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00:23:11

[H2] What lies ahead for Iran and the wider region?

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In this episode of J.P. Morgan’s Making Sense, Derek Chollet, head of the JPMorganChase Center for Geopolitics, sits down with Clare Kim, global head of Content Strategy and Production for the Commercial and Investment Bank, to discuss how the U.S.–Israel military operation against Iran could play out. What’s next in terms of leadership, and how might this change the balance of power in the Middle East? Longer term, could a resolution unlock opportunities for both the Iranian and the global economy?

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Clare Kim: Hi, and welcome to JPMorgan's Making Sense. I'm Clare Kim, the global head of content strategy and production for the commercial and investment bank, and I'm here today with Derek Chollet, the head of the JPMorganChase Center for Geopolitics, to discuss a headline that's been top of mind for many people in recent days, the US-Israel military operation against Iran. There's a lot to unpack, from the regional fallout of the conflict to the ripple effects across the global economy and markets, so let's get started. Derek, thank you so much for joining me today.
Derek Chollet: Great to be here. Thanks for having me.
Clare Kim: Derek, can you start by giving us a brief overview and timeline of what led to the US-Israel military operation against Iran.
Derek Chollet: So I think you have to think of this as not something of just the last week. It's really been something that's, in many ways, been years in the making. Iran, as a result of an exchange between Iran and Israel in 2024, and then again last June, was uniquely vulnerable. Its air defenses were vulnerable. It had very little ability to really understand what was going on in its skies. And so after the June conflict between Israel and Iran, which the United States participated in at the end by taking out Iran's nuclear program, we were telling clients that this was a pause, not peace, that it was very likely, and in fact expected, that the conflict would r- resume at some point. And for the better part of this year, since the beginning of the year, as we've been captivated by Venezuela, and Greenland, and events elsewhere, we've been telling clients, "Keep an eye on Iran, because it is likely the conflict would resume." So whereas the timing mighta been a surprise to some, the fact that it's happening is not a surprise. Now, the scale and scope of it is massive. I mean, I think it, it can not be overstated the magnitude of this operation, the first-even joint US-Israeli military operation, the first truly joint operation in the sense of sharing of intelligence, operational plans, division of labor that the US has conducted in this way really since World War II. We've had other coalition campaigns, but one in which the US was really playing the lead role and doing the lion's share of the work. That's not the case in this operation. And the magnitude of change that we are about to see in terms of an Iran that is at least gonna be weaker, probably more unstable, if not transformed altogether, will the biggest change that the region has seen since 1979, and it's going to be a geopolitical change that could be on par with the collapse of the Soviet Union at the end of the 1980s and early 1990s, just in the sense of the, the second, third, fourth order effects of this change in Iran. There's a lot of uncertainty about which direction this is gonna go of course. I mean, it could get a lot worse. It could get a lot better. I'm happy to talk about where I see the various-
Clare Kim: Yeah.
Derek Chollet: ... pathways.
Clare Kim: Yeah, we'll get there.
Derek Chollet: But I think the magnitude of this is something, over the long term, that will define geopolitics for the rest of our lives.
Clare Kim: So Derek, you've been getting this question from clients and, and partners across the firm. How is this going to end?
Derek Chollet: So when it comes to the military campaign, my assessment is that this, this is gonna go on for some days, perhaps weeks. But it's hard to see it extending too much longer, for a couple reasons. From a US perspective, you have to keep in mind what I call the three Ms, munitions, markets, and midterms.
Clare Kim: Okay.
Derek Chollet: And munitions, starting with that.
Clare Kim: Yeah.
Derek Chollet: This is a math game, and the US has an abundant amount of munitions, missiles and other sorts of ordnance that they're using against the Iranians, but then they're also using to defend Israel, Gulf States. And our partners also have finite munitions. We have a lot, but we don't, we can't do it forever. And it's a numbers game, where the Iranians are, are also have a lot of munitions, and they're trying to use those against the US and, and our partners. All of our strikes are about making that harder to do, taking out launchers, taking out storage sites, taking out the missiles. But in, in the same way the June war ended mainly because both sides had an incentive to stop throwing punches at one another, because of the supplies running low. So I think a similar dynamic could be in effect here, where at some point... And the US has some control over when it defines success, because in some ways (laughs) there's been a lot of rationales given for this campaign, and so there is some flexibility for the US to be able to stand up and say, "Mission accomplished. We've done enough to... We've weakened the regime. We've made it harder for Iran to project its power in the region, so now Iranian people, over to you. And oh by the way, Iranian regime, those of you who are left, if you step outta line, we reserve the right to go back in and smack you, and which we have the capability to do." So I think, uh, there's a lot of flexibility, so, but the munitions is gonna be something that folks are already keeping a close eye on-
Clare Kim: Okay.
Derek Chollet: ... that you have to watch. Markets. The consensus seems to be if this is a short campaign, m- markets can kind of absorb the blow. It's gonna be fine, that there's some turbulence, some up and down, but no lasting damage.
Clare Kim: Mm-hmm.
Derek Chollet: But as this goes on, you will expect to see more market impacts, which are gonna change the calculus inside the United States and elsewhere about whether this is working or not, 'cause the costs are gonna grow.
Clare Kim: Mm-hmm.
Derek Chollet: Okay? So keep an eye on that. Again, the consensus seems to be a couple weeks, this'll be fine, but beyond that, real market impacts. And then midterms, which is really about politics. In the Un- in the United States, the support for the, the campaign thus far is pretty tenuous, right? There's a lot of questions about what's going on. I think that can hold for a while, particularly if things seem to be improving a bit on the ground. Iranian a- counterattacks seem to be abating. There's more visible signs of success on the ground in terms of the campaign against Iran. Perhaps you're seeing the Iranian people rise up in a way. So that could help the politics a bit, but I think short of that, I expect the political support for this to become even more tenuous over time, particularly if you see more concerns about munitions and more concerns about market impacts. Which then, to me, leads me to think that within a week's time, maybe two weeks' time, if this is still going on, there's a lot more talk of winding it down. Moreover 'cause it's not just our considerations. We may have... We have more munitions than anybody else. But our Gulf partners don't, and the country that has been the most attacked thus far by Iran is the UAE. By hundreds and hundreds of missiles and drones, the UAE has been the targeted more than the Israelis have, and they don't have infinite supply. So at some point, they're gonna start running out and feel vulnerable.
Clare Kim: Mm-hmm.
Derek Chollet: And be asking, you know, "Can we start to wind this down and declare mission accomplished and move on to the next thing?" So for that reason, I still project this is a days, at most weeks campaign, and then we're on to the next phase about what the future of Iran looks like.
Clare Kim: Right. Okay. And we can have that conversation then.
Derek Chollet: Yes.
Clare Kim: Yeah. So you classify this as an operation, a military operation. Can you, uh, sorta paint a picture for us? How different is this from the invasion in Iraq?
Derek Chollet: Well, it's very different in the sense of this is primarily being done by through the air. This is a Naval and Air Force operation. There are no US ground troops involved. There are no US, uh, or Israeli military troops involved. There might be some Israelis on the ground for all we know, but they're, this is, this is not Iraq. This is not, uh, we, we're gonna have a massive invasion of troops. We have seen in the past, I mean going back to Kosovo in 1999 or Libya in 2011, air campaigns-
Clare Kim: Mm-hmm.
Derek Chollet: ... that have been quite extensive, that have been trying to achieve multiple goals, but one of them to weaken a regime and bring about regime change. And one thing we've learned through history is it's very hard to bring about regime change through the air alone. So it could be that... Uh, I think that the plan is, is that they're gonna weaken the regime sufficiently, but then as the US administration has said, it's gonna be over then to the Iranian people to take over once that regime is less able to oppress the people, to take over. The challenge, however, is that what air power can do not to nothing about is guns. And right now, the regime has all the guns. And so if this moves into sort of on-the-ground regime change in terms of the Iranian people rising up, as they did in January-
Clare Kim: Right.
Derek Chollet: What we saw in January was a r- was a significant protest against the Iranian government, and the Iranian government doing what it knows how to do best, which is slaughter its people, and there were thousands of Iranians killed at the hands of the regime's security forces. So that's a danger here, and so another analogy I think of is 1991, after the Gulf War with Saddam, the people of Iraq, many of the people of Iraq started to stand up against Saddam. The US had conducted a vigorous air campaign and ground campaign to get Saddam out of Kuwait. People rose up and then those, a lot of those folks were slaughtered by Saddam in April of 1991. So that's something we have to be watchful for.
Clare Kim: Sure. So you mentioned the political landscape that has gotten to this point, and sort of that altitude that it hit earlier this year, last week, the death of Iran's supreme leader.
Derek Chollet: Yep.
Clare Kim: How does that change the situation inside Iran and across the region, and much more broadly if you pull that out, what should we expect in terms of leadership from-
Derek Chollet: Sure.
Clare Kim: ... from Europe and, and abroad?
Derek Chollet: So the magnitude of the death of the supreme leader cannot be overstated, because he, he's only the second supreme leader of the Islamic Republic since 1979. He was the world's longest serving dictator. He'd been in power since 1989. Uh, he had been... There's been a long discussion about his leaving office because of age. I mean, he was 86 years old and in, in, ear, ill health, so something else we were anticipating was this change in leadership, that came in a perhaps unexpected way, but we know that sooner rather than later, there would be a different leader of Iran. But going back further, he's the second supreme leader in the history of the Islamic Republic. He's the fourth monarch-like figure in Iran in a century. So these transition

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[H2] Movie magic in the making: The Paramount-Warner Bros. merger

Fred Turpin, Global Chair of Investment Banking at JPMorganChase, shares the details of the 18-month journey of the Paramount and Warner Brothers Discovery acquisition deal, and how he and his team navigated complex negotiations, uncertain terms and ever-changing scenarios to deliver for our client.

| 6:33
[H2] Movie magic in the making: The Paramount-Warner Bros. merger

Fred Turpin, Global Chair of Investment Banking at JPMorganChase, shares the details of the 18-month journey of the Paramount and Warner Brothers Discovery acquisition deal, and how he and his team navigated complex negotiations, uncertain terms and ever-changing scenarios to deliver for our client.

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Brent Ballard:
Hi, I'm Brent Ballard, Managing Director in the Mergers & Acquisitions team here at J.P. Morgan. Today we're here to talk about the Warner Bros. Discovery sale to Paramount Skydance. And joining me for that is Fred Turpin. He's the Global Chairman of Investment Banking, and has really led the coverage for Warner Bros. Discovery over the past many years. So Fred, thanks for joining us. Maybe just to start, people are familiar with the drama of this situation over the past 12 weeks or so, but what people may not realize is that this has been going on for much longer than that. Can you talk about where did this really first start for you?
Fred Turpin:
Yeah, it's interesting because everybody focuses on the fact that this was the highest profile corporate takeover battle in history. And everybody likes a horse race, and who's going to win and how much are they going to pay, but we started working on this two and a half years ago when the company's stock price was in the mid-single digits. And as you know, our team worked tirelessly for six months trying to figure out a way to create a separation of the studio streaming and content business that would work under the company's $36 billion balance sheet. And we finally actually landed on a solution, and we did the most successful liability management transaction of all time. And J.P. Morgan made a $17 billion bridge to affect the separation. And we thought that was an amazing win for the company. The stock price traded up, and they were going to be able to do this clean separation. But then, you know, September came around and we got an unsolicited proposal from Paramount and then a series of unsolicited proposals. And, you know, the decision was made, actually on our recommendation, that we could reverse the steps on the spinoff. And instead of spinning off the studio streaming and content business, allowed the company to go explore, more broadly, all of its strategic alternatives as opposed to just a sale of the whole company to Paramount. You know, which obviously resulted in Netflix coming to the table and actually being the winner in the original announced deal to sell just the studio streaming and content business to Netflix and to continue to separate Discovery Global to the shareholders.
Brent Ballard:
Despite the fact that we'd set up the structure that allowed many different types of buyers to credibly participate in the process, we still got a bunch of different bids with completely different structures that were not so easy to compare. So talk us through: How did we get the board comfortable with being able to put those options side by side and ultimately make the right decision?
Fred Turpin:
As you suggested, the three serious proposals that we received at the end of the first phase of the process were very different deals. You know, one was effectively a cash purchase of the whole company, one was effectively a cash purchase of just the studio and streaming business, and one was effectively a merger of equals on the studio and streaming business, with a lot of synergies and potential for public market upside. And so, it wasn't like you could compare, you know, $22 a share to $23 a share to $24 a share. There was real judgment involved, and there were also timing considerations. Some of these deals could be executed right away. Some of them might have taken another three or four weeks. And when push came to shove, we organized this entire process from beginning to end in seven weeks, which is really breathtaking. And when the board had to decide, the best buyer, the best offer, and the most compelling contract was the offer from Netflix. Obviously, Paramount, who was not the winning bidder in that phase of the process, and who we did not sign a contract with, refused to go away. And that kind of led to phase three.
Brent Ballard:
I think we were all a little surprised at how much certainty the Paramount team was able to deliver in their final proposal, which we ultimately accepted. And that certainty came in some pretty unprecedented ways. What were some of the ways that they were ultimately able to get the Warner Bros. board comfortable with the fact that they would get this deal done with a degree of certainty?
Fred Turpin:
Well, the Warner Bros. board had the fiduciary right to determine that another proposal had the potential to represent a superior proposal. They didn't have to actually find it to be superior, they just had to find that it had the potential to be, which we had been reluctant to do because we really weren't sure that it would. But when it became clearer that maybe this did have the potential, we went to Netflix and said, you know, maybe, what do you guys want to do? And they said, well, we want you to schedule a shareholder vote on our deal, because they wanted to have time pressure on their side, because they thought their deal was the most compelling, and they didn't think the Paramount team would be successful in the end, because they had not been successful in taking the feedback so many different times. I think their view was: We're not going to change our bid, we want to set a date, and we set a March 20th date for a shareholder vote on their deal, in accordance to their wishes. And in exchange for that, they gave us a seven-day waiver, so that we were allowed under our contract to go and formally vet the Paramount proposal and determine whether in fact it could be considered a superior proposal. And then, before midnight on Saturday night, with the expiration of the seven days being midnight on Monday night, we received markups of every document from them and their lawyers. And they were surprisingly accommodating this time. Then, we negotiated right up until the midnight deadline on Monday night. We did not finish, but we were substantially in a place where the board subsequently concluded that this absolutely had the potential to be a superior proposal. And some of the key items that were part of that deal that allowed the board to change its recommendation. $7 billion breakup fee, the largest breakup fee ever paid, or ever would have been paid. So if the deal did not close for whatever reason, they owed us $7 billion. They agreed to have no material adverse change condition on the entire Discovery Global business, which is almost half of our business, because we wouldn't have had that risk in the Netflix deal. And we weren't going to take it in their deal, particularly with moral leverage. They accommodated our requirements for conduct of business representations, and they agreed to pay Netflix the $2.8 billion that they were entitled to when we changed our recommendation, because they had signed a deal with us, and if we were going to change our recommendation, that was the cost. And then maybe most importantly, the Ellison family agreed to provide an equity cure for any reason if anybody else didn't show up with their money at closing, the banks, the other investors, the Ellison family agreed to make the shareholders of Warner Bros. whole for that and close. It was an impressive demonstration of commitment and it was received that way by our board.
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