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, /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") today announced the extension of the Expiration Dates in connection with the previously announced (i) offers to purchase (the "Tender Offers" and each, a "Tender Offer") for cash, upon the terms and subject to the conditions set forth in the related offer to purchase (the "Offer to Purchase"), any and all of the identified notes in each series of the Existing Tender Offer Notes (defined by reference to the table set forth below) issued by Discovery Global Holdings, Inc. (formerly WarnerMedia Holdings, Inc.) (the "DGH Issuer") and Discovery Communications, LLC (the "DCL Issuer" and together with the DGH Issuer, each a "WBD Issuer" and collectively the "WBD Issuers"), as applicable, and (ii) offers to exchange (the "Exchange Offers" and each, an "Exchange Offer" and, together with the Tender Offers, the "Offers" and each, an "Offer"), upon the terms and subject to the conditions set forth in the related exchange offer memorandum (the "Offering Memorandum"), any and all of the identified notes in each series of the Existing Exchange Offer Notes (defined by reference to the table set forth below) (together with the Existing Tender Offer Notes, the "Offer Notes") issued by the applicable WBD Issuer for notes to be newly issued by Paramount.

The Expiration Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) have been extended to 5:00 p.m., New York City time, on September 18, 2026, unless further extended. The Settlement Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) will occur promptly after the Expiration Date and are currently anticipated to occur in the third quarter of 2026. Paramount anticipates extending the Expiration Date for such Tender Offers and Exchange Offers until such time that would result in the Settlement Dates occurring on or promptly following the closing date of the proposed acquisition (the "Acquisition") by Paramount of Warner Bros. Discovery, Inc. ("WBD"). Tenders of the Offer Notes in the Offers may be withdrawn at any time prior to the Expiration Date. The aforementioned extensions further extend the Expiration Dates previously extended by Paramount on June 12, 2026, June 26, 2026, July 13, 2026, July 17, 2026, July 24, 2026, July 31, 2026, August 7, 2026, August 17, 2026, August 24, 2026, and August 31, 2026.

As of 5:00 p.m., New York City time, on September 4, 2026, approximately 66.28% and 75.31% of the aggregate principal amount of the Existing Tender Offer Notes and Existing Exchange Offer Notes, respectively, have been validly tendered in the applicable Offers. As Paramount previously announced that it anticipates extending the Offers to align with the closing date of the Acquisition, Paramount does not view these figures to be representative of the final results of the applicable Offers.

Information about each series of Offer Notes eligible to participate in the Offers is summarized below.

Type of Offer

Offer Notes to be Tendered
or Exchanged, as
Applicable

Issuer of Offer Notes

CUSIP No. / Common Code
/ ISIN Eligible to
Participate in the Offers (1)

Aggregate Principal
Amount of Offer Notes
Eligible to Participate in the
Offers (2)

Tender Offer

3.950% Senior Notes due
2028

DCL Issuer

25470D CP2

US25470DCP24

$1,234,458,000

Exchange Offer

4.125% Senior Notes due
2029

DCL Issuer

25470D CQ0

US25470DCQ07

$655,825,000

Exchange Offer

3.625% Senior Notes due
2030

DCL Issuer

25470D CR8

US25470DCR89

$914,183,000

Exchange Offer

5.000% Senior Notes due
2037

DCL Issuer

25470D CS6

US25470DCS62

$453,281,000

Exchange Offer

6.350% Senior Notes due
2040

DCL Issuer

25470D CT4

US25470DCT46

$438,102,000

Exchange Offer

4.950% Senior Notes due
2042

DCL Issuer

25470D CU1

US25470DCU19

$130,366,000

Exchange Offer

4.875% Senior Notes due
2043

DCL Issuer

25470D V91
CV9US25470DC

$141,584,000

Exchange Offer

5.200% Senior Notes due
2047

DCL Issuer

25470D W74
CW7US25470DC

$3,161,000

Exchange Offer

5.300% Senior Notes due
2049

DCL Issuer

25470D X57
CX5US25470DC

$247,860,000

Tender Offer

3.755% Senior Notes due
2027

DGH Issuer

254948 AH5

US254948AH58

254948 AN2

US254948AN27

U25483 AA3

USU25483AA38

$1,189,336,000

Exchange Offer

4.054% Senior Notes due
2029

DGH Issuer

254948 AJ1

US254948AJ15

254948 AP7

US254948AP74

U25483 AB1

USU25483AB11

$1,353,828,000

Exchange Offer

4.279% Senior Notes due
2032

DGH Issuer

254948 AK8

US254948AK87

254948 AQ5

US254948AQ57

$2,691,764,000

Exchange Offer

5.050% Senior Notes due
2042

DGH Issuer

254948 AL6

US254948AL60

254948 AR3

US254948AR31

U25483 AD7

USU25483AD76

$4,104,687,000

Exchange Offer

5.141% Senior Notes due
2052

DGH Issuer

254948 AM4

US254948AM44

254948 AS1

US254948AS14

$949,883,000

Exchange Offer

4.302% Senior Notes due
2030

DGH Issuer

XS3393993285

339399328

€234,382,000

Exchange Offer

4.693% Senior Notes due
2033

DGH Issuer

XS3393994507

339399450

€316,641,000

__________

(1)

No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the Offer Notes. Such identifiers are provided solely for the convenience of the holders.

(2)

Represents the aggregate principal amount of Offer Notes outstanding that are eligible to participate in the Offers.

The Exchange Offers are being made pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, and are also not being registered under any state or foreign securities laws. Any securities offered pursuant to the Exchange Offers may not be offered or sold in the United States or to any U.S. persons (as defined below) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers will only be made, and the securities offered pursuant to the Exchange Offers are only being offered and issued, to holders of applicable Existing Exchange Offer Notes who are (a) reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act or (b) not "U.S. persons," as defined in Rule 902 of Regulation S under the Securities Act (such holders, "Eligible Holders"), and only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. The eligibility certification is available electronically at: https://gbsc-usa.com/eligibility/paramount.

General

Each Offer is a separate offer, and each may be individually consummated, amended, extended, terminated, or withdrawn, subject to certain conditions and applicable law, at any time in Paramount's sole discretion, and without also consummating, amending, extending, terminating, or withdrawing any other Offer with respect to any other series of Offer Notes. Paramount may terminate an Offer if any of the conditions of such Offer described in the Offer to Purchase or Offering Memorandum, as applicable, are not satisfied or waived by the applicable Expiration Date, subject to applicable law. In addition, Paramount may waive the conditions to an Offer without extending such Offer in accordance with applicable law.

The Offers are being made solely by Paramount and are not being made by WBD or the WBD Issuers. None of Paramount, WBD, the WBD Issuers, the Dealer Managers, the Exchange Agent (as defined below), the Information Agent (as defined below), the trustees under each of the indentures governing the Offer Notes, the trustee or collateral agent under the indenture that will govern the notes to be issued in the Exchange Offers, or any affiliate of any of them makes any recommendation as to whether any holder of Offer Notes should tender or refrain from tendering all or any portion of the principal amount of such holder's Offer Notes for cash or notes to be issued in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision whether to tender Offer Notes in any Offer and, if so, the amount of Offer Notes to tender.

Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Exchange Offers. Paramount has engaged Global Bondholder Services Corporation to act as the exchange agent (in such capacity, the "Exchange Agent") and information agent (in such capacity, the "Information Agent") for the Offers. Questions concerning the Offers, or requests for additional copies of the Offer to Purchase or Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2014 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at [email protected]. Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Offers. The Exchange Offer documents and the Tender Offer documents can be accessed at the following link: https://gbsc-usa.com/paramount.

Paramount has engaged BofA Securities and Citigroup as dealer managers (in such capacity, the "Dealer Managers") for the Offers. Holders with questions regarding the Offers should contact BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980) 388-3646 (collect) or [email protected] or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 or [email protected]. Latham & Watkins LLP is serving as legal counsel to Paramount and Cahill Gordon & Reindel LLP is serving as legal counsel to the Dealer Managers.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security, and does not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

About Paramount, a Skydance Corporation

Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.

PSKY-IR

Cautionary Note Concerning Forward-Looking Statements

This communication contains "forward-looking statements" regarding the Acquisition and the other transactions referred to herein. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Paramount. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; potential adverse effects to the businesses of Paramount or WBD during the pendency of the Acquisition, such as employee departures or distraction of management from business operations; negative effects of the announcement or the consummation of the Acquisition on the market price of WBD or Paramount stock; the risk of stockholder litigation relating to the Acquisition, including resulting expense or delay; the potential that the expected benefits and opportunities of the Acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to the streaming business of the post-Acquisition combined business (the "Combined Company"); the adverse impact on the Combined Company's advertising revenues as a result of changes in consumer behavior, advertising market conditions, and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to the Combined Company's decision to invest in new businesses, products, services, and technologies, and the evolution of the Combined Company's business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of the Combined Company's content; damage to the Combined Company's reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining the Combined Company's intellectual property rights; domestic and global political, economic and regulatory factors affecting the Combined Company's business generally or the Acquisition; the inability to hire or retain key employees or secure creative talent; disruptions to the Combined Company's operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount's ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies, including in the amounts or on the timelines anticipated to realize such synergies; litigation related to the Acquisition and other matters or transactions; risks associated with the Combined Company's holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to our indebtedness, including our substantial outstanding debt obligations, our ability to incur substantially more debt and our ability to meet the financial and other covenants contained in the agreements governing the indebtedness of Paramount, WBD, or the Combined Company. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, including in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," Paramount's most recently filed Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 4, 2026, including in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," and Paramount's subsequent filings with the SEC, and in WBD's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the section captioned "Item 1A. Risk Factors," WBD's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 6, 2026, and WBD's subsequent filings with the SEC. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.

SOURCE Paramount Skydance Corporation

Paramount Skydance (PSKY.O) said on Tuesday that California Attorney General Rob Bonta made statements in television ​interviews that undermine his legal arguments against the company's request for a $1.88 ‌billion bond in the Warner Bros. Discovery (WBD.O) merger case.

Paramount is looking to insulate itself against the cost of delaying its bid to become a major rival of Netflix (NFLX.O) and Disney (DIS.N), as California ​and others seek to block the deal as illegal.

Paramount has said a ​bond is necessary so the company can recover losses if it ⁠wins cases brought by a California-led group of states and the Writers Guild of ​America. By the time the case is scheduled to conclude in April, Paramount has ​said it will have paid Warner Bros shareholders $1.3 billion in fees.

One of Bonta's legal arguments against the bond is that Paramount voluntarily agreed to pause closing the deal, rather than wait for a ​judge to issue an injunction pausing the transaction.

But Bonta has described the pause ​as equivalent to an injunction in television interviews, Paramount said on Tuesday, arguing that antitrust law requires ‌the ⁠states to post a bond.

U.S. District Judge Araceli Martinez-Olguin in Oakland has scheduled a hearing on Paramount's bond request for September 24.

"We believe Paramount’s motion has no merit and look forward to presenting our case in court at the September 24th hearing," ​Bonta's office said in ​a statement.

California and ⁠11 other states sued to block the deal in July, saying it would create a media behemoth with the power to ​raise prices in film and television. The Writers Guild of America ​has also ⁠sued, saying it would worsen working conditions and pay for writers.

Paramount has said the deal will strengthen the film and TV industry and lead to more, rather than less, ⁠content.

While ​Paramount and Bonta have both said they are willing ​to negotiate, Bonta has said the states are ready to go to trial if a potential settlement ​does not address their concerns.

ToplineCalifornia Attorney General Rob Bonta accused Paramount’s leadership of leaking information and acting in bad faith as he canceled a planned meeting with the media giant’s executives scheduled for Monday to discuss a potential settlement in an antitrust suit to block Paramount’s acquisition of Warner Bros. Discovery.

The California Attorney General accused Paramount's leadership of "demonstrating a lack of good faith."

Getty Images

Key FactsIn a statement shared with Deadline and the New York Times early on Monday, Bonta said Paramount leaked “alleged substance of settlement discussions.”

The California AG accused the media conglomerate of misrepresenting their discussions in these leaks and also “demonstrating a lack of good faith.”

Bonta’s statement, however, left the door open for future talks, saying his office is happy to meet the company’s executives as soon as “Paramount stops playing games and engages sincerely.”

Paramount has not publicly commented on the California attorney general’s remarks.

Monday’s talks were not expected to bring about an immediate resolution in the case brought by several state Democratic attorneys general, but they were set to take place on the backdrop of California Gov. Gavin Newsom saying he would prefer a settlement amid Paramount’s threats to leave California.

tangentAlthough Bonta’s statement didn’t specify what leaks he was talking about, the Wall Street Journal reported on Sunday night Bonta was expected to ask Paramount to divest some cable networks and make a commitment to keeping its movie studio separate from Warner Bros. as part of the settlement. Citing an unnamed source, the Journal reported that lawyers from the company and the AG’s office met last week to discuss the agenda for Monday’s meeting. The report noted Paramount is unlikely to agree to either selling off its cash generating cable channels or keeping Warner Bros.’ studio business separate. An industry source cited by Deadline in an earlier report said the issue has turned into a game of “PR chicken” with Paramount CEO David Ellison believing the company could force Bonta to back off “with threats and intimidation,” mainly the threat to leave California. The report noted that the states suing to block the merger have raised doubts about the feasibility of one of Ellison’s promises, of releasing 30 theatrical films every year.

What Have California officials Said About The Case?At a press conference last week, California Gov. Gavin Newsom said he would prefer a settlement be reached in the multi-state lawsuit opposing Paramount’s acquisition of Warner Bros. “if it’s a good deal.” Newsom said the matter has to be “worked through” and added he was “concerned about the state, our reputation.” Newsom’s remarks come amid Paramount’s threat to leave the state, and the Democratic governor—who is considered one of the front runners for the Democratic Party’s presidential nomination in 2028—said he is taking the threat seriously. “I hope that doesn’t happen, and I’m of the belief that they don’t want to see that happen,” acknowledging such a departure could have a major impact on Hollywood. Xavier Beccera, the Democratic candidate for this year’s California gubernatorial election and former California AG, also said he would prefer a settlement. “I hope it settles before court. It is easier to stand in a conference room and settle than it is to stand in a courtroom,” Beccera said during a Politico event earlier this month. Los Angeles Mayor Karen Bass has also come out in favor of a settlement.

key backgroundParamount’s $110 billion deal to acquire Warner Bros. Discovery hit a major bump last month after a group of 12 states, including California, sued to block the merger. While announcing the suit, Bonta said the deal would result in “higher prices, lower quality, and less content for film and television.” Later in July, a federal judge temporarily paused the merger from going through, saying the states had raised “serious questions” about the deal’s impact. The ruling was a costly blow for the Ellison-led company, which is liable to pay a ticking fee of around $7 million per day or $650 million per quarter if the deal doesn’t close by the end of September. A few days later, Paramount said it had agreed to push back the merger to June 2027 or until five days after the judge makes a decision on the states’ case.

further readingDavid Ellison Says Paramount-Warner Bros. Discovery Scrutiny Is About ‘Whether I Can Be Trusted’ With CNN (Forbes)

Paramount Suffers Major Early Blow In Merger Lawsuit—And Billion-Dollar Losses Could Lie Ahead (Forbes)

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California Attorney General Rob Bonta told CNBC's David Faber on Thursday that the group of states suing to block Paramount Skydance's proposed acquisition of Warner Bros. Discovery would require "robust structural remedies" to reach a settlement in the antitrust case.

"[Paramount] wanted to talk about everything except for what this case is about. They want to talk about the streaming market, which we don't allege in our complaint. They want to talk about CNN, which is not a focus of our complaint. They want to talk about the foreign regulators. We want to talk about the three markets that we set forth in our complaint, where we think there's antitrust violation," Bonta said.

Bonta and 11 other state attorneys general filed a lawsuit in July seeking to block the merger. The group of suing states also includes Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington. In the suit, the group focuses on the size of the combined company and how it would control nearly one-third of films and nearly a third of basic cable TV programming. 

Paramount, which initially sought to close the deal by Sept. 30, agreed to delay the proposed acquisition of WBD to as late as June 2027. A trial will be heard on the matter in March.

There has been widespread speculation about whether Paramount and the states will hold settlement talks to bypass the March trial.

"I will say that coming to the table has always been on the table. And if [CEO David] Ellison and Paramount want to come to the table in good faith and talk, we want to talk, too. We're happy to have that conversation," Bonta said. "We do prefer to resolve cases in the boardroom instead of the courtroom, but for now we're bringing our case, and, you know, I hope they can focus on the actual allegations we make in our complaint."

Bonta said it's no secret Paramount wants the states to consider a settlement.

If the two companies were to combine, it would unite the famed movie studios Warner Bros. and Paramount, as well as a massive portfolio of TV networks including Paramount's broadcast network CBS and pay TV channels such as its MTV and BET with WBD's CNN, Discovery and others. It would also bring together streaming platforms Paramount+ and HBO Max. 

"Whether the market is shrinking or growing is really irrelevant," Bonta said Thursday in response to the argument that the pay TV subscriber base has been decreasing due to the rise of streaming.

Bonta said a combined Paramount-WBD would create a "presumptively illegal market concentration" in the film and TV markets the group of attorneys general identified in the lawsuit.

"We are the ones who've looked at this from a straight-up law and facts perspective in the American economy under American law under Clayton Act Section 7, which applies here as antitrust law," Bonta said. "[The law has] been on the books for over a century. And it's just a straight up, meat-and-potatoes, black-and-white, bread-and-butter, antitrust case."

The Clayton Antitrust Act is the more-than-100-year-old law that prohibits anticompetitive mergers and acquisitions.

Paramount has previously called the states' lawsuit a "misrepresentation of competition in the entertainment industry today," and said it plans to "vigorously defend the transaction and demonstrate that this challenge is inconsistent with sound competition and policy and the competitive realities of the media marketplace."

Paramount's lead trial counsel, Jeffrey Kessler, earlier told CNBC that Paramount "believes strongly" in the combination of the two companies and is prepared to bring the matter to the Supreme Court if it was faced with a prolonged blockade to closing the deal. 

During Paramount's August earnings call, Ellison said he's "confident" the deal will close.

A Paramount spokesperson didn't immediately respond to a request for comment about Bonta's remarks on Thursday.

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Paramount Skydance CEO David Ellison wants California Attorney General Rob Bonta's state and its counterparts to post a bond to cover the merger delay costs. Angela Weiss/AFP via Getty Images; Mel Melcon / Los Angeles Times via Getty Images David Ellison wants those challenging his Warner Bros. Discovery deal — including California and 11 other states — to be prepared to pay nearly $1.9 billion if they lose their lawsuit.

Paramount Skydance's $110 billion WBD acquisition is on pause after lawsuits from 12 states and the Writers Guild of America, which argued the deal is anticompetitive. A federal judge said the plaintiffs "raised serious questions" in their lawsuit and set a trial date for early March.

Ellison's company now wants the judge to order its legal opponents to post a $1.88 billion bond that Paramount would receive if it eventually prevails in court.

Paramount has agreed to pay WBD shareholders a "ticking fee" of nearly $7 million per day that its deal isn't closed, starting October 1. By the time the trial concludes, Paramount would owe $1.3 billion in ticking fees that would be "unrecoverable," the company said on Monday, adding that it's also missing out on "significant additional cost savings" by not closing the WBD deal now.

Corey Martin, an M&A lawyer who's head of the entertainment finance practice at Los Angeles-based firm Granderson Des Rochers, said it was "very unlikely" that Paramount would convince the judge that the plaintiffs should be on the hook for the ticking fees.

The judge can decide whether the plaintiffs need to post a bond and, if so, in what amount.

"I would be surprised if they could apply the proceeds of any bond toward the ticking fee," Martin said.

When Nexstar was hit with an antitrust case after buying rival Tegna, the TV station giant asked the court to require the plaintiffs to post a $150 million bond. The judge required only a $10,000 bond.

Paramount has already secured approval from every other relevant regulatory authority, including the US Department of Justice and the European Commission.

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Media Warner Bros.

Paramount’s board has approved a plan to move the Hollywood studio out of California if the state’s attorney general Rob Bonta doesn’t agree to settlement talks in his bitter antitrust case by Oct. 1, according to reports.

Paramount CEO David Ellison told his top lieutenants last week that his company would relocate to Tennessee, Texas, Georgia or another state if Bonta refuses to come to the table in his case opposing Paramount’s $110 billion acquisition of Warner Bros. Discovery, Puck and Variety reported Tuesday.

The mogul discussed the ultimatum during an hourlong lunch meeting last Wednesday with Paramount’s 12-member Executive Leadership Team on the company’s storied Hollywood lot, according to Puck, which cited two people with direct knowledge of the meeting.

Paramount could eventually shift most studio jobs out of California under a five-year relocation strategy CEO David Ellison outlined to senior executives, according to Puck. Getty Images Ellison told the group that Paramount’s board, which he controls, had already signed off on the relocation plan, the report said.

The 43-year-old son of Oracle billionaire Larry Ellison set an Oct. 1 deadline for resolving the dispute since that’s the date a so-called $7 million-per-day “ticking fee” tied to the Warner Bros. deal is set to kick in, according to the report.

If there are no negotiations, Ellison said he would move either Paramount or the combined Paramount-Warner Bros. company out of California regardless of how the antitrust litigation ultimately plays out, Puck reported.

The Post has sought comment from Paramount and Bonta.

Ellison said the headquarters would be the first operation to relocate, with incentives from whichever state ultimately lands the company helping finance the move, according to the report.

He is already in contact with multiple states and is developing a five-year plan that would eventually shift most of the studio’s jobs to its new home, Puck reported.

Ellison estimated that leaving California would save Paramount $500 million a year in taxes.

Paramount CEO David Ellison has set an Oct. 1 deadline to resolve the company’s antitrust battle with California before pressing ahead with plans to relocate, according to Puck. AFP via Getty Images The company could also raise cash by selling the Paramount and Warner Bros. studio lots, each of which has been valued as high as $4 billion, Puck reported, while noting that the properties could fetch less given Los Angeles’ battered production market.

Paramount would nevertheless maintain a creative presence in Hollywood because many of its talent partners and vendors remain there, while executives and other business operations would be expected to relocate, according to the report.

Ellison told executives he still wants the combined company — and roughly 30,000 jobs — to remain in Southern California, Puck reported.

But he argued that relocating would be preferable to cutting content spending or restructuring the company as it shoulders the mounting cost of fighting the states and paying roughly $650 million in quarterly ticking fees, according to the report.

California Gov. Gavin Newsom has stayed publicly quiet about the antitrust suit, but privately favors a settlement between Paramount and the state, according to Puck. Anadolu via Getty Images The Warner Bros. deal could also leave Paramount on the hook for a $7 billion breakup fee if it fails to close by next June, Puck reported.

The relocation plan marks a dramatic escalation in Ellison’s showdown with Bonta, who is leading California and 11 other states in a federal antitrust lawsuit seeking to block the Warner Bros. acquisition.

Bonta’s office blasted the latest maneuver, telling Puck that it is “another attempt to blackmail the state into letting an illegal deal through.”

“Paramount has lost the plot as it continues to lose in court.”

Ellison nevertheless expressed confidence during last week’s meeting that Paramount would defeat the states’ case and eventually complete the Warner Bros. deal, according to Puck.

His remarks reportedly rattled some members of Paramount’s leadership team.

Several executives later told colleagues about the meeting amid concerns about uprooting their families and disbelief that the dispute with California had deteriorated to the point where Paramount could leave the state, according to Puck.

California Attorney General Rob Bonta is leading an antitrust challenge by California and 11 other states seeking to stop Paramount’s $110 billion Warner Bros. Discovery acquisition. REUTERS Among those reportedly attending the meeting were studio chiefs Dana Goldberg and Josh Greenstein, streaming boss Cindy Holland and CBS chief George Cheeks.

Ellison is meanwhile trying to build political and industry pressure on Bonta to negotiate.

Paramount previously proposed a consent decree containing 12 concessions, including promises to keep both the Paramount and Warner Bros. lots operating and to release 30 movies a year through the two studios, Puck reported.

The company also offered theater chains a minimum 45-day theatrical window and a 90-day window before movies move to Paramount+, according to the report.

AMC Theatres and Regal owner Cineworld have backed the merger after receiving the proposal, while Cinemark’s board is expected to discuss whether to join them this week, Puck reported.

Bonta, however, has resisted the overtures, with the site reporting that he would presumably seek major structural remedies rather than Paramount’s piecemeal concessions.

Paramount‘s antitrust commitments in the UK to secure approval for its $111 billion Warner Bros. Discovery deal strengthens the hand of the 12 state attorneys general suing to block the merger.

That’s the view of Block the Merger, a creative industries coalition that has come together to campaign against the union between Paramount and Warner. The coalition has won the support of The Traitors host Alan Cumming, as well as industry groups including the Archival Producers Alliance and the International Documentary Association.

In a statement following the UK government’s decision to greenlight WarnerMount, Block the Merger said: “UK Secretary Nandy’s ability to obtain major concessions from Paramount lends powerful credibility to the case 12 state attorneys general have brought here in the U.S.

“If this merger required binding remedies even in the UK, where Paramount and Warner hold a far weaker market position and the CMA has grown reluctant to block big mergers, the dangers in the more concentrated U.S. market are unmistakable.”

Paramount has agreed to a “deed of covenant” with the Department for Digital, Culture, Media and Sport. This includes a commitment not to combine linear channels with its streaming services and maintain the editorial independence of its news services and children’s networks.

The commitments, which come into effect once the transaction completes and will remain in force for five years, will ensure that Channel 5 News’ editorial direction remains entirely separate from CBS News and CNN International. Fair access to the CNN, CBS, and Channel 5 archives was also an undertaking.

Block the Merger said these were “encouraging” but not “the whole fight.” The group added: “Our position remains the same – the Paramount Skydance-Warner Bros. Discovery merger is a dangerous consolidation that will harm film, entertainment, and independent press in markets around the world. State attorneys general hold independent authority to enforce antitrust laws, and we are confident they will prevail at trial and fully block this merger.”

The U.S. lawsuit will go to trial in March 2027. Attorneys general, including California’s Rob Bonta, allege that the transaction stifles competition across wide-release theatrical film distribution, big-budget blockbusters, and basic cable television channel licensing.

More from this Story Arc

Key Takeaways PSKY topped Q2 earnings and revenue estimates as DTC strength and Studios gains offset TV Media weakness.Paramount Skydance grew Paramount to 81.6M subscribers and expanded DTC EBITDA margin to 14.8%.PSKY forecast Q3 revenue growth of 4-7% and raised its 2026 adjusted EBITDA outlook. Paramount Skydance Corporation (PSKY - Free Report) reported second-quarter 2026 results, wherein both the top and bottom lines surpassed the Zacks Consensus Estimate.

The quarter reflected continued strength in the Direct-to-Consumer (DTC) business, a Studios turnaround and disciplined cost management, partially offset by ongoing weakness in TV Media.

On the revenue front, PSKY posted total revenues of $6.91 billion, beating the Zacks Consensus Estimate of $6.88 billion by 0.43%. Revenues increased 0.93% year over year.

PSKY reported adjusted earnings of 18 cents per share, which beat the Zacks Consensus Estimate of 15 cents by 20%. The quarter included $153 million in transaction-related costs.

PSKY's Financial Performance OverviewGAAP operating income increased to $475 million in the second quarter of 2026 from $399 million in the year-ago quarter. Operating margin expanded to 6.9% from 5.8%, reflecting improved profitability across the DTC and Studios businesses and disciplined expense management despite continued pressure in linear television.

 Adjusted EBITDA rose 27% year over year to $1.10 billion, while adjusted EBITDA margin expanded to 15.9% from 12.6%. The improvement was driven by continued DTC margin expansion, stronger Studios profitability and higher margins in TV Media through ongoing cost discipline. Management noted that enterprise-wide efficiency initiatives remain on track to deliver more than $2.7 billion in run-rate efficiencies by year-end 2026.

On the advertising front, digital advertising continued to gain traction, with DTC advertising revenues up 8% year over year and Paramount+ advertising revenues rising more than 30%, supported by stronger engagement and improved monetization.

PSKY's Q2 Segment Performance DetailsDTC revenues came in at $2.47 billion, up 9% year over year, led by 16% growth in Paramount+ revenues to $2.06 billion on subscriber and ARPU gains. Paramount+ ended the quarter with 81.6 million subscribers, adding approximately two million despite nearly two million international hard bundle exits. DTC adjusted EBITDA climbed 44% to $366 million, with margin expanding to 14.8% from 11.2%, supported by the platform's best-ever retention quarter, driven by Dutton Ranch, UFC programming and the FIFA World Cup in select Latin American markets.

Studios revenues grew 16% year over year to $1.31 billion on higher third-party television deliveries and the consolidation of Skydance licensing revenues, partly offset by a difficult theatrical comparison against Mission: Impossible – The Final Reckoning. Studios adjusted EBITDA improved to $36 million from a loss of $31 million a year earlier, reflecting a more disciplined approach to greenlighting, marketing and distribution.

TV Media revenues declined 9% year over year to $3.13 billion, with advertising down 14% on the NCAA lap and international divestitures, and affiliate revenues down 6% amid continued pay TV subscriber declines. TV Media adjusted EBITDA rose to $1.06 billion, with margin expanding to 34% from 26.4%, on disciplined cost management. CBS held seven of the top 10 broadcast series in the most recent broadcast season.

PSKY's Q2 Balance Sheet and Cash Flow DetailsCash and cash equivalents were $1.63 billion as of June 30, 2026, down from $1.94 billion as of March 31, 2026. Gross debt decreased sequentially to $15.16 billion from $15.48 billion, with $1.8 billion drawn under the revolving credit facility. Operating cash flow totaled $319 million and free cash flow was $258 million.

PSKY’s Q3 and 2026 OutlookFor the third quarter, PSKY expects revenues of $6.95 billion to $7.15 billion, implying 4% to 7% growth year over year, with Paramount+ subscribers expected to be roughly flat sequentially. Adjusted EBITDA is projected at $875 million to $975 million (13.1% margin at midpoint), with approximately $200 million in transformation costs expected during the quarter. Studios and TV Media profitability are expected to improve year over year, while DTC margins are expected to moderate on higher content amortization tied to the second-half programming slate.

For 2026, PSKY reaffirmed its $30 billion revenue target (4% growth) and raised its adjusted EBITDA outlook to $3.8-$3.9 billion from a prior guidance of $3.8 billion. Free cash flow conversion is now expected at a minimum of 10%, up from a prior guidance of 5%, before roughly $800 million in transformation costs. Management reiterated confidence that the proposed Warner Bros. Discovery acquisition will be completed.

Zacks Rank & Stocks to ConsiderPSKY currently carries a Zacks Rank #3 (Hold).

Some better-ranked stocks in the broader Zacks Consumer Discretionary sector are American Public Education (APEI - Free Report) , Newsmax (NMAX - Free Report) and  Target Hospitality (TH - Free Report) . Each stock carries a Zacks Rank #2 (Buy) at present. You can see the complete list of today’s Zacks #1 Rank (Strong Buy) stocks here.

American Public Education is set to report second-quarter 2026 results on Aug. 10. The Zacks Consensus Estimate for American Public Education’s second-quarter EPS is pegged at 36 cents, unchanged over the past 30 days and indicating an improvement of 1900% year over year.

Newsmax is slated to report second-quarter 2026 results on Aug. 13. The Zacks Consensus Estimate for Newsmax’s second-quarter loss is pegged at 2 cents per share, unchanged over the past 30 days and indicating an improvement of 96.61% year over year.

Target Hospitality is slated to report second-quarter 2026 results on Aug. 10. The Zacks Consensus Estimate for Target Hospitality’s second-quarter loss is pegged at 10 cents per share, unchanged over the past 30 days and indicating an improvement of 33.33% year over year.

Paramount Skydance Corporation (PSKY) Q2 2026 Earnings Call August 4, 2026 5:00 PM EDT

Company Participants

Kevin Creighton - EVP of Corporate Finance & Investor Relations
David Ellison - Chairman & CEO
Dennis Cinelli - Chief Financial Officer
Andrew Gordon - Chief Strategy Officer, COO & Director

Conference Call Participants

Robert Fishman - MoffettNathanson LLC
David Joyce - Seaport Research Partners

Presentation

Operator

Good afternoon. My name is Krista, and I'll be your conference operator today. I would like to welcome everyone to Paramount's Second Quarter 2026 Earnings Conference Call. [Operator Instructions]

I would now like to turn the call over to Kevin Creighton, Paramount's EVP of Corporate Finance and Investor Relations. Sir, you may begin your conference call.

Kevin Creighton
EVP of Corporate Finance & Investor Relations

Good afternoon, and thank you for taking the time to join us for the Paramount Q2 2026 Earnings Call. I'm Kevin Creighton, EVP of Corporate Finance and Investor Relations. Joining me today is our Chairman and Chief Executive Officer, David Ellison; our Chief Financial Officer, Dennis Cinelli; and our Chief Strategy and Operating Officer, Andy Gordon.

As a reminder, we will be making forward-looking statements today that involve risks and uncertainties. Our remarks will also include non-GAAP financial measures, and reconciliations of these measures can be found in our earnings letter or in our trending schedules, which contain supplemental information. These can be found on our Investor Relations website.

I'll now turn it over to David for a few brief remarks before we address analyst questions.

David Ellison
Chairman & CEO

Thanks, Kevin, and good afternoon, everyone. A year ago, we set 3 priorities for the new Paramount: invest in storytelling, scale our direct-to-consumer business globally and drive enterprise-wide efficiency. 12 months in, I'm proud to say we are delivering on all 3. We nearly doubled our theatrical slate, deepened our roster with top-tier creative

Key Takeaways PSKY expects Q2 revenues of $6.75B-$6.95B, ranging from flat to down 1% year over year.Paramount's Direct-to-Consumer business is expected to benefit from content and AI adoption.PSKY's Warner Bros. Discovery integration planning remained a key strategic focus. Paramount Skydance Corporation (PSKY - Free Report) is scheduled to report its second-quarter 2026 results on Aug. 4.

For the second quarter of 2026, the company expects total revenues between $6.75 billion and $6.95 billion, flat to down 1% year over year.

The Zacks Consensus Estimate for revenues is pegged at $6.88 billion, indicating a 0.5% increase from the year-ago quarter’s reported figure.

The consensus mark for earnings is pegged at 15 cents per share, down from 46 cents reported in the prior year quarter. The estimate has remained unchanged over the past 30 days.

PSKY surpassed the Zacks Consensus Estimate for earnings in three of the trailing four quarters, while missing once, with an average negative surprise of 144.82%.

Let us see how things are shaping up for the upcoming announcement.

Factors to ConsiderParamount is expected to have entered the second quarter of 2026 with improving streaming and studio momentum, following a first quarter that saw healthy Direct-to-Consumer growth, expanding studio revenues and continued execution of its technology transformation strategy. Paramount+ benefited from stronger subscriber engagement and monetization in the preceding quarter, while ongoing investments in advertising technology, AI-driven workflows and streaming platform integration are expected to have provided a favorable backdrop heading into the period.

The Direct-to-Consumer segment is expected to have remained the primary growth driver during the quarter, supported by a robust content slate. The premiere of Dutton Ranch, the Taylor Sheridan-led continuation of the Yellowstone universe, is likely to have anchored engagement throughout the period, alongside UFC 328, the Survivor Season 50 finale, the streaming debut of Scream 7 following its theatrical run and the Tony Awards broadcast. Continued integration of Paramount+, Pluto TV and BET+ onto a unified technology platform is also expected to have improved personalization, content discovery and advertising capabilities. Broader AI adoption across engineering and operational functions is likely to have supported efficiency gains.

The TV Media segment is expected to have remained under pressure, with affiliate revenues likely declining further amid ongoing pay-TV subscriber erosion, although premium sports programming and CBS' entertainment lineup are expected to have provided partial support. Meanwhile, the Studios business is expected to have moderated from the prior quarter's theatrical strength due to a lighter release slate, partially offset by continued third-party television production and content licensing activities.

The pending Warner Bros. Discovery acquisition is expected to have remained a key strategic focus during the quarter. Ongoing financing activities, integration planning and transaction-related professional fees are likely to have added to operating expenses, while shareholder approval and financing milestones reinforced progress toward the company's targeted third-quarter 2026 close.

What Our Model Says for PSKYPer the Zacks model, the combination of a positive Earnings ESP and a Zacks Rank #1 (Strong Buy), 2 (Buy) or 3 (Hold) increases the odds of an earnings beat, which is not the case here.

PSKY currently has an Earnings ESP of 0.00% and a Zacks Rank #3. You can uncover the best stocks to buy or sell before they are reported with our Earnings ESP Filter.

Stocks to ConsiderHere are some companies worth considering, as our model shows that these have the right combination of elements to beat earnings in their upcoming releases:

Sweetgreen (SG - Free Report) currently has an Earnings ESP of +11.54% and carries a Zacks Rank #2. SG shares have returned 4.6% in the past six-month period. SG is set to report its second-quarter 2026 results on Aug. 6. You can see the complete list of today’s Zacks #1 Rank stocks here.

Groupon (GRPN) has an Earnings ESP of +4.00% and a Zacks Rank #3 at present. GRPN shares have surged 92.3% in the past six-month period. GRPN is set to report its second-quarter 2026 results on Aug. 6.

Portillo's Inc. (PTLO - Free Report) presently has an Earnings ESP of +3.85% and a Zacks Rank #3. PTLO shares have declined 15.8% in the past six-month period. PTLO is slated to report its second-quarter 2026 results on Aug. 5.

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Paramount Skydance CEO David Ellison is waiting longer to land Warner Bros. Discovery. Gilbert Flores/Variety via Getty Images; Mario Tama/Getty Images Paramount Skydance has agreed to pause its mega-merger with Warner Bros. Discovery until five days after the antitrust cases are ruled on, or until June 1, 2027, whichever comes sooner, the company said on Friday.

Paramount is facing an antitrust lawsuit from 12 US states and a legal challenge from the Writers Guild of America.

This decision means Paramount will almost certainly head to court to defend its deal to acquire WBD, unless settlements are reached. That will likely mean a delay of months.

David Ellison's media company had been hoping to close its WBD deal by mid-July. Paramount has agreed to pay WBD shareholders a so-called "ticking fee" of about $7 million each day the deal doesn't close, starting after September 30. Paramount lawyer Jeffrey Kessler told the judge in a hearing that the company "would suffer very severe harm" if it had to pay the ticking fee, which is $650 million per quarter.

Some of the 12 Paramount employees Business Insider talked to earlier this week said they were worried about what a delay in the WBD deal would mean for the company's financial health.

"I'm definitely worried about impending layoffs post-merger," one Paramount worker said. "But I'm worried about the company as a whole if it doesn't go through."

A Paramount spokesperson said in a statement that this agreement "is the fastest and clearest way to prove that this transaction is good for competition, good for consumers, and good for creators, a conclusion dozens of competition authorities around the world have already reached."

Paramount's WBD deal has received approval from the US Department of Justice, the European Union, and other global regulators.

Forrester research director Mike Proulx said Paramount's WBD deal "just got longer, messier, and likely more expensive."

"I'm not sure how Paramount can frame this as a win when the deal just became more uncertain than it was 24 hours ago," Proulx said. "The timeline is now out of Paramount's control."

Shares of Paramount and WBD each fell on the news. Paramount's stock finished the day down 3.3% while WBD shares slid about 0.7%.

'Tired of mergers and chaos'The states suing to stop Paramount's WBD acquisition said the deal raised antitrust concerns in three markets: wide-release film distribution, big-budget movie distribution, and cable network licensing.

With WBD, Paramount would control two top film studios in Paramount Pictures and Warner Bros. Studios; TV networks like HBO, CBS, and CNN; and streaming services Paramount+, Pluto TV, and HBO Max.

Paramount's spokesperson said these concerns about concentration "bear no relationship to the realities of today's marketplace and cannot withstand scrutiny," adding that the company would "look forward to proving our case at trial."

California Attorney General Rob Bonta said on social media that the agreement to pause the merger was "great news for audiences, movie theaters, and the many people who write, build, and create the art, news, and entertainment so many of us enjoy."

Staffers at Ellison's company have been on edge about the WBD deal and antitrust challenges.

Some told Business Insider they believed the deal would improve their job security as Paramount grew stronger, while others thought the merger would lead to overlap that could put their roles at risk.

A pro-deal Paramount streaming employee said they "see Paramount in the same light as Spirit Airlines. Regulators didn't let JetBlue and Spirit Airlines merge. Now Spirit is bankrupt, and JetBlue is struggling."

A Paramount streaming staffer who didn't like the deal said they were "tired of mergers and chaos."

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Paramount+ is planning a free tier to bring in new customers. Business Insider Paramount+ is looking to level up by making more of its content free.

Paramount's flagship streamer plans to expand access to movies and shows available to people without a subscription, according to an internal presentation viewed by Business Insider.

This so-called "free front porch" feature would allow people in the US to watch select movies and shows at no cost by registering for a free account, the presentation said.

The free tier rollout is expected to begin in the third quarter with the Paramount+ mobile app, and was listed as a "Q3 Product Priority" during a town hall on Wednesday, along with a plan to test micro dramas.

Business Insider reported in January that Paramount+ was exploring a push into "free content" after viewing an internal presentation sent by Dan Reich, the Paramount+ head of global product and design.

Paramount already has free streamer Pluto TV, which it's putting on the same tech platform as its namesake streamer in a process called "convergence." Paramount+ also has had a limited selection of free TV episodes on its website.

Although paid streamers usually don't allow access to shows without a subscription, Apple TV lets users sample shows, and Business Insider reported that Disney+ is exploring free content.

Hollywood is increasingly seeing the value of free as YouTube and other free-to-access services gain viewers amid price hikes at paid streamers.

A free tier can 'drive acquisition and winbacks'Expanding the free offering on Paramount+ — which costs $8.99 a month with ads or $13.99 without ads — would give new users "less friction to browse and watch" and "more reasons to sign up," according to the presentation.

By requiring users to register with their emails to watch free content, Paramount brings potential customers one step closer to subscribing and can send them marketing emails to convince them to pay.

The slide deck said this strategy can "drive acquisition and winbacks" (bringing back past customers who've canceled) by building habits and giving them a reason to keep the Paramount+ app on their phones.

Paramount said it did A/B tests on its iOS app and found that "moving the paywall didn't harm paid starts," or new subscriptions.

Paramount+ will let users watch its short-form vertical video feed without registering or subscribing, the presentation said.

While Paramount is "defining success targets" for the free front porch with its finance and marketing teams, the presentation indicated that it will evaluate its success by seeing how many account registrations it drives and by the marketing emails that it sends.

Besides hooking potential customers on its shows, Paramount can also use its free tier to grow advertising revenue and inventory. The presentation said monetizing free content with ads was a strategic goal.

Show samples can "drive reach and visit frequency," the presentation said.

The best things in life are freeDavid Ellison's company is trying to gain ground on Netflix and take on YouTube by pushing into free streaming and short-form content, including micro dramas.

Audiences are increasingly gravitating toward free streamers, which have significantly increased their share of viewership on US TVs in recent years relative to their paid peers, according to Nielsen.

The top three free streaming services — YouTube, The Roku Channel, and Tubi — had an 18.7% viewership share on US TVs in April, the latest month that Nielsen data is available. A year earlier, that figure was 16.8%, and it was 12.7% in April 2024.

By contrast, large paid streamers like Netflix, Disney+, and Hulu have only grown their viewership shares slightly in the last two years.

Meanwhile, Paramount+ and Pluto TV have struggled in the year since April 2025, with their viewership share falling from 2.4% to 2.1% in April 2026.

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Item 1 of 3 Paramount and Warner Bros logos are seen in this illustration taken December 8, 2025. REUTERS/Dado Ruvic/Illustration/File Photo

[1/3]Paramount and Warner Bros logos are seen in this illustration taken December 8, 2025. REUTERS/Dado Ruvic/Illustration/File Photo Purchase Licensing Rights, opens new tab

SummaryCompaniesRuling an early win for statesJudge sets August 3 hearing on longer pauseCosts will mount for Paramount if closing delayed past SeptemberJuly 20 (Reuters) - Paramount Skydance (PSKY.O), opens new tab must pause its $110 billion acquisition of Warner ‌Bros. Discovery (WBD.O), opens new tab through August 3, a federal judge ruled on Monday after a California-led coalition of states argued the merger would irreparably harm competition.

U.S. District Judge Araceli Martínez-Olguín in Oakland handed an early win to the group of states including New York, Colorado and Massachusetts, ​saying they had made a "strong showing" that the deal would unlawfully decrease competition.

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Warner Bros. Discovery shares were ​down as much as 4% on Monday afternoon.

"Today’s decision is an important victory for ⁠all those who would be hurt by this merger, and I look forward to continuing to fight this case," ​said New York Attorney General Letitia James.

The judge will hold a hearing on August 3 on whether the deal ​should be delayed throughout the course of the lawsuit, which could take months to reach a final ruling.

Spokespeople for the companies did not immediately respond to requests for comment. Paramount has said the lawsuit distorts settled antitrust law, and that delaying the transaction would only ​harm entertainment workers who have already suffered through years of industry disruption.

STATES SUEThe lawsuit, filed in Oakland federal ​court, threatens to derail Paramount CEO David Ellison's bid to transform his company into a major rival of Netflix (NFLX.O), opens new tab and Disney (DIS.N), opens new tab.

California and ‌11 states ⁠sued on July 13, arguing the deal would create a media behemoth with the power to raise prices in film and television.

Martínez-Olguín agreed with the states that letting the deal close would likely lead to changes that are hard to undo if the merger is ultimately found to be illegal, such as job cuts and sharing of sensitive ​information.

The judge said the ​deal looks likely to violate ⁠antitrust law if it gives the combined company 27% of the market for distribution of widely-released films as the states have alleged. A final determination would come after ​both sides present evidence at trial.

Paramount Skydance's argument that companies like Amazon and Apple ​have entered the ⁠film market recently was not enough to show the merger is lawful, the judge said.

With fewer distributors, studios could find it easier to pressure theater owners for a greater share of ticket revenue, the states have alleged.

A prolonged interruption could ⁠hurt ​Paramount Skydance financially. For each calendar day the merger is delayed past September ​30, Ellison would be on the hook to pay Warner Bros. shareholders a 25-cent-per-share “ticking fee,” or about $7 million a day, according to the merger agreement, opens new tab.

Reporting ​by Jody Godoy in New York and Dawn Chmielewski in Los Angeles; Editing by Andrea Ricci and Nick Zieminski

Our Standards: The Thomson Reuters Trust Principles., opens new tab

Jody Godoy reports on tech policy and antitrust enforcement, including how regulators are responding to the rise of AI. Reach her at [email protected]

Executives at Paramount and Warner Bros. Discovery reportedly fear a judge will hit pause on their massive $110 billion merger in the coming days – putting the deal on hold for weeks as it nears a crucial deadline.

The Hollywood behemoths had been hoping to finalize the deal next week, according to CNN, but a coalition of 12 Democratic state attorneys general on Monday requested a temporary restraining order blocking the acquisition due to antitrust concerns.

People close to the matter told CNN they anticipate the TRO will be granted, putting the deal on hold for at least two to three weeks – and pushing Paramount and Warner Bros. dangerously closer to a September deadline.

Paramount Skydance CEO David Ellison is facing several legal challenges to his proposed acquisition of Warner Bros. AFP via Getty Images Executives remain confident the deal will still eventually go through, especially as it has already received the greenlight from the Trump administration.

“The deal will get done one way or another,” one suit told CNN.

But a restraining order would push executives closer to an Oct. 1 deadline, when — if the deal is not yet completed — a costly “ticking fee” kicks in. That adds 25 cents per share to the cost of the merger for each quarter it is not completed.

A pause would also keep the future ownership of CNN in limbo for weeks longer, as star anchors and staffers have reportedly grown panicked over the network’s editorial independence – after Paramount boss David Ellison installed Bari Weiss to run CBS News.

Warner Bros. declined to comment. Paramount Skydance did not immediately respond to The Post’s request for comment.

In the lawsuit filed Monday, led by California Attorney General Rob Bonta, the blue state prosecutors argued the tie-up would violate antitrust laws, raising prices for consumers and harming the already-struggling movie theater industry. 

The proposed merger would combine HBO Max, Paramount+, HBO, CBS, CNN and thousands of movie titles under one company, as well as TV hits like “Heated Rivalry,” “1923” and “Landman.”

According to the complaint, the combined company would control nearly one-third of the US theatrical film distribution market and almost one-third of the nation’s basic cable programming.

Twelve Democratic state attorneys general sued to block the Paramount-Warner Bros. Discovery tie-up this week. Getty Images It was filed days after reports that advisers close to Ellison had encouraged him to consider moving Paramount’s Los Angeles headquarters and shifting as much as $30 billion in planned spending outside California if Bonta sued to stop the merger.

Federal Communications Commission Chair Brendan Carr said Wednesday he doubts the lawsuit will succeed, adding that it “really isn’t a legitimate antitrust case.”

Paramount has repeatedly defended the merger against antitrust accusations, recently noting that it has already been rubber-stamped by several global regulators – including the US Department of Justice – and sticking to its aim to close the deal by the end of September.

Behind closed doors, Paramount was reportedly hoping to finalize the mega-merger this month, believing it would secure all the necessary approvals in time.

Opponents have questioned whether the DOJ’s approval of the Paramount-WBD deal last month was a result of close ties to the White House, as David Ellison and his billionaire father, Oracle founder Larry Ellison, have repeatedly received praise from President Trump.

FCC Chair Brendan Carr said he doubts the antitrust challenge against the mega media merger will succeed. Getty Images The deal has also faced challenges abroad — UK officials have hinted at potential intervention in the deal, while the European Union forced Paramount to offer concessions to secure approval.

In the meantime, a federal judge in California has scheduled a Friday hearing to consider the US states’ request for a temporary restraining order. 

If the restraining order is granted, then the AGs and media execs will battle over a preliminary injunction, which would keep the deal on hold for months longer.

The deal is also facing an April lawsuit filed on behalf of Paramount+ subscribers that alleges the deal would hike subscription prices and reduce choices for consumers. 

On Tuesday, the Writers Guild of America filed its own lawsuit to challenge the acquisition, alleging it would cause “specific harm” to American movie and TV writers by reducing the number of Hollywood buyers.

A fourth lawsuit was filed Tuesday by Paramount investors accusing David and Larry Ellison of striking an illegal deal with Trump for approval of the deal, including promised changes to CNN and a $16 million settlement with CBS, which David Ellison also owns.

Despite the mounting legal challenges, Paramount has said it still expects to close the deal by September.

“The company believes strongly in this, and they would take this up to the Supreme Court if they had to,” Jeffrey Kessler, Paramount’s lead counsel, told CNBC Tuesday, saying the company would “absolutely” appeal if a judge approves the TRO.

ToplineA coalition of 12 state attorneys general filed a lawsuit on Monday to block the Paramount-Warner Bros. merger, challenging the $111 billion acquisition that California Attorney General Rob Bonta claims is “unlawful” and could harm movie theaters and consumers.

The deal already cleared federal regulators, but now faces a challenge from a coalition of 12 states.

Getty Images

Key FactsAccording to Bonta, the merger would result in “higher prices, lower quality, and less content for film and television,” which would harm audiences, potentially leading to higher prices and worse variety and quality for films.

The proposed megadeal would merge two of Hollywood’s “big five” studios, giving one company control of almost one third of theatrical movies and almost one third of all basic cable television content, according to the lawsuit.

The suit also warns the merger could lead to the “decline of theatrical exhibition of films,” potentially hurting movie theaters and basic cable distributors.

The massive deal was already greenlit by the Trump administration in June, about four months after Paramount outbid rival Netflix to purchase the company.

WHAT STATES ARE SUING OVER THE PARAMOUNT-WARNER BROS. DEAL?Along with California, Democratic attorneys general from 11 other states joined in the suit. Those states are: Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington. The group asked the two companies to close the deal until the legal process ends.

Item 1 of 2 Attorney General of Oregon Dan Rayfield looks on outside the U.S. Supreme Court in Washington, D.C., U.S., November 5, 2025. REUTERS/Nathan Howard

[1/2]Attorney General of Oregon Dan Rayfield looks on outside the U.S. Supreme Court in Washington, D.C., U.S., November 5, 2025. REUTERS/Nathan Howard Purchase Licensing Rights, opens new tab

SummaryCompaniesParamount expected to close deal on or before July 16Oregon wants records of Paramount lobbying effortCalifornia, New York also probing dealJuly 7 (Reuters) - The Oregon attorney general will ask a court to order ‌Paramount (PSKY.O), opens new tab to comply with investigative demands related to its $110 billion bid to acquire Warner Bros (WBD.O), opens new tab, according to documents reviewed by Reuters.

Paramount intends to close the deal on or immediately after July 16, the state said in documents to be filed ​in court. Oregon Attorney General Dan Rayfield will seek an expedited hearing on the matter, ​or an order that would prevent the deal from closing until a hearing ⁠can be held, according to the documents.

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"The information the Oregon Department of Justice is seeking has nothing ​to do with whether this transaction complies with Oregon’s antitrust laws and is not a legitimate basis ​to delay a plainly lawful, pro-competitive transaction," a Paramount spokesperson said on Tuesday.

The company has provided the state with documents relevant to the merger, the spokesperson added.

The company has said the deal would create a stronger streaming competitor to Netflix (NFLX.O), opens new tab ​and Disney (DIS.N), opens new tab, and benefit creatives and consumers.

California, New York and other U.S. states are preparing to sue to ​block the deal, sources familiar with the matter told Reuters last month. The states have authority to enforce laws ‌against mergers ⁠that they believe would unlawfully decrease competition.

Opponents of the deal, including some actors, writers and media workers, have worried that it would hurt jobs.

Oregon is seeking documents regarding "Project Warrior," which was Paramount's internal code name for efforts to obtain regulatory clearance. The state is also asking for records related to the company's efforts ​to lobby the Trump ​administration for support of ⁠the merger.

Paramount CEO David Ellison's father, billionaire Oracle co-founder Larry Ellison, has cultivated ties with President Donald Trump, and the company has hired former Trump officials.

The ​state wants the documents in order to evaluate the U.S. Department of ​Justice's clearance of the ⁠deal, according to the documents.

While Oregon ordinarily "would afford significant weight" to the DOJ's determination, the state cited a Wall Street Journal report that officials overrode career staff attorneys at the DOJ who were leaning towards a ⁠recommendation to ​challenge the deal.

The DOJ issued a lengthy statement last month ​saying it believed the deal would "increase competition across the media and entertainment ecosystem, with benefits for American consumers and workers."

Reporting by ​Jody Godoy in New York and Dawn Chmielewski in Los Angeles; Editing by Tom Hogue and Sonali Paul

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Jody Godoy reports on tech policy and antitrust enforcement, including how regulators are responding to the rise of AI. Reach her at [email protected]

, /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") today announced the extension of the Expiration Dates in connection with the previously announced (i) offers to purchase (the "Tender Offers" and each, a "Tender Offer") for cash, upon the terms and subject to the conditions set forth in the related offer to purchase (the "Offer to Purchase"), any and all of the identified notes in each series of the Existing Tender Offer Notes (defined by reference to the table set forth below) issued by Discovery Global Holdings, Inc. (formerly WarnerMedia Holdings, Inc.) (the "DGH Issuer") and Discovery Communications, LLC (the "DCL Issuer" and together with the DGH Issuer, each a "WBD Issuer" and collectively the "WBD Issuers"), as applicable, and (ii) offers to exchange (the "Exchange Offers" and each, an "Exchange Offer" and, together with the Tender Offers, the "Offers" and each, an "Offer"), upon the terms and subject to the conditions set forth in the related exchange offer memorandum (the "Offering Memorandum"), any and all of the identified notes in each series of the Existing Exchange Offer Notes (defined by reference to the table set forth below) (together with the Existing Tender Offer Notes, the "Offer Notes") issued by the applicable WBD Issuer for notes to be newly issued by Paramount.

The Expiration Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) have been extended to 5:00 p.m., New York City time, on July 15, 2026, unless further extended. The Settlement Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) will occur promptly after the Expiration Date and are currently anticipated to occur in the third quarter of 2026. Paramount anticipates extending the Expiration Date for such Tender Offers and Exchange Offers until such time that would result in the Settlement Dates occurring on the closing date of the proposed acquisition (the "Acquisition") by Paramount of Warner Bros. Discovery, Inc. ("WBD") or within one business day thereof. Tenders of the Offer Notes in the Offers may be withdrawn at any time prior to the Expiration Date. The aforementioned extensions further extend the Expiration Dates previously extended by Paramount on June 12, 2026.

As of 5:00 p.m., New York City time, on June 25, 2026, approximately 24.38% and 44.27% of the aggregate principal amount of the Existing Tender Offer Notes and Existing Exchange Offer Notes, respectively, have been validly tendered in the applicable Offers. As Paramount previously announced that it anticipates extending the Offers to align with the closing date of the Acquisition, Paramount does not view these figures to be representative of the final results of the applicable Offers.

Information about each series of Offer Notes eligible to participate in the Offers is summarized below.

Type of Offer

Offer Notes to be Tendered
or Exchanged, as

Applicable

Issuer of Offer Notes

CUSIP No. / Common Code
/ ISIN Eligible to
Participate in the Offers (1)

Aggregate Principal
Amount of Offer Notes
Eligible to Participate in the
Offers (2)

Tender Offer

3.950% Senior Notes due 2028

DCL Issuer

25470D CP2

US25470DCP24

$1,234,458,000

Exchange Offer

4.125% Senior Notes due 2029

DCL Issuer

25470D CQ0

US25470DCQ07

$655,825,000

Exchange Offer

3.625% Senior Notes due 2030

DCL Issuer

25470D CR8

US25470DCR89

$914,183,000

Exchange Offer

5.000% Senior Notes due 2037

DCL Issuer

25470D CS6

US25470DCS62

$453,281,000

Exchange Offer

6.350% Senior Notes due 2040

DCL Issuer

25470D CT4

US25470DCT46

$438,102,000

Exchange Offer

4.950% Senior Notes due 2042

DCL Issuer

25470D CU1

US25470DCU19

$130,366,000

Exchange Offer

4.875% Senior Notes due 2043

DCL Issuer

25470D V91
CV9US25470DC

$141,584,000

Exchange Offer

5.200% Senior Notes due 2047

DCL Issuer

25470D W74
CW7US25470DC

$3,161,000

Exchange Offer

5.300% Senior Notes due 2049

DCL Issuer

25470D X57

CX5US25470DC

$247,860,000

Tender Offer

3.755% Senior Notes due 2027

DGH Issuer

254948 AH5

US254948AH58

254948 AN2

US254948AN27

U25483 AA3

USU25483AA38

$1,189,336,000

Exchange Offer

4.054% Senior Notes due 2029

DGH Issuer

254948 AJ1

US254948AJ15

254948 AP7

US254948AP74

U25483 AB1

USU25483AB11

$1,353,828,000

Exchange Offer

4.279% Senior Notes due 2032

DGH Issuer

254948 AK8

US254948AK87

254948 AQ5

US254948AQ57

$2,691,764,000

Exchange Offer

5.050% Senior Notes due 2042

DGH Issuer

254948 AL6

US254948AL60

254948 AR3

US254948AR31

U25483 AD7

USU25483AD76

$4,104,687,000

Exchange Offer

5.141% Senior Notes due 2052

DGH Issuer

254948 AM4

US254948AM44

254948 AS1

US254948AS14

$949,883,000

Exchange Offer

4.302% Senior Notes due 2030

DGH Issuer

XS3393993285

339399328

€234,382,000

Exchange Offer

4.693% Senior Notes due 2033

DGH Issuer

XS3393994507

339399450

€316,641,000

__________

(1) No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the Offer Notes. Such identifiers are provided solely for the convenience of the holders.

(2) Represents the aggregate principal amount of Offer Notes outstanding that are eligible to participate in the Offers.

The Exchange Offers are being made pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, and are also not being registered under any state or foreign securities laws. Any securities offered pursuant to the Exchange Offers may not be offered or sold in the United States or to any U.S. persons (as defined below) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers will only be made, and the securities offered pursuant to the Exchange Offers are only being offered and issued, to holders of applicable Existing Exchange Offer Notes who are (a) reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act or (b) not "U.S. persons," as defined in Rule 902 of Regulation S under the Securities Act (such holders, "Eligible Holders"), and only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. The eligibility certification is available electronically at: https://gbsc-usa.com/eligibility/paramount.

General

Each Offer is a separate offer, and each may be individually consummated, amended, extended, terminated, or withdrawn, subject to certain conditions and applicable law, at any time in Paramount's sole discretion, and without also consummating, amending, extending, terminating, or withdrawing any other Offer with respect to any other series of Offer Notes. Paramount may terminate an Offer if any of the conditions of such Offer described in the Offer to Purchase or Offering Memorandum, as applicable, are not satisfied or waived by the applicable Expiration Date, subject to applicable law. In addition, Paramount may waive the conditions to an Offer without extending such Offer in accordance with applicable law.

The Offers are being made solely by Paramount and are not being made by WBD or the WBD Issuers. None of Paramount, WBD, the WBD Issuers, the Dealer Managers, the Exchange Agent (as defined below), the Information Agent (as defined below), the trustees under each of the indentures governing the Offer Notes, the trustee or collateral agent under the indenture that will govern the notes to be issued in the Exchange Offers, or any affiliate of any of them makes any recommendation as to whether any holder of Offer Notes should tender or refrain from tendering all or any portion of the principal amount of such holder's Offer Notes for cash or notes to be issued in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision whether to tender Offer Notes in any Offer and, if so, the amount of Offer Notes to tender.

Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Exchange Offers. Paramount has engaged Global Bondholder Services Corporation to act as the exchange agent (in such capacity, the "Exchange Agent") and information agent (in such capacity, the "Information Agent") for the Offers. Questions concerning the Offers, or requests for additional copies of the Offer to Purchase or Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2014 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at [email protected]. Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Offers. The Exchange Offer documents and the Tender Offer documents can be accessed at the following link: https://gbsc-usa.com/paramount.

Paramount has engaged BofA Securities and Citigroup as dealer managers (in such capacity, the "Dealer Managers") for the Offers. Holders with questions regarding the Offers should contact BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980) 388-3646 (collect) or [email protected] or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 or [email protected]. Latham & Watkins LLP is serving as legal counsel to Paramount and Cahill Gordon & Reindel LLP is serving as legal counsel to the Dealer Managers.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security, and does not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

About Paramount, a Skydance Corporation

Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.

PSKY-IR

Cautionary Note Concerning Forward-Looking Statements

This communication contains "forward-looking statements" regarding the Acquisition and the other transactions referred to herein. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Paramount. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; potential adverse effects to the businesses of Paramount or WBD during the pendency of the Acquisition, such as employee departures or distraction of management from business operations; negative effects of the announcement or the consummation of the Acquisition on the market price of WBD or Paramount stock; the risk of stockholder litigation relating to the Acquisition, including resulting expense or delay; the potential that the expected benefits and opportunities of the Acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to the streaming business of the post-Acquisition combined business (the "Combined Company"); the adverse impact on the Combined Company's advertising revenues as a result of changes in consumer behavior, advertising market conditions, and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to the Combined Company's decision to invest in new businesses, products, services, and technologies, and the evolution of the Combined Company's business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of the Combined Company's content; damage to the Combined Company's reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining the Combined Company's intellectual property rights; domestic and global political, economic and regulatory factors affecting the Combined Company's business generally or the Acquisition; the inability to hire or retain key employees or secure creative talent; disruptions to the Combined Company's operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount's ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies, including in the amounts or on the timelines anticipated to realize such synergies; litigation related to the Acquisition and other matters or transactions; risks associated with the Combined Company's holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to our indebtedness, including our substantial outstanding debt obligations, our ability to incur substantially more debt and our ability to meet the financial and other covenants contained in the agreements governing the indebtedness of Paramount, WBD, or the Combined Company. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, including in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," Paramount's most recently filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 4, 2026, including in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," and Paramount's subsequent filings with the SEC, and in WBD's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the section captioned "Item 1A. Risk Factors," WBD's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 6, 2026, and WBD's subsequent filings with the SEC. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.

SOURCE Paramount Skydance Corporation

Three Democratic senators have urged the Federal Communications Commission (FCC) to put the Paramount-Warner Bros. Discovery merger on pause over concerns about foreign investors controlling what would be one of the largest media companies in the United States.

In a joint letter to FCC Chairman Brendan Carr, senators Cory Booker, D- N.J.; Adam Schiff, D-Calif.; and Elizabeth Warren, D-Mass., demanded he “must foreclose any attempt by Paramount to close this transaction” before an adequate review of the involved foreign investors is completed.

The lawmakers said the FCC must conduct this review to evaluate possible “national security threats posed by foreign government investment” in the $110 billion entity. If approved, the merger would bring CNN and CBS News under one corporate owner, further consolidating the news media landscape.

Paramount, led by CEO David Ellison, acknowledged in an April financial disclosure cited by the senators that foreign ownership in the new corporation will rise to “approximately 49.5 percent.” In that document, Paramount also said that all voting rights will be “controlled by the Ellison family through U.S. entities.”

Federal Communications Commission (FCC) Chair Brendan Carr speaks during the U.S. Chamber of Commerce 2025 Global Aerospace Summit in Washington, D.C., U.S., September 9, 2025. REUTERS The document revealed that Saudi Arabia’s public investment fund and various entities based in the United Arab Emirates and Qatar would be equity holders.

Paramount told the FCC in April that this arrangement would not present “any national security, law enforcement, or foreign or trade policy concerns.”

The senators want a more rigorous check of what this level of foreign ownership would mean, telling Carr in their letter that he should not take the Ellison family’s statements “at face value.”

The Paramount water tower is shown on the Paramount studio lot in Hollywood, Los Angeles, California, U.S., January 13, 2026. REUTERS They argued that the FCC should reject Paramount’s petition for preemptive approval. Under Section 310 of the 1934 Communications Act, foreign individuals, companies and governments are generally prohibited from owning more than 25% of a U.S.-based firm that has an FCC-issued broadcast license.

Booker, Schiff and Warren gave Carr a July 1 deadline to notify Paramount that the deal cannot close until the foreign investment review is completed.

The FCC’s pending approval is the largest regulatory hurdle in the way of the merger. The Department of Justice signaled last week it would not challenge Paramount’s bid to acquire Warner Bros.

Senator Elizabeth Warren (D-MA) speaks at a press conference with Senate Minority Leader Chuck Schumer (D-NY) and Senator Patty Murray (D-WA) on Democrat’s plan to lower the cost of childcare, at the U.S. Capitol in Washington, DC on June 17, 2026. Nathan Posner/Shutterstock The DOJ’s antitrust division concluded after an eight-month review that “the transaction is not likely to result in harm to competition or American consumers” with regard to on-demand streaming, linear television and studio development and the production and distribution of films.

Warren criticized this decision by the DOJ and urged state attorneys general to continue fighting the transaction. California Attorney General Rob Bonta was already leading a coalition of states in preparing a lawsuit to block Paramount from adding Warner Bros. to its growing portfolio.

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More than 5,000 filmmakers and actors working in Hollywood signed an open letter in April furiously demanding that the merger be stopped. They argued that it would stifle competition and reduce job opportunities.

“Our industry is already under severe strain, in large part due to prior waves of consolidation. We have witnessed a steep decline in the number of films produced and released,” according to the petition. “We are deeply concerned by indications of support for this merger that prioritize the interests of a small group of powerful stakeholders over the broader public good.”