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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 Tenders of the Offer Notes in the Offers may be withdrawn at any time prior to the Expiration Date.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

, /PRNewswire/ -- Today, Paramount Skydance Corporation (NASDAQ: PSKY) filed reply briefs in support of its request that the district court enforce the requirement that the State Attorneys General and the Writers Guild of America post a bond in connection with their lawsuit to block Paramount's merger with Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD"). The company has satisfied all closing conditions under the merger agreement and received clearances from regulators representing 69 jurisdictions. These two lawsuits are the only remaining barrier to closing this transaction.

"If plaintiffs insist that this transaction is paused during the pendency of their lawsuit, they must accept the financial consequences if their challenge ultimately fails. Paramount agreed to delay closing to facilitate a prompt resolution of the case, while expressly preserving its legal rights and we continue to honor that agreement. We are not asking the district court to lift the no-close order, but to require enforcement of the bond that protects our financial interests while the litigation remains pending," said a Paramount spokesperson.

"But for these lawsuits, the transaction is now otherwise ready to close, and the resulting costs of delay are substantial and quantifiable. The Clayton Act and Rule 65 provide for a bond precisely to protect against exactly those types of losses if a court determines an injunction ultimately is unwarranted. We are confident that the evidence will show that these lawsuits are meritless and look forward to closing the transaction and delivering its benefits in California, across the United States, and around the world."

Our filing today makes the following key points:

The Clayton Act and Rule 65 require plaintiffs to accept responsibility for the substantial financial harm incurred if their challenge ultimately fails. Paramount agreed to delay closing to facilitate a prompt trial. It did not waive its right to the bond protection required while the transaction is paused. Paramount has satisfied all conditions to closing the deal. These lawsuits are now the only obstacle to closing and the direct cause of substantial ticking and financing costs. Plaintiffs do not dispute Paramount's evidence that the potential harm is real and quantifiable, reaching up to $1.88 billion. The WGA itself previously argued that the Clayton Act makes a bond mandatory and requires a "very substantial bond" where an injunction threatens significant financial harm. As noted in the briefs:

"[A]t the eleventh hour, after dragging their investigations out for many months without providing feedback on any areas of competitive concern, and just days before final regulatory approvals from the European Commission were secured, plaintiff states filed suit seeking to stymie the transaction while immunizing themselves from economic accountability if Paramount prevails." "Paramount simply asks that Plaintiffs honor what the Clayton Act requires: A bond that will compensate Paramount for the damage it will suffer if the injunction proves improvidently granted, i.e., if Paramount ultimately prevails in the litigation and was therefore wrongly prevented from consummating the merger now, as it is prepared to do." "Paramount provided unrebutted evidence that, but-for the Order, it may suffer $1.88 billion in damages. Critically, the states never dispute that evidence or otherwise contest that Paramount will suffer financial injury as a result of the Order, both from the ticking fee and the incremental financing costs—a financial harm that the states outright ignore." 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. Paramount'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 merger. 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 or WBD. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the merger will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained; the possibility that the transaction will not be completed in the expected timeframe or at all; potential adverse effects to the businesses of Paramount or WBD during the pendency of the transaction, such as employee departures or distraction of management from business operations; the risk of stockholder litigation relating to the transaction, including resulting expense or delay; the potential that the expected benefits and opportunities of the merger, if completed, may not be realized or may take longer to realize than expected; risks related to Paramount's streaming business; the adverse impact on Paramount'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 Paramount's decisions to invest in new businesses, products, services and technologies, and the evolution of Paramount's business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of Paramount's content; damage to Paramount'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 Paramount's intellectual property rights; domestic and global political, economic and regulatory factors affecting Paramount's businesses generally; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount'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 and Skydance successfully and to achieve anticipated synergies; litigation relating to the transactions contemplated by the transaction agreement entered into on July 7, 2024, between Paramount Global and Skydance, potentially resulting in substantial costs; volatility in the price of Paramount's Class B common stock; the effect Paramount's dual-class capital structure and the concentrated ownership may have on the price of its Class B common stock or business; risks related to a private sale of a controlling interest in Paramount, including that Paramount's stockholders may not realize any change of control premium on shares of Paramount's Class B common stock and that Paramount may become subject to the control of a presently unknown third party; risks associated with Paramount's status as a "controlled company" under Nasdaq rules, including its exemption from certain corporate governance requirements; risks associated with the lack of voting rights of Paramount's Class B common stock; risks that anti-takeover provisions in Paramount's amended and restated certificate of incorporation (the "Charter") and amended and restated bylaws, and under Delaware law, could deter, delay, or prevent a change of control; risks that exclusive forum provisions in the Charter could limit a stockholder's choice of forum for certain claims and discourage lawsuits against Paramount's directors and officers; risks that corporate opportunity provisions in the Charter could permit certain persons to pursue competitive opportunities that might otherwise be available to Paramount; risks associated with Paramount's holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; disruptions the merger may cause to Paramount's and WBD's business and commercial relationships; the negative impact that a failure to consummate the merger could have on Paramount's business, financial condition, results of operations and stock price; the risk that the merger may be prevented or delayed or the anticipated benefits reduced if Paramount does not obtain certain regulatory approvals; the risk that the Merger Agreement may be terminated in accordance with its terms, including if any conditions to the closing of the merger are not satisfied; the risk that litigation relating to the merger could prevent or further delay the closing of the merger or result in the payment of damages after closing; challenges realizing synergies and other anticipated benefits expected from the merger, including integrating WBD's business successfully; risks to Paramount's business, financial condition or results of operations as a result of the incurrence of substantial costs and indebtedness in connection with the merger; and risks of reduced ownership and economic interest by Paramount's existing stockholders as a result of the merger. 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, Paramount's Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 4, 2026, and Paramount's Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 4, 2026, including, in each case, in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," and Paramount's subsequent filings with the SEC, and WBD's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, and WBD's Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 6, 2026, including, in each case, in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," and WBD's subsequent filings with the SEC. Copies of these filings, as well as subsequent filings, are available online at www.sec.gov, ir.wbd.com or on request from Paramount or WBD. Paramount undertakes no obligation 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

California AG Rob Bonta leads a push to block a potential merger between Paramount and Warner Bros. Discovery.

Scores of Hollywood’s A-listers and D-listers might oppose Paramount‘s $111 billion merger with Warner Bros Discovery, but not Tom Cruise.

“I think it’s awesome.”

That’s what the star of Paramount’s Mission: Impossible and Top Gun franchises told Pat McAfee of the ParaBros merger and David Ellison’s promise of 30 movies a year on the jock’s talk show Tuesday.

“They’re going to deliver 30 movies,” Cruise said on The Pat McAfee Show of the Paramount CEO’s sometimes-mocked vow to increase film production and releases. “It’s a community to me. It’s not an industry. The people in these studios are not just people in the studios. They’re my family.”

RELATED: History Is Paramount: As The Last Warner Bros Merger Trial Proved, A Legal Victory Is No Guarantee Of A Happy Ending

Cruise’s words today come as the dissenting dozen coalition of state attorneys general took a swipe at ParaBros’ bid to retain a $1.88 billion bond in the ongoing antitrust suit. Amid a leaked threat that Paramount might leave Los Angeles and relocate to a red state if a settlement is not in process by October 1, a federal judge has set a March 2 date for the trial.

None of that seems to be on the mind of superstar Cruise today.

One of the all-time biggest boosters of the cinema industry, the Oscar nominee only wanted to talk about movies and the optimistic future he sees for them.

RELATED: Paramount’s Precipice: How David Ellison Could Salvage $111B WBD Merger (Hint – Call Kamala)

“I know we’re going to get those 30 movies,” Cruise told McAfee. “I want us all to come together as a community to help make those 30 movies. It’s not just going to be, you know, Paramount doing it. Everyone’s going to need all the help of every artist to be able to do it.”

Emphasizing “community,” Cruise declared that if Ellison and others wanted to revive Hollywood, Hollywood has to get behind them. “We’ve got to help each other to do it,” the actor said.

As much a master of promotion as he is action flicks, Cruise today was talking up his recently announced Days of Thunder sequel in his conversation with McAfee.

RELATED: The ParaBros Backlash: Threats To Leave L.A. & An AG Who Won’t Back Down Divide Hollywood

Watch their discussion here:

RELATED: Could Cable TV, That Vestige Of Bygone Media Glory, Undo The Paramount-WBD Merger?

More from this Story Arc

California Attorney General Rob Bonta is leading a 12-state coalition seeking to block the $110 billion combination of Paramount and Warner Bros. Discovery.

Los Angeles Times via Getty Images

David Ellison’s $110 billion Warner Bros. Discovery takeover has won every regulatory clearance required to close. But a coalition of 12 states has transformed what looked like a regulatory victory lap into a high-stakes legal standoff—one that could soon cost Paramount roughly $7 million a day and deepen an extraordinary confrontation between Hollywood and its home state.

In the first installment of a three-part series, we look at the genesis of the shocking lawsuit filed by a group of States with Democratic Attorneys General, led by California Attorney General Rob Bonta, seeking to derail the Paramount – Warner Bros. Discovery mega merger. After surmounting hurdle after hurdle, this “Blue States” lawsuit is the last roadblock standing in the way of a media merger that will transform the entertainment landscape.

By late August, Paramount Skydance had accomplished something that once looked improbable.

David Ellison and Paramount Skydance had (1) persuaded Warner Bros. Discovery (WBD) to abandon a deal with Netflix and won over WBD shareholders, (2) survived an eight-month investigation by the United States Department of Justice (DOJ) and (3) secured merger clearances across nearly 70 countries. European regulators signed off. Britain signed off. China, Canada, Brazil, Australia and a long list of other jurisdictions signed off. Mexico, the last outstanding regulatory clearance required under the merger agreement, gave its approval on August 14, 2026.

Yet Paramount still cannot buy Warner Bros. Discovery.

The obstacle is no longer Washington, Brussels or London. It is Sacramento.

On July 13, 2026, a coalition of 12 state attorneys general from Democratic-leaning States, led by California Attorney General Rob Bonta, sued in federal court to stop the $110 billion combination of Paramount and Warner Bros. Discovery, arguing, amongst other things, that joining two of Hollywood's five major film distributors and two major cable-programming groups would substantially lessen competition. Paramount and WBD subsequently agreed not to close until five days after a decision on the merits of the States' case or June 1, 2027, whichever comes first. A trial is scheduled to begin March 2, 2027.

That timetable is colliding with another date that has become increasingly important: September 30, 2026.

Under the merger agreement between Paramount and Warner Bros. Discovery, every day after September 30th that the transaction has not closed increases the cash consideration payable to WBD shareholders. Paramount describes the contractual mechanism as “Ticking Consideration.” At current share counts, the economic cost is roughly $7 million a day, or approximately $650 million for every 90 days of delay.

The result is an extraordinary inversion of the usual merger dynamic. Paramount has received every regulatory clearance that its contract requires, yet litigation by a minority of U.S. states could prevent it from closing for another six months or longer—and make the acquisition increasingly more expensive while it waits.

That pressure has already spilled far outside the courtroom. Settlement discussions between Ellison and Bonta have broken down amid accusations of leaks and bad faith. Paramount has asked the court to require the States and the Writers Guild of America, which brought a parallel challenge, to post a $1.88 billion bond.

Ellison has privately told senior executives that he is prepared to consider moving Paramount out of California if the dispute cannot be resolved, according to multiple press reports.

Paramount Skydance's David Ellison displaced a signed Netflix deal in February 2026 with a $31 per share cash offer that included paying Warner Bros. Discovery's $2.8 billion termination fee.

Variety via Getty Images

And on August 25, 2026, the confrontation took an even stranger turn: Iowa and Montana asked the U.S. Supreme Court for permission to sue California and the other 11 states directly, arguing that their antitrust action is an improperly politicized attempt by a small group of States to dictate national economic policy.

What began as a battle for Warner Bros. Discovery has become something larger: a fight over who gets to police consolidation in American media, how much power individual states should wield over nationally cleared mergers, and whether California can simultaneously defend Hollywood from consolidation, while at the same time prevent Hollywood from leaving its home state.

From Netflix to ParamountParamount's path to acquire WBD began as an aggressive challenge to a transaction WBD had already struck with Netflix.

The decisive moment came in February 2026, when Paramount raised its proposal to $31 a share in cash. The offer included several unusually powerful protections for WBD: Paramount agreed to pay the $2.8 billion termination fee WBD owed Netflix, increased the regulatory termination fee to $7 billion and accelerated the ticking fee so that it would begin after September 30, 2026.

On February 26, 2026, WBD's board determined that Paramount's revised proposal constituted a “Company Superior Proposal” under the Netflix agreement. Netflix declined to match. On February 27, Paramount and WBD signed their definitive merger agreement.

The economics are enormous. Paramount is paying $31 a share for 100% of WBD, representing roughly $81 billion of equity value and $110 billion of enterprise value. Paramount says the combined company can eventually generate more than $6 billion of synergies. The financing includes approximately $47 billion of new equity backed by the Ellison family and RedBirdCapital Partners, alongside substantial debt financing.

WBD shareholders overwhelmingly approved the deal on April 23, 2026.

From there, the regulatory dominoes fell.

MORE FOR YOU

The Regulators Said YesIn the United States, the Hart-Scott-Rodino waiting period had already expired on February 19, 2026, after Paramount certified substantial compliance with a Justice Department Second Request. More importantly, on June 12, 2026, the Justice Department's Antitrust Division formally closed its investigation.

Its conclusion could hardly have been more different from Bonta's.

After reviewing more than two million documents from more than 80 custodians, as well as data, executive testimony and third-party evidence, DOJ said the transaction was not likely to harm competition or American consumers in streaming video, linear television or the development, production and distribution of theatrical films.

Foreign regulators reached similar outcomes.

By July 22, 2026, Paramount had obtained competition clearances in the United States, Australia, Brazil, Canada, China, Kuwait, Montenegro, New Zealand, North Macedonia, Saudi Arabia, Serbia, South Africa, South Korea and Ukraine, as well as from the COMESA Competition Commission. The European Commission had also cleared the transaction. Foreign-investment approvals had been obtained in Australia, Germany, France, Spain, Slovenia, Belgium, Czechia, New Zealand, Italy and Romania.

The Justice Department's Antitrust Division closed its eight-month investigation on June 12, 2026, finding no likely competitive harm in streaming, linear television or theatrical film.

AFP via Getty Images

Britain presented one of the more complicated reviews. The Competition and Markets Authority cleared the merger on August 6, 2026, while the U.K. government separately accepted legally binding commitments from Paramount addressing media-policy concerns. Those commitments include protections involving editorial independence and U.K. programming and generally remain effective for five years after closing; commitments concerning Channel 5 extend through the end of its current public-service broadcasting license in 2034.

Finally, Mexico cleared the transaction on August 14, 2026.

Paramount then declared that every regulatory clearance required under the merger agreement had been obtained after reviews spanning 68 countries.

That distinction matters. There are other regulatory proceedings associated with Paramount's financing and ownership structure—including an FCC proceeding concerning indirect foreign investment in Paramount's broadcast-license subsidiaries—but the FCC record indicates that this approval is not a condition to closing the WBD acquisition.

Thus, as of August 27, 2026, the central obstacle to consummation is not a missing merger clearance. It is litigation.

Bonta's CaseCalifornia filed its lawsuit on July 13, 2026, in the Northern District of California, joined by Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington.

The complaint invokes Section 7 of the Clayton Act and focuses on three alleged markets.

The first is wide-release theatrical film distribution. The States contend that Paramount and Warner Bros. are two of only five major distributors and would hold approximately 27% of that market after combining.

The second is a narrower alleged market for anticipated top-grossing theatrical films. There, the States contend that the combined company would control more than 30% of the market, while Paramount-Warner, Disney, Universal and Sony collectively would account for more than 90%of the market.

The third is licensing basic cable television channels. Warner Bros. Discovery and Paramount are respectively major suppliers of cable networks; the States say the combined company would have approximately 27% of that market.

The theory is conventional horizontal-merger law applied to an unconventional industry.

Movie theaters sit at the center of the States' case, which alleges that Paramount and Warner Bros. are two of only five major distributors of wide-release films.

UCG/Universal Images Group via Getty Images

Movie theaters, the States argue, benefit when Paramount and Warner Bros. compete for screens, release dates and exhibition terms. Cable and satellite distributors similarly benefit from having Paramount and WBD negotiate separately over channel carriage. Combining them would eliminate a negotiating alternative and potentially increase prices while reducing output and variety.

Paramount's response attacks the premise that those historical categories accurately describe modern media competition.

That argument has powerful support from an unusual source: the Justice Department. DOJ's June decision specifically found no likely competitive harm in theatrical films, streaming or linear television after its own extensive investigation. The department emphasized the dynamic nature of the entertainment business and questioned rigid reliance on historical market shares.

The States nevertheless scored an important early victory. U.S. District Judge Araceli Martínez-Olguín temporarily restrained closing the Paramount – WBD transaction, finding that the States had raised sufficiently serious competitive questions. Paramount and WBD then entered into a broader agreement: they will not close or integrate until five days after a merits decision or June 1, 2027, whichever comes first. If the States prevail at trial, the transaction remains blocked pending appeal.

The court has scheduled a 12-day trial, scheduled to begin on March 2, 2027, and end on March 19.

That means the lawsuit has already accomplished something economically significant even without a final judgment: it has likely pushed the transaction beyond September 30, 2026.

In the second installment of this series, we will examine the significant financial implications for Paramount if the Warner Bros. Discovery merger does not close by September 30th.

, /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 11, 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, and August 24, 2026.

As of 5:00 p.m., New York City time, on August 28, 2026, approximately 66.28% and 75.48% 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

__________

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. 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

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David Ellison — the founder of a film production company and son of billionaire Larry Ellison — has been at the helm of Paramount Skydance for just over a year. He's been fighting to acquire Warner Bros. Discovery for nearly as long.

The latest roadblock in his path, a group of state attorneys general seeking to stop the deal, may be his toughest yet. The antitrust hurdle and related delay have left the CEO hunting for avenues to get the deal done.

The delay in closing Paramount's acquisition of WBD could add hefty costs on top of the $110 billion proposed price tag at a time when media companies across the landscape are under intense pressure.

Yet, with a trial in the antitrust case set for March, Ellison has never felt more confident that the deal not only makes sense, but will get completed, according to a person familiar with his thinking, who asked to remain unnamed to speak candidly.

"The company believes strongly in this," Paramount's lead trial attorney Jeffrey Kessler said on CNBC in July, adding the company was prepared to bring the matter to the Supreme Court if necessary.

Still, Ellison appears to be making little ground with California Attorney General Rob Bonta, who is leading the states' charge in court. Both sides have said they are eager to make amends outside of the courtroom.

"I think the whole issue there is, will the state AGs be interested in settling, and I'm not quite sure there's any real incentive for them to settle given the fact the California home constituency here is overwhelmingly against the transaction," said Tom Rogers, a media veteran who's currently senior advisor to Versant Media Group and executive chairman of AI film and TV production company Fountain 0.

A Paramount spokesperson declined to comment for this article.

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The final threatEllison's pursuit of WBD began last September with three unsolicited bids to take over the storied entertainment company, which includes the legendary film studio, a portfolio of pay TV networks and the HBO Max streaming business.

Ellison's interest ultimately spurred a formal sale process that superseded a plan by WBD to split in two. When Warner Bros. Discovery crowned Netflix the bidding war winner, Ellison went hostile and promised WBD shareholders a premium.

In February, Netflix abandoned its pending transaction and Paramount entered into an agreement to buy the entirely of WBD. The deal has won approval from all global regulators, including the Antitrust Division of the U.S. Department of Justice.

That leaves Bonta and the other 11 suing states as the final threat to Ellison's long-sought-after acquisition.

Bonta has said his aim is in part to take up the baton where he feels President Donald Trump's administration has fallen short on regulation. He has said Trump has gotten "involved improperly" in other merger situations.

Meanwhile, the Ellison family's ties to Trump have drawn criticism. Larry Ellison is a longtime supporter of Trump, and the president has said publicly he'd like to see Warner Bros. Discovery's CNN land in Paramount's hands.

When speculation began in the spring that a group of states would seek to challenge the merger — putting particular focus on two segments of the combination: their extensive portfolios of pay TV networks and powerhouse film studios — Ellison's Paramount immediately began its outreach to Bonta's office, according to the person familiar with the matter. By mid-May the company had sent a list of potential concessions to Bonta, added the person.

Following a preliminary injunction granted by the California district court, which paused any movement on the deal for 14 days, Paramount said it was willing to officially delay the deal and move to a trial to fight its case for the merger.

However, the March trial date was later than company executives had hoped for, according to two people familiar with the matter.

In the ensuing weeks, Paramount went on the offensive.

Paramount's playbookShortly after the lawsuit hit in mid-July, Ellison took his argument for the deal public, writing a New York Times op-ed. That piece followed others from industry leaders arguing both for and against the merger, expanding the debate beyond legal filings.

Ellison has also sought to win over Hollywood exhibitors with contracts guaranteeing that a combined Paramount-WBD would release a a minimum 30 films a year with 45-day theatrical windows for a period of at least three years, according to a person familiar with the contracts, who spoke on the condition of anonymity because they were not authorized to speak publicly.

And, reports surfaced that Paramount was considering relocating its studio and headquarters outside of California in response to Bonta's challenge. One of the people familiar with the matter told CNBC a move to Tennessee was on the table.

That suggestion largely backfired, with Bonta calling the threat to relocate "blackmail."

Last Thursday, the California AG said in a CNBC interview that he would be willing to hold talks outside of the courtroom, but that a settlement would require "robust structural remedies."

The following day a meeting was held at Bonta's office, according to a statement from the government official's spokesperson. While another meeting was slated for Monday, media reports of the meeting and what an eventual settlement could entrail — such as divesting some pay TV networks — led Bonta to call off the discussions, his office said.

On Monday, a Bonta spokesperson alleged that Paramount was behind the "leak" of the parties' discussions, which it further said were misrepresented, and said it demonstrated a "lack of good faith."

"As soon as Paramount stops playing games and engages sincerely, my office is happy to meet again," Bonta said.

Paramount responded later Monday denying it was the source of the leak.

"We remain hopeful and stand ready to continue good faith discussions to resolve the Attorneys General suit and move forward with our plans for increased competition and increased output to the benefit of the talent and entertainment workers," the company said in a statement.

Coming to the negotiating tableWhile the contents of Paramount's list of concessions — as sent to Bonta's office back in May — remain unclear, they appear to be in contrast to what Bonta and his peers have raised red flags about.

″[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 in an interview with David Faber on CNBC last week.

Paramount has declined to discuss what possible remedies it set forth, with the exception of the commitments it's made to the film industry.

In a July interview on CNBC, Paramount attorney Kessler said the company had been willing to put in writing that it would commit to 30 films per year, legitimatizing an earlier promise made by Ellison that struck some as unrealistic given Hollywood track records.

If Paramount were to fall short of that promise, it'd be opening itself up to litigation, Kessler said. That commitment became the underpinning for Paramount's offer to sign contracts with Hollywood exhibitors, at least one of which took the offer, according to the person familiar.

In recent days, the Wall Street Journal reported the state AGs were seeking a divestiture of some of the pay TV networks included in the merger. The combination of Paramount and WBD would create the biggest portfolio of networks in the industry, and the states have argued that no matter the state of the business, that scale creates outsized power.

"Whether the market is shrinking or growing is really irrelevant," Bonta said on CNBC last week, adding a combined Paramount-WBD would create a "presumptively illegal market concentration" in film and TV.

But the ongoing industry challenges — particularly for these two companies — has been the basis for Ellison's push to merge. And it may be a better argument than Bonta would admit.

Better together Industry analysts, experts and insiders have consistently poked holes in the states' argument that the combination of TV networks would create antitrust issues.

"The merger does create a larger competitor, but size alone is not evidence of market position. Neither company has possessed the scale necessary to compete effectively against much larger global streaming platforms and well-funded technology companies," Bernstein analysts said in a recent note.

Media companies' most recent earnings reports — including those from WBD and Paramount — once again put on display the ongoing losses for pay TV advertising and distribution revenue streams.

Paramount's chosen remedy is scale.

Both companies' portfolios are made up of dozens of TV networks, with Paramount's offering including channels like Nickelodeon, MTV and BET, and WBD owning channels like TNT, CNN, TBS and the Discovery Channel. Paramount also owns the broadcast network CBS.

"The economics of Pay-TV are being dictated by consumer behavior rather than consolidation. The merger may change the scale of a participant, but it does not change the direction of the industry's secular trajectory," the Bernstein analysts said.

It's a similar story in streaming and films, where Paramount would similarly combined the two companies portfolios.

Ellison has said upon completion of the merger, Paramount+ and HBO Max would become one service. And the combined entity would encompass two major film studios. And yet neither company is dominating in either category.

"The states also argue that the combined company would control approximately 27% of US theatrical releases and roughly 30% of blockbuster film distribution. Those figures are certainly meaningful, but they fall well short of establishing a dominant market position. More importantly, theatrical market share is dependent on annual content slates," the Bernstein analysts wrote.

Pay TV profitsExecutives at the company believe the rate of pay TV decline is beginning to stabilize.

"The rate of decline of subscribers is starting to ebb, meaning we're not quite there yet, but an ascent to where we're going to steadily see a base of subscribers, I would say, probably in the mid-30 million range in the country," said Andy Gordon, chief strategy officer and chief operating officer at Paramount, in a recent interview.

Still, a recent report from S&P Global Ratings notes that while the rate of cord cutting has improved in the U.S., it doesn't see much improvement to leverage for these companies over the next couple of years, meaning media companies won't have as much power in distribution discussions with pay TV operators.

And in general, despite subscriber losses, these channels are still profitable and often used to fund other parts of media businesses, such as building out streaming services or paying down heavy debt loads.

Since Warner Bros. and Discovery combined in 2022, the company has been aggressively repaying the debt that largely stemmed from that merger.

If Paramount's acquisition of WBD were to close, the combined company would have nearly $80 billion in debt.

Delays past Sept. 30 would only increase the amount of expenses on Paramount's plate as the company becomes responsible for a "ticking fee" due to WBD shareholders. Paramount has requested that the court force the suing states to post a bond of $1.88 billion to cover the fees and costs associated with the delay.

— CNBC's Sarah Whitten contributed to this report.

The two sides were scheduled to meet Monday to discuss a settlement of a multi-state antitrust lawsuit aiming to block the Paramount-Warner merger.

Paramount Skydance's proposed acquisition of Warner Bros. Discovery is in regulatory limbo as state attorneys general seek to block the deal.

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)

California Attorney General Rob Bonta is expected to ask Paramount (PSKY.O) to ​divest some cable channels and commit to keeping ‌its movie studio separate from Warner Bros. (WBD.O) before he signs off on their merger, the Wall Street Journal reported on ​Sunday, citing people familiar with the matter.

Paramount ​and California state officials are set to meet on ⁠Monday to discuss potential ways to settle the state's ​antitrust lawsuit, the report said.

Lawyers from both sides met ​on Friday to lay out an agenda for Monday's meeting, including discussions about the cable and motion-picture businesses, the Journal ​reported.

Paramount, Warner Bros. Discovery, and the California Attorney General's ​office did not immediately respond to Reuters requests for comment outside ‌regular ⁠business hours.

Last month, California and 11 states sued to block Paramount's $110 billion acquisition of Warner Bros., alleging the deal would lessen competition in film distribution and ​cable television, harming ​theaters and ⁠pay TV distributors.

Some states argued the deal would harm theaters and television distributors, ​raise prices for consumers and make wages ​less ⁠competitive for workers.

Paramount has said the deal will allow it to produce more, not less, and CEO David Ellison ⁠has ​vowed the combined film studios ​would release 30 movies a year.

The states have called that commitment unenforceable.

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Paramount Skydance representatives are reportedly meeting on Monday with the California attorney general's office to discuss a path to a potential settlement of the antitrust lawsuit seeking to block Paramount's takeover of Warner Bros. Discovery, The New York Times reported Saturday.

Pressure to settle the suit has grown in recent weeks as California Gov. Gavin Newsom, Los Angeles Mayor Karen Bass, and the Directors' Guild of America, among others, have called for a settlement. However, there are no assurances that this latest set of talks will lead to meaningful negotiations toward a settlement, the Times reported, citing people briefed on the upcoming discussions.

On Thursday, California Attorney General Rob Bonta told CNBC's David Faber that the acquisition 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 on CNBC.

A group of 12 state attorneys general filed a lawsuit in July challenging the proposed $110 billion acquisition that would combine two of the most storied film studios in Paramount and Warner Bros., as well as streaming platforms Paramount+ and HBO Max. The potential deal would create the largest portfolio of TV networks in the U.S.

"The unlawful merger of these two entertainment behemoths 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.," Bonta said in a release at the time announcing the lawsuit.

Paramount had previously agreed to delay the acquisition to as late as June 2027 due to the legal challenge, and a trial is set for March. However, if the deal is delayed beyond Sept. 30, Paramount will owe Warner Bros. Discovery shareholders a "ticking fee" that could amount to roughly $650 million in cash value every quarter, according to previous CNBC reporting. Should the deal fall apart entirely, Paramount would owe WBD a $7 billion breakup fee.

In June, the antitrust division of the U.S. Department of Justice cleared the proposed merger. European antitrust regulators also granted their approval for the deal in July.

However, U.S. state officials, as well as the Writers Guild of America and several prominent Hollywood actors and actresses, have argued that the merger would not only reduce competition but result in job losses in the entertainment industry.

Read the complete New York Times article here.

— CNBC's Lillian Rizzo contributed to this report.

California and 11 other states sued in July to block the $81-billion merger between Paramount and Warner Bros. Discovery.

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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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All three of the nation’s largest movie theater chains are now urging California to settle its antitrust lawsuit against Paramount’s mega merger with Warner Bros. Discovery — a win for Paramount boss David Ellison.

Cinemark on Tuesday became the latest major theater operator to toss its hat in the ring, after AMC Theatres and Regal Cinemas previously backed the $110 billion Paramount-WBD merger.

“We collectively benefit most when all stakeholders work together in pursuit of shared industry objectives, including creating and releasing compelling films, attracting audiences to theaters and fostering long-term growth,” the country’s third-largest theater chain said in a statement. 

All three of the nation’s largest movie theater chains are now urging California to settle its antitrust lawsuit in a win for Paramount CEO David Ellison (above). Variety via Getty Images “To that end, we join those who have recently called for an expedited resolution of the proposed Paramount Skydance and Warner Bros. Discovery merger as prolonged uncertainty runs the risk of diverting time and resources away from achieving these priorities.”

Theater chains rushed to support the deal after several concessions from Ellison, including a pledge to produce 30 movies theatrically each year and keep them in theaters exclusively for 45 days after release. He has vowed to stick to these commitments for at least three years.

It’s also a sign that movie theaters fear a lengthy court battle involving two of Hollywood’s largest studios could do more damage to an industry that is finally showing signs of recovery after the pandemic.

Earlier this month, a judge set a March 2027 trial date for the lawsuit filed by 12 lefty state attorneys general, led by California’s Rob Bonta – a much later date than Paramount had been hoping for. If Ellison isn’t able to reach a settlement with Bonta by Oct. 1, Paramount will be forced to cough up a painful “ticking fee” of $7 million per day until the merger is completed.

But California’s lawyers could have a tougher time making a case against the deal in court after the three major theaters spoke out in support of the merger, since Bonta’s main argument has been that the deal will hurt the film industry.

“Movie theatres rely on competition between Paramount and Warner Bros,” the July 13 complaint filed by state attorneys general said. “Through this competition, theatres incentivize creativity and quality, and they secure competitive prices and terms for themselves and for audiences.”

The lawsuit alleged the combined company will control 30% of movies that have earned $100 million-plus at the box office – ultimately leading to higher prices, lower quality and less content.

Cinemark on Tuesday became the latest major theater operator to back the deal. Walter Cicchetti – stock.adobe.com Also on Tuesday, Cinema United, the world’s largest movie theater lobbying group led by Michael O’Leary, flipped its stance to support the deal – though it emphasized the need for Ellison to make commitments to the industry.

“For many in our industry, the current environment is marked by disruption and uncertainty. That is why we believe that it is incumbent upon both of you to meet in good faith to discuss a resolution that would provide robust protections and serve the entire industry,” said a letter from Cinema United, which was signed by O’Leary. 

O’Leary previously blasted the deal in a letter to members, warning that it would result in fewer films, higher costs and the eventual closure of movie theaters.

AMC Entertainment, the world’s largest theater operator, was the first major chain to endorse the merger in April, while Regal – the second-largest movie theater chain in North America – backed the deal earlier this month.

AMC Entertainment was the first major theater operator to back the merger in April. Walter Cicchetti – stock.adobe.com

Regal endorsed the deal earlier this month. Tada Images – stock.adobe.com Together, AMC, Regal and Cinemark account for 60% of movie ticket sales across the country and operate about 1,230 domestic theaters with roughly 16,700 screens, according to data service Boxoffice Pro.

In the meantime, Paramount has remained optimistic about its odds of closing the deal. Ellison has been seeking leverage in his battle with Bonta and New York AG Letitia James, reportedly considering taking the Hollywood studios out of California and moving CBS News headquarters out of the Big Apple.

Behind closed doors, pressure has been mounting within the Democratic Party to keep the studio owner happy. California Gov. Gavin Newsom has privately warned that if the media merger is blocked, it could hurt Hollywood jobs.

Paramount has repeatedly defended the merger, noting it has already been greenlit by the US Department of Justice, as well as regulators in the EU, UK, Australia and China.

The massive deal would combine HBO Max, Paramount+, HBO, CBS, CNN and thousands of movie titles under one company led by Ellison, the son of Oracle billionaire and close Trump ally Larry Ellison.

David Ellison's Paramount Skydance is bringing on two more former Google executives. Nick Lee and Suzanne Pellican are joining as EVPs, product chief Dane Glasgow said in a memo.

, /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 28, 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, and August 7, 2026.

As of 5:00 p.m., New York City time, on August 14, 2026, approximately 65.24% and 75.49% 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

, /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") has satisfied all regulatory clearances required under the merger agreement to close its proposed acquisition of Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD").

The eight-month review process has spanned 68 countries worldwide, including the European Union, UK, Australia, Canada, Brazil, China, COMESA, the U.S. Department of Justice and, most recently, Mexico, which announced its clearance today. These independent regulators from across the globe applied the law and market definitions that reflect how audiences consume entertainment and how media companies compete today – and have consistently found no basis to prevent the transaction from moving forward. Paramount and WBD could and would close today and begin delivering the benefits recognized by regulators around the world, theater owners and others across the industry but for the actions of just 12 state attorneys general.

"We are grateful that competition authorities in nearly 70 jurisdictions worldwide have independently and thoroughly reviewed this transaction and reached the same conclusion: it is pro-competitive, pro-consumer and pro-worker," said David Ellison, CEO of Paramount. "Despite this overwhelming global consensus, the litigation brought by the State of California and 11 other State AGs remains the final obstacle to completing a combination that will create a stronger competitor with greater capacity to invest in premium content, support creative talent and workers, and deliver more high-quality entertainment to audiences."  

Paramount urges these 12 State AGs to engage with us in good faith, as we have repeatedly sought to do, to resolve this litigation and clear the way to bring these two companies together.

"While we remain confident that the law and the facts are on our side, we have offered commitments and concessions and remain open to working constructively with the State AGs to find a path forward in the interest of our employees and the creative community in California and across the world – just as we have with the regulators in 68 countries worldwide," said Ellison.  

Rather than support a stronger Hollywood and deliver tangible commitments to invest in for the benefit of labor, talent and other industry participants, the current path the 12 State AGs are on inflicts harm without benefit to their own constituents. The unwarranted eight-plus month additional delay for a trial beyond the engagement of the last 9 months will impose needless costs from penalty fees, litigation expenses and business disruption. As a business with many stakeholders, including pension and state retirement funds, Paramount is required to consider how it can absorb the unnecessary additional financial costs while preserving the longer-term strength of the combined company. The better path would be to resolve this through a settlement that would serve the interests of workers, consumers and the consumers in each of the 12 states.

Across jurisdictions, antitrust regulators examining the same competitive dynamics have reached findings that directly contradict the states AGs' core theories about competition in theatrical film distribution, the range of studios competing in film production, and the competitive pressure facing linear television. What regulators have found:

Competition Overall

THEME: The unanimous clearance of the transaction by competition authorities around the world confirms that the combination of Paramount and WBD does not pose a threat to competition.

UK Competition and Markets Authority (CMA): The transaction "does not give rise to a realistic prospect of a substantial lessening of competition." Cable Networks

THEME: As the European Commission, U.S. Department of Justice and others have recognized, the relevant competitive landscape today is not cable-vs-cable, as the 12 State AGs contend, but cable competing directly with streaming and other platforms for audiences.

European Commission: "Streaming platforms offering children's content will continue to act as a competitive constraint on the merged entity's TV channels" – rejecting a cable-only competitive landscape. U.S. DOJ: Streaming services "compete aggressively" and place "increasing competitive pressure on legacy linear and broadcast networks." Theatrical Film Distribution

THEME: Regulators worldwide recognize theatrical film as a broad, dynamic and hit-driven market in which films compete based on their ability to attract audiences – not whether they fall within an artificially narrow "top-grossing" category.

Australian Competition and Consumer Commission (ACCC): The transaction is "unlikely to have the effect of substantially lessening competition," with the merged company "constrained by other film studios," including Disney, Sony, Universal, Amazon MGM, StudioCanal, and numerous independent providers. Brazil's CADE: Treated film distribution as "a single relevant market, without additional segmentation" – unlike the 12 State AGs' narrower "top-grossing" theatrical market. COMESA – Eastern & Southern Africa: Described the theatrical film market as "highly competitive, dynamic, and hit-driven," citing the "presence of numerous competitors." Film Output & Quality

THEME: Regulators found no basis for claims that the transaction will reduce film output or quality – a conclusion further reinforced by Paramount's commitment to release at least 30 high-quality films annually across the combined company.

Contrary to the 12 State AGs' claim of "higher prices, lower quality, and less content," the ACCC found the merged company "would still be incentivised to produce and supply a similar number of films, and films of similar quality." Across markets and continents, independent competition authorities scrutinized every major facet of the transaction – including theatrical distribution, film production, streaming and content licensing – and consistently found robust competition, directly contradicting the artificially narrow market definitions relied on by the state attorneys general.

The judgment of 68 jurisdictions cannot simply be dismissed. Their conclusion is clear: this transaction is lawful, pro-competitive and raises no antitrust concerns. The lawsuit brought by just 12 of 50 State AGs stands alone – contrary to the global regulatory consensus, the facts, the law and sound economic analysis. While we are prepared to make our case at trial, the delay occasioned by this lawsuit is inflicting harm not merely on the two companies involved, but on the broader industry and, ultimately, the very constituents these 12 State AGs represent.

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. Paramount'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 merger. 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 or WBD. Risks and uncertainties include, but are not limited to:  the risk that the closing conditions for the merger will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained; the possibility that the transaction will not be completed in the expected timeframe or at all; potential adverse effects to the businesses of Paramount or WBD during the pendency of the transaction, such as employee departures or distraction of management from business operations; the risk of stockholder litigation relating to the transaction, including resulting expense or delay; the potential that the expected benefits and opportunities of the merger, if completed, may not be realized or may take longer to realize than expected; risks related to Paramount's streaming business; the adverse impact on Paramount'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 Paramount's decisions to invest in new businesses, products, services and technologies, and the evolution of Paramount's business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of Paramount's content; damage to Paramount'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 Paramount's intellectual property rights; domestic and global political, economic and regulatory factors affecting Paramount's businesses generally; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount'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 and Skydance successfully and to achieve anticipated synergies; litigation relating to the transactions contemplated by the transaction agreement entered into on July 7, 2024, between Paramount Global and Skydance, potentially resulting in substantial costs; volatility in the price of Paramount's Class B common stock; the effect Paramount's dual-class capital structure and the concentrated ownership may have on the price of its Class B common stock or business; risks related to a private sale of a controlling interest in Paramount, including that Paramount's stockholders may not realize any change of control premium on shares of Paramount's Class B common stock and that Paramount may become subject to the control of a presently unknown third party; risks associated with Paramount's status as a "controlled company" under Nasdaq rules, including its exemption from certain corporate governance requirements; risks associated with the lack of voting rights of Paramount's Class B common stock; risks that anti-takeover provisions in Paramount's amended and restated certificate of incorporation (the "Charter") and amended and restated bylaws, and under Delaware law, could deter, delay, or prevent a change of control; risks that exclusive forum provisions in the Charter could limit a stockholder's choice of forum for certain claims and discourage lawsuits against Paramount's directors and officers; risks that corporate opportunity provisions in the Charter could permit certain persons to pursue competitive opportunities that might otherwise be available to Paramount; risks associated with Paramount's holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; disruptions the merger may cause to Paramount's and WBD's business and commercial relationships; the negative impact that a failure to consummate the merger could have on Paramount's business, financial condition, results of operations and stock price; the risk that the merger may be prevented or delayed or the anticipated benefits reduced if Paramount does not obtain certain regulatory approvals; the risk that the Merger Agreement may be terminated in accordance with its terms, including if any conditions to the closing of the merger are not satisfied; the risk that litigation relating to the merger could prevent or further delay the closing of the merger or result in the payment of damages after closing; challenges realizing synergies and other anticipated benefits expected from the merger, including integrating WBD's business successfully; risks to Paramount's business, financial condition or results of operations as a result of the incurrence of substantial costs and indebtedness in connection with the merger; and risks of reduced ownership and economic interest by Paramount's existing stockholders as a result of the merger. 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, Paramount's Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 4, 2026, and Paramount's Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 4, 2026, including, in each case, in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," and Paramount's subsequent filings with the SEC, and WBD's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, and WBD's Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 6, 2026, including, in each case, in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," and WBD's subsequent filings with the SEC. Copies of these filings, as well as subsequent filings, are available online at www.sec.gov, ir.wbd.com or on request from Paramount or WBD. Paramount undertakes no obligation 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 Corp. (PSKY, Financials), the media company seeking to acquire Warner Bros. Discovery said a sale of CNN is on the table if it helps resolve

Paramount Skydance is keeping all options, including a possible sale of CNN, “on the table” to resolve California’s antitrust suit challenging ​its $110 billion acquisition of Warner Bros Discovery, the company’s ‌chief legal officer said.

Speaking at Politico’s California Agenda conference on Tuesday, Makan Delrahim also became the first Paramount executive to publicly acknowledge the Los Angeles-based company may ​leave California, after recent media reports cited unnamed sources about a potential ​relocation.

Here are some more details:

In an aerial view, the Paramount logo is displayed on a water tower at the Paramount Studios lot on July 13, 2026, in Los Angeles, California. Getty Images Asked whether Paramount might quit ⁠the state, Delrahim said there is “a point at which where ​you have a duty, a fiduciary duty to your shareholders, and ​those are the factors you consider.” Referring to California’s likely next governor, former U.S. health secretary Xavier Becerra, he said, “If I was governor, I wouldn’t want to lose Hollywood ​from the state. I wouldn’t want to lose a major ​company like Paramount to another state.” The exchange came days after Britain cleared the takeover, ‌extracting ⁠five-year guarantees on programming and editorial independence for Channel 5 news from CNN International and CBS News. That UK approval left the California-led litigation as the deal’s last major regulatory obstacle, following clearances from ​U.S. federal regulators, ​China and other ⁠jurisdictions. California Attorney General Rob Bonta and 11 other state attorneys general are seeking to block the merger, ​arguing it would create a “media behemoth” able to raise ​prices ⁠and reduce competition in film and television markets. The CNN logo is displayed at the entrance to the CNN Center in Atlanta on February 2, 2022. AP The states have dismissed Paramount’s pledge to release 30 films a year as unenforceable and said ⁠the ​company would still be in a position ​to raise prices and decrease quality after the merger even if it stuck to ​that promise. This is a developing story. Please check back for updates.

Andrew Mark Brandon-Gordon disposed of shares to cover RSU vesting taxes, retaining 417,000 direct shares worth $3.8 million.

Paramount employees don't expect CEO David Ellison to uproot the company from California. Eric Thayer/Getty Images; Patrick T. Fallon/AFP via Getty Images Reports that David Ellison is considering moving Paramount Skydance out of California have caused a thunderous round of commentary in the media world. Inside the company, employees say they have bigger concerns.

Nine Paramount employees who spoke with Business Insider said they weren't worried about the company's potential move, either because they didn't think it was likely or because they're based elsewhere.

Instead, they said they are more focused on what would happen to their jobs if and when Paramount's $110 billion merger with Warner Bros. Discovery goes through.

One employee said they breathed a "small sigh of relief" when Paramount's merger with WBD was put on pause because of an antitrust case from 12 states. They said they feel "mostly secure" in their job until at least March, when the trial is scheduled to begin.

Still, they added that they're "trying to come up with Plan B, just in case."

'Another deliberate pressure tactic'Ellison has told Paramount's leadership that he's considering setting up shop in Tennessee, Texas, Georgia, or elsewhere if California AG Rob Bonta isn't willing to negotiate a settlement of the antitrust lawsuit that has paused the deal by October, Puck News reported this week.

A Paramount spokesperson referred Business Insider to comments made by Makan Delrahim, the company's chief legal officer, at a Politico event on Tuesday. Delrahim said "some of the internal conversations were leaked" about Ellison's plan to leave California and said that the company is "certainly at the point where we are considering those factors."

Ellison's decision to float moving Paramount's headquarters "reads like another deliberate pressure tactic," analyst Rich Greenfield of LightShed Partners wrote in a Tuesday note.

One New York-based Paramount staffer said they "like the aggressiveness" from Ellison — though they don't know how moving out of California "would work in practice."

Paramount's "power bases are centered on LA and NYC," Greenfield wrote, so requiring thousands of staffers to move from California would be a huge logistical undertaking and "disruptive" to employees.

'It's nice to be able to focus'Instead of a potential relocation, Paramount staffers who spoke to Business Insider said they are much more focused on the company's pending deal with WBD — and what it could mean for their careers.

"It's nice to be able to focus on what we do without the impending disruption that a merger in 2026 would have brought," a high-level advertising employee said of the merger delay.

One major headache for Paramount is the roughly $7 million per day fee its financial backers would owe WBD shareholders for each day the deal doesn't close, starting after September 30.

That ticking fee, or the $7 billion breakup fee that Paramount would owe WBD if the deal doesn't close, has some staffers worried that tougher days are ahead for the company financially.

"I'm at an age where walking away is an option," a veteran streaming employee said. "But it isn't for most, and there is absolutely concern."

Read next

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Media Warner Bros.

CEO David Ellison has suggested a possible move as the antitrust battle drags on over the company's Warner Bros. deal.

Paramount CEO David Ellison told a group of the company's top executives that he will start the process of exiting California on Oct. 1 if State Attorney General Rob Bonta will not negotiate to settle an antitrust suit around the merger with Warner Bros. Discovery. Ellison made the remarks at a meeting last week.

, /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 21, 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, and July 31, 2026.

As of 5:00 p.m., New York City time, on August 6, 2026, approximately 65.43% and 76.04% 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