a necessary check on consolidation.

“The market is already too consolidated,” said Mary Rasenberger, CEO of The Authors Guild, an advocacy group for writers that opposed the purchase. “A healthy publishing ecosystem is one that has many publishers with different tastes and interests and degrees of risk they’re willing to assume.”

This extends a period of uncertainty at Simon & Schuster, but it is one they are in a good position to navigate. The company’s recent performance has been strong, even as the results have sagged at other major publishers. Its profits for the first nine months of the year were up 29% compared with the same time last year, putting it on its way to a having a record-breaking year.

Among its successes are several novels by Colleen Hoover, who has dominated the fiction bestseller lists, and a surprise bestselling memoir, “I’m Glad My Mom Died,” by Jennette Mccurdy, which has sold 1 million copies since it was published in August, the company said.

In a statement released Monday, Paramount indicated that it views Simon & Schuster as not a good fit for its broader strategy. “Simon & Schuster ... is not video-based and therefore does not fit strategically within Paramount’s broader portfolio,” it said.

It’s unclear, however, whether the headache and the legal expense of the trial could dampen the enthusiasm of other publishers.