Paramount Skydance souhlasila s pozastavením mega-fúze s Warner Bros. Discovery až na pět dní po rozhodnutí v antimonopolních sporech, nebo nejpozději do 1. června 2027, podle toho, co nastane dříve. Akcie Paramountu po zprávě klesly o 3,3 % a WBD o zhruba 0,7 %.
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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 Skydance prodloužila lhůtu pro nabídky na výměnu a odkup dluhopisů až do 7. srpna 2026. K 23. červenci bylo nabídnuto 66,17 % dluhopisů v rámci odkupu a 76,38 % dluhopisů v rámci výměny.
, /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 August 7, 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, and July 17, 2026.
As of 5:00 p.m., New York City time, on July 23, 2026, approximately 66.17% and 76.38% 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.
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.
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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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EU antimonopolní regulátoři schválili plánovanou akvizici Warner Bros. Discovery společností Paramount Skydance. V USA ale transakci dál brzdí žaloba skupiny státních zástupců.
European Union antitrust regulators said on Wednesday they had signed off on Paramount Skydance's proposed acquisition of Warner Bros. Discovery.
The approval, which included concessions made by Paramount, comes as the deal has been delayed in the U.S. due to concerns raised by state attorneys general.
A Paramount spokesperson didn't immediately respond to comment.
In order to garner the approval, the European Commission said Paramount agreed to divest its stake in a film distribution joint venture with United International Pictures in Europe, and said it would not enter into any film distribution deal with Universal for the next 10 years in Europe.
"These commitments fully address the competition concerns identified by the Commission by ensuring that the films of the merged entity will not be distributed jointly with those Universal or Disney," according to the EU's release.
Paramount's stock rose 3% in midday trading.
The EU's approval marks a major regulatory milestone for the $110 billion proposed merger.
The deal earlier won approval from the antitrust division of the U.S. Department of Justice. Various other global jurisdictions have also signed off on the deal.
However, in the U.S., a lawsuit brought forward by a group of state attorneys general last week has become a potential holdup in this deal moving forward.
The coalition led by California's Rob Bonta filed a lawsuit seeking to block the merger due to antitrust concerns. The tie-up is set to combine two major film studios, Paramount and Warner Bros., a massive portfolio of pay TV networks and streaming services HBO Max and Paramount+.
Earlier this week a California district judge granted a temporary restraining order that puts a 14-day pause on anything moving forward with the merger.
Paramount previously said it is on track to close the merger by the end of September.
Soud nařídil společnosti Paramount Skydance do 3. srpna pozastavit akvizici Warner Bros. Discovery za 110 miliard USD. Žalobci tvrdí, že spojení by poškodilo konkurenci.
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]
Paramount Skydance prodloužila lhůty pro své hotovostní a výměnné nabídky na dluhopisy WBD do 31. července 2026. K 16. červenci bylo přihlášeno 66,16 % a 75,95 % příslušných dluhopisů.
, /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 31, 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, and July 13, 2026.
As of 5:00 p.m., New York City time, on July 16, 2026, approximately 66.16% and 75.95% 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.
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.
Soud v Kalifornii má v pátek projednat žádost států o dočasný zákaz fúze společností Paramount a Warner Bros. Discovery za 110 miliard USD kvůli obavám z narušení hospodářské soutěže.
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.
Paramount Skydance stále usiluje o dokončení akvizice Warner Bros. Discovery do konce září, i když proti dohodě podali žalobu státní zástupci kvůli antimonopolním obavám.
Paramount Skydance is still aiming to close its proposed acquisition of Warner Bros. Discovery by the end of September despite a recent lawsuit filed by state attorneys general challenging the deal, Paramount's lead trial counsel Jeffrey Kessler told CNBC's David Faber in an interview on Tuesday.
On Monday, a group of state attorneys general led by California's Rob Bonta filed a lawsuit aimed at blocking the merger due to antitrust concerns. Later in the day, the group filed court papers seeking a temporary restraining order to put the deal on hold so that legal proceedings could move forward.
Either way, Kessler said that the company is prepared to bring the matter to the Supreme Court if it faced a prolonged blockade in closing the deal.
"The company believes strongly in this," Kessler said of the combination of the entertainment and media companies.
Kessler told Faber on Tuesday the temporary restraining order came after Paramount "indicated" that its intention was to be able to close as early as July 22, when the company expects to have all regulatory clearances.
The July date stems from the next big hurdle Paramount needs to clear. The European Union has been reviewing the deal for approval and recently set July 22 as a new provisional deadline. Paramount recently submitted concessions to the EU as it looks to smooth concerns regarding the deal.
The proposed acquisition that would bring together the two storied film studios of Warner Bros. and Paramount, as well as a sprawling portfolio of pay TV networks, has already received approval from the Antitrust Division of the U.S. Department of Justice, as well as other global jurisdictions.
"Or we could work out a schedule to get this all decided by early September, that would be perfectly acceptable to the company if we could create an orderly procedure," Kessler said. "The states rejected both alternatives so right now we have a [temporary restraining order] that's been filed."
If granted, it would pause the deal for 14 days. Up to two temporary restraining orders could be granted before the coalition seeks a preliminary injunction, putting the deal on ice while it's sorted out in court. Kessler said on Tuesday the company doesn't expect it to get to that point, arguing this isn't an antitrust issue.
A long delay could be costly for Paramount. As part of the deal, Paramount has agreed to pay a so-called ticking fee, meaning that if the closing goes past Sept. 30, Paramount would pay additional fees to WBD shareholders per quarter until closing. That fee would equal roughly $650 million in cash value per quarter.
For it to be delayed or blocked, "the merger has to be anti-competitive. This merger is pro-competitive," Kessler told Faber.
"Anybody who knows the entertainment industry knows it is in deep trouble," he added, noting widespread challenges as consumers flee pay TV bundles and competition among streaming giants like Netflix intensifies.
He added that the merger would create a competitor that could "go toe to toe with a Netflix or Disney or [Amazon's] Prime," which would be a positive for the theater industry and Hollywood workers.
On Monday, Bonta said in a release that the merger would "lead to higher prices, lower quality, and less content for film and television, harming movie theaters, basic cable distributors, and ultimately, audiences on every sofa and movie theater seat in the U.S."
As Hollywood has expressed concerns since the deal was announced, Paramount CEO David Ellison has promised that once merged, the film studios would together put out a slate of 30 movies annually.
"We've told the states if they have what they think are legitimate concerns, they should come to the table and we talk about them," said Kessler, noting the question of whether Paramount could deliver the 30 films per year.
Kessler said that Paramount has told state attorneys general the company is willing to put in writing that it would commit to the 30 films, and if it doesn't happen, litigation could then take place.
Koalice 12 států podala žalobu s cílem zablokovat fúzi Paramount-Warner Bros. za 111 miliard USD. Tvrdí, že by vedla k vyšším cenám a menšímu množství obsahu pro diváky.
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.
Paramount zvažuje odchod z Kalifornie, pokud generální prokurátor Rob Bonta podá žalobu proti plánované fúzi s Warner Bros. Discovery za 110 miliard USD. Poradci doporučují přesun sídla a většinu z plánovaných výdajů ve výši 30 miliard USD mimo stát.
California’s escalating battle over Paramount’s proposed $110-billion merger with Warner Bros. Discovery could end with another corporate giant walking away from the Golden State.
Sources told Semafor advisers close to CEO David Ellison have encouraged him to consider moving the company’s HQ and redirecting much of its planned $30 billion spending outside the state if Attorney General Rob Bonta files a lawsuit to block the deal.
California’s escalating battle over Paramount’s proposed $110-billion merger with Warner Bros. Discovery could end with another corporate giant walking away from the Golden State. Getty Images
If Paramount ultimately relocates, it would join a growing list of major companies that have moved their headquarters after disputes with California regulators. Getty Images for CinemaCon Paramount has already committed to keeping both the Paramount and Warner Bros. studio lots operational if the merged company remains in California.
Executives have argued the merger would preserve and create jobs by backing roughly $30 billion in annual content spending at a time when film and television production have shifted to other states and Canada, resulting in thousands of entertainment jobs leaving California.
One adviser described California as an “inhospitable” place for Paramount to operate and said a lawsuit challenging the merger could ultimately push the company to leave the state.
Despite those discussions, Ellison is not sold on leaving California. He moved Paramount’s headquarters from New York to Los Angeles after acquiring the company last year and has spent most of his life in the state.
If Paramount ultimately relocates, it would join a growing list of major companies that have moved their headquarters after disputes with California regulators.
Paramount has already committed to keeping both the Paramount and Warner Bros. studio lots operational if the merged company remains in California. Getty Images
Last year, Paramount signed a lease for nearly 300,000 square feet of studio space in Bayonne, N.J. Getty Images Chevron shifted its headquarters from San Ramon, Calif. to Texas two years ago, while Oracle and Tesla have also established headquarters in the Lone Star State.
The company also has another potential foothold outside California: Last year, Paramount signed a lease for nearly 300,000 square feet of studio space in Bayonne, N.J.
“We continue to engage constructively with the remaining few regulators around the world still considering the merger, including State Attorneys General, and are prepared to address any legitimate antitrust issues,” Paramount said in a statement.
“We are confident this transaction raises no such concerns, as demonstrated by the dozens of antitrust authorities around the world that have carefully reviewed the transaction,” the statement continued.
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Oregonský generální prokurátor chce, aby soud přinutil Paramount předložit dokumenty k šetření jeho 110miliardové nabídky na převzetí Warner Bros. Stát zároveň usiluje o urychlené jednání nebo zákaz uzavření dohody do jeho uskutečnění.
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
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]
Britská vláda naznačila, že může zasáhnout do plánované akvizice Warner Bros Discovery za 110 miliard USD ze strany Paramount-Skydance kvůli obavám o mediální pluralitu.
The UK government has indicated it could intervene in Paramount-Skydance Corp (NASDAQ:PSKY)'s proposed $110 billion acquisition of Warner Bros Discovery Inc (NASDAQ:WBD, XETRA:J5A), adding another layer of regulatory scrutiny to the media merger.
UK Culture Secretary Lisa Nandy said Tuesday she is "minded to intervene" in the transaction, citing concerns over media plurality and the concentration of ownership in the news sector.
"Following engagement with the parties and independent research, my department has today written to the current and proposed owners of Warner Bros Discovery on my behalf to inform them that I am minded to intervene," Nandy said in a statement.
She added that any potential intervention would be based on public interest considerations, including ensuring "a sufficient plurality of views in news media" and "a sufficient plurality of persons with control of the media enterprises." Nandy noted she has not yet made a final decision, and the companies have been given a week to respond.
If the government proceeds, UK media regulator Ofcom would conduct a public interest assessment alongside an ongoing review by the Competition and Markets Authority (CMA), which is examining the deal's potential impact on competition. The CMA is expected to announce the next steps in its investigation in early August.
Paramount-Skydance said it remains confident the transaction does not raise media plurality concerns in the UK.
“We are grateful for the continued constructive engagement with all interested government bodies and relevant authorities, including in the UK,” a Paramount-Skydance spokesperson said in a statement to media outlets.
“We are confident that our proposed transaction does not pose any media plurality issues in the UK and remain confident in our stated transaction timeline.”
The transaction has already received clearance from the US Department of Justice, which concluded earlier this month that the deal was not likely to harm competition or American consumers. However, it continues to face review from several US state attorneys general, including those in California and New York.
Paramount-Skydance has said it expects the acquisition to close during the third quarter of 2026.
Shares of Paramount-Skydance traded down 1.3% at about $9.70 on Tuesday morning.
Paramount Skydance prodloužila lhůtu pro nabídky na výměnu a odkup dluhopisů do 15. července 2026. K 25. červnu bylo nabídnuto 24,38 % dluhopisů určených k odkupu a 44,27 % dluhopisů určených k výměně.
, /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.
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.
The Warner Bros. Water Tower is pictured at Warner Bros. Studios in Burbank, California, U.S. February 27, 2026. REUTERS/Daniel Cole/File Photo Purchase Licensing Rights, opens new tab
CompaniesLOS ANGELES, June 17 (Reuters) - Chinese regulators have cleared the $110 billion merger between Paramount Skydance and Warner Bros Discovery, according to a source familiar with the decision.
The antitrust ruling comes on the heels of similar approvals from the U.S. Department of Justice, and a number of other countries, including Australia, Germany, France and Saudi Arabia. China, where both Paramount and Warner Bros Discovery release films, also needed to sign off on the deal.
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The European Union has yet to weigh in on the combination.
China has been a diminishing source of revenue for Hollywood, as its domestic movie industry matures. Some films, like Warner Bros's 2023 film "Meg 2: The Trench," grossed $53.3 million in China during its opening weekend. However, Paramount's 2022 blockbuster "Top Gun: Maverick," was never released - a casualty of heightened tensions between the U.S. and China.
News of the approval was first reported by Semafor.
Editing by Franklin Paul, Sanjeev Miglani and Christian Schmollinger
Our Standards: The Thomson Reuters Trust Principles., opens new tab
Tři demokratičtí senátoři vyzvali FCC, aby pozastavil fúzi Paramountu a Warner Bros. Discovery kvůli obavám z cizích investorů. Varují před možnými bezpečnostními riziky spojenými s podílem kolem 49,5 %.
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.”
