Vivendi Declined SoftBank’s Lucrative Offer for Universal

SoftBank, a Japanese phone carrier, made its bid to Vivendi’s board about three months ago, according to this person, who spoke on the condition of anonymity. Spokesmen for Vivendi and Universal declined to comment, and representatives of SoftBank could not be reached Thursday afternoon. The news of the offer was previously reported by The Financial Times.

Vivendi has been under pressure from shareholders to sell assets or split, and while the company has tried to refocus itself around its media divisions, which include Universal, the video game company Activision Blizzard and the film and television company Canal Plus Group, it has had difficulty selling off telecoms. Vivendi canceled the sale of GVT, its Brazilian telecommunications unit, after failing to find a satisfactory price, and it is in the midst of selling its majority share of Maroc Telecom to Emirates Telecommunications, known as Etisalat.

SoftBank is buying Sprint Nextel for $21.6 billion, a deal that has been approved by Sprint’s shareholders but still needs the blessing of the Federal Communications Commission.

The bid for Universal underscores the attractiveness of large music and media catalogs in the digital age, even as record companies struggle to replace revenue from lost CD sales. Consumers are increasingly turning for their entertainment to streaming services like Spotify and Netflix, which sell access to music or movies and rely on licensing deals with media companies.

Universal is the world’s largest music company, with hundreds of artists including Kanye West and U2. In late 2011 it paid $1.9 billion for the recorded music assets of EMI, although European regulators demanded that Universal sell about a third of EMI, along with other assets; this month Vivendi reported that those sales raised about $850 million.

Last year Universal had $6 billion in revenue, and $694 million in earnings before interest, taxes and amortization.

The bid for Universal also comes as Sony faces pressure from Daniel S. Loeb, an American hedge fund mogul, to sell its entertainment arm, which includes Sony Music Entertainment, Universal’s biggest competitor. So far Sony has rebuffed those demands.

Analysts expressed disappointment that Vivendi’s board did not accept SoftBank’s offer. Allan C. Nichols, a telecommunications analyst at Morningstar, valued Universal at about $5.8 billion after its EMI deal closed last year; Sanford C. Bernstein & Company’s estimate is $6.3 billion. “I think it’s crazy to have had that size offer and not taken it,” Mr. Nichols said. “It’s a shame for shareholders.”

The Media Equation: Cable TV’s Shift to Darker Dramas Proves Lucrative

We used to turn on the television to see people who were happier, funnier, prettier versions of ourselves — people like Mary Tyler Moore, or Ashton Kutcher. But at the turn of the century, something fundamental changed and we began to see scarier, crazier, darker forms of the American way of life.

Pinning down a realignment in the zeitgeist is dicey business, but more than a few people might point to Feb. 7, 1999. On that night on HBO, a character named Tony Soprano went with his daughter, Meadow, to inspect a college. It’s an oft-deployed television trope, but this time it came with a mind-altering twist. While at a gas station on the way to the college, Tony spotted a former associate who had become an F.B.I. informant and entered witness protection. In between the quotidian tasks of touring the campus, Tony hunted the man down and used his bare hands to kill him.

Rather than being revolted, audiences and critics began to chatter, and the episode, the fifth in the first season of “The Sopranos,” won an Emmy for outstanding writing in a dramatic series. The rest was television history.

It was not only a profound shift, but a highly lucrative one as well. Built on lush portraits of human pathology, subscription- and ad-supported cable channels gradually became hotbeds of quality and profits, even as broadcast networks withered.

Click on ambitious cable channels now, and you will find a high school science teacher who makes meth when he is not dissolving his enemies in vats of acid (“Breaking Bad”); a successful Madison Avenue advertising executive whose entire life is a lie (“Mad Men”); a forensics investigator who is a serial killer on the side (“Dexter”); and another New Jersey gangster, this one in Atlantic City, who is also very much the family man (“Boardwalk Empire”).

It has been a winning formula, but the execution risk is high. In “Difficult Men: Behind the Scenes of a Creative Revolution,” to be published in July by Penguin Press, the author, Brett Martin, suggests that the manic and dark shows, which were so riveting for audiences, were produced by men — and they were mostly men — who were as tortured and sometimes as despotic as the antiheroes they hung their plots on.

Mr. Martin suggests that there is a fundamental lesson about where greatness comes from. If you want to create original programming, you are going to have to deal with the idiosyncrasies of some very original characters. Artists, and that’s what they were, require a wide berth, even when tens of millions of dollars is at stake.

In this new order, writers suddenly became director-producers, filling their writing rooms with talented cronies, who may or may not have had television experience. Crews would stand by for days while the creators mulled details and handed out freshly printed pages of entire new scenes. Directors, studio executives, even the actors themselves became game pieces in the creator’s effort to build a television version of the universe he saw in his head.

“This isn’t like publishing some lunatic’s novel or letting him direct a movie. This is handing a lunatic a division of General Motors,” one television veteran told Mr. Martin, remaining anonymous presumably because he or she hoped to make more television — and more money — with said lunatics.

What becomes remarkable in retrospect is not just the rise of a new kind of storytelling, but the realization that an entire industry was built and controlled by writer-producers, men who typed for a living. Among others, Mr. Martin recounts the rise of David Chase, the creator of “The Sopranos”; David Milch, who came out of “NYPD Blue” to create “Deadwood”; David Simon, a former reporter for The Baltimore Sun who created “The Wire”; and Matthew Weiner, a “Sopranos” alumnus who conjured “Mad Men.”

E-mail: carr@nytimes.com;

Twitter.com/carr2n

At Hedge Funds and Private Equity, Lucrative Paydays

We rely on filings required by the Securities and Exchange Commission for public companies. That means we are missing entire categories of businesses: privately held corporations, most hedge funds and many private equity firms. Some sleuthing shows that payouts given to private equity titans and hedge fund managers were often significantly higher than that of the mere mortals on our list.

Four of the largest private equity firms — the Carlyle Group, Apollo Global Management, the Blackstone Group and Kohlberg Kravis Roberts & Company — went public in recent years, a move that required them to begin disclosing executive pay. Their executives don’t show up on our main list because we look only at companies with total revenue of more than $5 billion. Unlike executive pay at most corporations, much wealth here is derived from their ownership stakes in these firms, and, each year, they get payouts based on their stakes.

Distributions at private equity firms are analogous to dividends corporations pay shareholders, said Victor Fleischer, a professor at the University of Colorado Law School and a columnist for DealBook. Private equity executives may also hold direct ownership stakes in the funds managed by the firm, so distributions from those funds wouldn’t necessarily show up in the public data, he noted.

If all of the distribution payouts were factored in, some of these executives’ pay packages would dwarf those on our list.

Consider Leon Black, C.E.O. of Apollo Global Management, among the largest private equity firms with $2.86 billion in 2012 revenue. He took in more than $125 million last year. A tiny piece — $287,000 — was from salary and other base compensation. The bulk was from distributions based on the 92.7 million shares he owns in the firm, according to Equilar calculations.

Steve Schwarzman, founder and chief executive of the Blackstone Group, took in $8.4 million in compensation last year, and his distributions earned him an additional $204 million. “Mr. Schwarzman has a salary and does not take a bonus,” said Peter Rose, a Blackstone spokesman, in response to Equilar’s research. “He gets dividends on his Blackstone stock, just like the public, and he gets his share of the gains in the funds he invests in. His interests perfectly match up with our fund investors and our public shareholders.”

The wealth of executives at Kohlberg Kravis Roberts was harder to determine, because it disclosed only distribution payouts on common units and not on the convertible ownership units held by top executives. But even excluding those payouts, the two co-chiefs at K.K.R., Henry R. Kravis and George R. Roberts, made more than $35 million each in compensation.

These large payments would not be obvious to the casual reader of proxy statements. Only the salary, bonuses and certain other pay like stock grants are listed plainly on the annual compensation tables in S.E.C. filings. To determine the big dividend payouts, Equilar pieced together information in other parts of the company’s annual report.

A spokesman at Apollo Global declined to comment on its compensation, and representatives for Carlyle and K.K.R. did not reply to requests for comment.

HEDGE fund managers typically prize secrecy. Only a handful of hedge funds — including Och-Ziff, Fortress Investment and Oaktree Capital Management — are publicly traded and thus required to disclose their executive pay packages.

Each year, AR magazine estimates hedge fund managers’ pay based on the fees they charge clients as well as the change in value of their personal stakes. In 2011, Ray Dalio, the founder of Bridgewater Associates, had an estimated payday of $3.9 billion (yes, billion with a “b”), according to AR magazine. The activist investor Carl C. Icahn was estimated to have earned $2.5 billion in 2011. The 2012 list will be published in the coming weeks.

By comparison, the publicly traded hedge funds paid their C.E.O.’s relatively meager amounts. Oaktree Capital’s president, Bruce Karsh, made about $12.2 million in base compensation and about $64 million in distributions in 2012. (Forbes estimated his net worth at $1.65 billion.)

To be fair, many hedge fund managers have most of their wealth tied up in the funds themselves. For instance, Steven A. Cohen, one of the consistently top-paid hedge fund managers, owns more than half of the estimated $15 billion in assets managed by his firm, SAC Capital.