Skydance shares are staging a sharp recovery while the rest of the media sector slides, and the reason traces back to a warrant split that may not be done rattling the stock.
A sharp retracement is lifting Skydance (NYSE:SKYD) after its warrants began trading separately. This bounce is coming while the rest of the media group drifts lower. Skydance shares are up 10% to $7.84 in afternoon trading, a move that wins back some of the ground lost once Skydance stock and its warrants separated.
The SPDR S&P 500 ETF Trust (NYSEARCA:SPY) is up 0.7% to $774.25, so the broad market is giving stocks a supportive backdrop. By contrast, the Communication Services Select Sector SPDR ETF (NYSEARCA:XLC) is down 0.7% to $109.43, leaving media and internet names behind the overall market. That gap between the two funds marks Skydance’s gain as a stand-alone move.
Meanwhile, Spotify Technology (NYSE:SPOT | SPOT Price Prediction) stock is down 0.6% to $523.14, a modest slip that puts it on the opposite side of Skydance’s rally. Walt Disney (NYSE:DIS) shares are slipping, down 0.2% to $111.49, which leaves the entertainment heavyweight slightly lower while Skydance posts its sharp gain. Neither peer is moving anywhere near as much as Skydance, which keeps the focus on the warrant story.
The Warrant Split Behind the Selloff
Skydance completed its acquisition of Warner Bros. Discovery earlier this month, then distributed long-dated warrants to shareholders last week. The company released details on the separate trading of its SKYD Class B shares and warrants, and Skydance stock fell once the two securities split, as part of each holder’s value moved into the warrants.
Even with the bounce, Skydance shares sit 16% below the $9.28 level where they started trading on the NYSE, so the rebound retraces only part of that markdown.
What the Peer and Fund Figures Show
Spotify, Disney and the communication services fund are all moving lower while Skydance climbs. That divergence marks the gain as a Skydance-specific retracement.
Within the Communication Services fund, Disney held a 4.5% weight as of June 30, while Skydance sat at just 0.4%. That weighting means the fund’s dip reflects Disney and larger media names far more than any swing in Skydance.
Skydance now combines the Paramount and Warner Bros. film studios, streaming services including Paramount+ and HBO Max, and television networks such as CBS and CNN, and Paramount+ alone counted 81.6 million subscribers in its most recent reported quarter. Disney pairs streaming with theme parks, while Spotify sells audio subscriptions, so neither faces the merger integration and warrant questions hanging over Skydance.
The bull case for Skydance rests on scale, with two major studios and two streaming platforms under one roof feeding a deeper content library. Skeptics point to Skydance’s integration risk and the warrants themselves, since a second security trading alongside the Class B shares can weigh on Skydance stock until the overhang clears.
Skydance’s First Combined Quarter Is the Next Proof Point
On November 9, Skydance is scheduled to post Q3 2026 results, its first report as the combined company. Skydance’s earnings report could show whether the merged studios and streaming services are working together. Management’s commentary on how the two studios and two streaming platforms fit could shape how Skydance stock trades afterward.
The open variable is how fast the warrant overhang clears. Wide gaps between the Class B shares and the warrants could keep Skydance stock volatile in the near term.
Skydance faces a stretch where warrant pressure and integration work overlap, and the combined company hasn’t posted a full quarter as one business yet. Investors weighing their SKYD stock exposure should calibrate their holdings carefully while the picture clears.
Contact [email protected] for any questions or corrections.
Shares of Skydance Corp. fell Wednesday after the newly formed media giant distributed nearly 471 million stock warrants to shareholders.
Skydance shares fell as much as 26% in Wednesday trading, trading at $6.68 per share as of 11:35 a.m. ET. The stock later pared some of those losses, closing down 22.2% at $7.06 a share.
The company distributed about 470.7 million warrants on Oct. 13 following its acquisition of Warner Bros. Discovery, according to a Securities and Exchange Commission (SEC) filing.
Warrants give investors the right to buy shares at a set price before they expire.
PARAMOUNT REACHES SETTLEMENT WITH STATES SUING TO BLOCK WARNER BROS DISCOVERY TAKEOVER
Shares of Skydance Corp. fell Wednesday after the newly formed media giant distributed nearly 471 million stock warrants to shareholders. (ÂPhoto by Richard B. Levine)
Eligible shareholders received one warrant for each share of Skydance Class B common stock they held as of the Oct. 5 record date. Each warrant allows the holder to buy one Skydance Class B share for $12.
If all the warrants are exercised, Skydance could raise about $5.7 billion, according to the company.
The warrants are set to expire in October 2036, although they could expire earlier under certain conditions.
The warrant distribution followed Skydance's completion of its $110 billion takeover of Warner Bros. Discovery. The deal brought brands including CBS, CNN, Paramount+ and HBO Max under one company, according to Reuters.
WARNER BROS DISCOVERY SHAREHOLDERS APPROVE PARAMOUNT SKYDANCE DEAL
The warrant distribution followed Skydance's completion of its $110 billion takeover of Warner Bros. Discovery. (Ringo Chiu/Reuters)
The combined company began trading on the New York Stock Exchange under the ticker "SKYD" following the deal.
Wells Fargo analysts said the warrant distribution marked the "final step" in closing the Warner Bros. Discovery transaction, according to Variety.
CEO David Ellison has said the merger would help Skydance better compete with streaming and technology giants including Netflix and Amazon, Reuters reported.
Skydance plans to combine HBO Max and Paramount+ into a single streaming service while pursuing about $6 billion in planned savings.
CALIFORNIA CRACKS DOWN ON LOUD STREAMING ADS UNDER NEW STATE LAW
CEO David Ellison has said the merger would help Skydance better compete with streaming and technology giants including Netflix and Amazon. (Jeenah Moon/Reuters)
GET FOX BUSINESS ON THE GO BY CLICKING HERE
The combined company is expected to carry roughly $80 billion in debt, according to Reuters.
HBO Max and CNN will operate as is for now under David Ellison's Skydance. Illustration by Omar Marques/SOPA Images/LightRocket via Getty Images; Noam Galai/Getty Images for Paramount; Bloomberg/Getty Images What's going to happen to all my favorite TV shows and movies?
Paramount has joined forces with Warner Bros. Discovery, prompting questions about what the mega-deal means for the likes of HBO and CNN.
Skydance, David Ellison's new entertainment giant, is now home to HBO, HBO Max, CNN, CBS, Paramount+, Pluto TV, the Warner Bros. studio, Paramount Pictures, and cable networks like TNT and HGTV.
That portfolio of assets is poised to make Skydance a powerhouse that could challenge Disney and Netflix in streaming while boasting the premium, historic IP that Google's YouTube doesn't have.
Below is a breakdown of what Skydance has said about how it will approach movies, streaming, traditional TV, and news — both publicly and in private meetings with employees.
Streaming: An HBO-Paramount super app is coming, eventuallyAlthough Ellison has said that HBO Max and Paramount+ will eventually become a unified service, that won't happen immediately.
Skydance will build a tech platform that supports both streamers "as quickly as we possibly can," Ellison told employees in a town hall on Wednesday, since he said operating multiple separate streaming stacks is "inefficient and just not the best way you'd want to build it."
"That allows you to build better personalization systems, better recommendation systems, allows you to monetize better," Ellison told staffers.
It's unclear what this supercharged streamer would be called, or how much it would cost a month.
The standard ad-free version of HBO Max costs $18.49 a month compared to $13.99 for Paramount+, while the ad versions are $10.99 and $8.99, respectively.
While Skydance builds its streaming super app, it will create a bundle that lets consumers get both services at a discount, similar to how Disney offers its Disney+ and Hulu bundle.
Ellison talked about creating a "mutual ingest bundle" that would make HBO Max and Paramount+ content available to bundle customers in both apps, which he said would be a "really, really powerful" offering.
"Because the Paramount-WBD deal was financed with a massive amount of debt, it's hard to imagine that streaming price hikes aren't in Skydance's future," said media analyst Mike Proulx of Forrester. Skydance must pay down about $80 billion in debt.
Skydance's streaming business will be run by Casey Bloys, the HBO chief, after Paramount streaming head Cindy Holland stepped down.
News: CNN and CBS will be separate brands, for nowEllison seems set on keeping CNN running as a separate brand, despite speculation about a merger with Bari Weiss' CBS News.
CNN CEO Mark Thompson is staying at the network, and Ellison said at Wednesday's town hall that he won't interfere in news coverage.
He said the network will have "complete editorial independence."
Ellison told employees Skydance wants to help CNN "scale and transition the business digitally." The news giant already offers a $6.99-per-month subscription for a live TV feed and full access to its site.
When asked by CNN's Anderson Cooper at the town hall how CNN and CBS could work together, Ellison said he's still figuring out the details but suggested the two news networks will come together in some way, whether by sharing resources or talent.
"You can only be so smart from the outside looking in," Ellison said, adding that "within, usually, 120 days," new leaders should "be able to start to make those decisions."
Movies: There will be a steady stream of films in theatersSkydance seems set to keep film output steady.
Ellison's company has promised to put 30 movies in theaters in both 2027 and 2028, and 32 films a year in 2029, 2030, and 2031. About two-thirds of those movies must be wide releases, as part of Skydance's settlement with the 12 states suing to stop its deal, and at least four a year must be independent films.
Warner Bros. has 15 films on its theatrical schedule this year, as does Paramount Pictures. That's compared to 11 and eight in 2025 for Warner Bros. and Paramount, respectively.
Skydance has also promised not to sell the Warner Bros. or Paramount Pictures lots until at least 2032. Ellison said on Tuesday that one lot could host film production, while the other could host TV production.
Skydance wants to "cherish and celebrate" its film studios and "keep their identity very strong," co-CEO Ynon Kreiz said at the town hall.
TV: It's business as usual for the next few yearsWhen settling the lawsuit from the states, Skydance promised to separately negotiate rates for its cable channels and those of WBD through 2031. Otherwise, it could be forced to divest assets like BET.
That pledge should help maintain the status quo in the pay-TV world, since the combined company won't be able to gain as much leverage on distributors like Comcast, Charter, or YouTube TV.
Without that clause, Skydance could have tried to secure higher rates for Paramount channels like MTV, Comedy Central, and Nickelodeon by threatening to withhold WBD networks like CNN, TruTV, and The Food Network.
Read next
James Faris You're currently following this author! Click to unsubscribe from email alerts.
James Faris is a media correspondent in New York City.He covers the business of media & entertainment, specifically the streaming, TV, and AI strategies of Hollywood giants like Disney, Skydance (Paramount-WBD), and Netflix. He previously wrote about the stock market, the economy, and real estate.James joined Business Insider after graduating magna cum laude from James Madison University.Email James at [email protected] and follow him on LinkedIn.
Skydance dokončila fúzi společností Paramount a Warner Bros. Discovery za 110 miliard USD. Generální ředitel David Ellison slíbil obnovit důvěru a dodržet závazek uvádět do kin nejméně 30 filmů ročně.
Skydance CEO David Ellison said the newly merged company will be in “the business of rebuilding trust” after the bruising battle to bring together Paramount and Warner Bros. Discovery.
The year-long saga was one of a handful of topics addressed by Ellison and Co-CEO Ynon Kreiz during a press event held Tuesday at the Paramount lot in L.A. The merger officially closed a few hours prior to the gathering.
“This was a turbulent process and, at times, an ugly process,” Ellison said of the period when Paramount outmaneuvered Netflix and Comcast and settled two antitrust lawsuits before closing the $110 billion deal.
With the deal now official, Skydance must “turn the page and make sure that we are in the business of rebuilding trust.”
Executing the goals of the merger, as well as fulfilling the terms of a consent decree reached between Skydance and the plaintiffs who sued to block the deal will help restore belief in the company, Ellison added. With regard to releasing at least 30 films in theaters per year, for example (one of the terms of the consent decree), “the only way you can do that is the creative community coming together,” he added. “When we follow through on all those promises, that’s how we will rebuild trust.”
Asked about whether he felt stung by the attacks on him personally by opponents of the deal, including the thousands of members of the creative community who signed a petition against it, Ellison recalled his history in the business. The onetime actor began producing in his 20s and started work on his production company, Skydance, about 16 years ago, he said.
“I was a big part of that community,” he said of the creative realm, contrasting that with the 14 months he has been a CEO of a large media company. “For more than 15 years, I was an on-set producer” on Skydance projects like Top Gun: Maverick and recent installments in the Mission: Impossible franchise, Ellison reminded the audience. “So, I love this community. I have really good relationships with this community, and I understand that even people who are friends oppose this merger.”
In addition to the merger process, Ellison and Kreiz spoke about the company’s formidable pile of debt, nearly $80 billion worth, as well as plans for streaming, cable TV and film. In all, the on-the-record remarks lasted about 30 minutes and were followed by a larger off-the-record mixer with the media involving additional Skydance executives. The execs sent a hefty memo to employees laying out goals and followed up by convening a town hall.
Notably, the significant layoffs expected at Skydance in order to pay down its debt did not surface as a topic during the media Q&A.
In expanding on his personal experience on the opposite end of his former brothers and sisters in the creative ranks, Ellison zoomed out to the circumstances in the entertainment industry, arguing that the situation required bold action. As Netflix, YouTube, Apple and Amazon steadily began to cut into traditional Hollywood’s revenue streams, the industry was too complacent, he argued. That set the stage for Skydance to take over the much larger Paramount and then make a play for Warner Bros.
“How we got here to a place where Paramount could be acquired, and Warner Brothers could be acquired, is the businesses didn’t disrupt themselves over a decade ago,” Ellison said. “They allowed Netflix to disrupt their business. They allowed Amazon Prime Video to come and disrupt their business. They didn’t transform, and they held on to the past for too long. And, you know, it is a certainty that if you don’t disrupt your business, somebody else will do it.”
The Skydance merger, he said, “is the solution to basically, I believe, that problem.” Combining streaming services and franchise properties will make Skydance “able to compete with the Disneys and Netflixes and Amazons and anybody in the world.”
In that context, he continued, “I think I understand” the wariness of the merger. “I think if you’re being intellectually honest, you need to zoom out and to see that the symptoms of this go back a long time. And when you start asking yourself, what was the alternative? And I believe this genuinely, as somebody who I’ve spent my entire life in this business. I went to film school at USC. I spent 16 years building Skydance. I do genuinely believe this is the best outcome for the industry. I think we will deliver for the creative community. I think we’ll deliver for our shareholders. And the best I can say to our detractors is: Give us time, and we’ll prove it.”
Skydance dokončila akvizici společnosti Warner Bros. Discovery za 110 miliard USD a vytvořila nový mediální gigant zahrnující HBO, CNN, CBS i Warner Bros. Studios.
By and James Faris You're currently following this author! Click to unsubscribe from email alerts.
Skydance's chief product officer addressed the Paramount and WBD teams in a memo after the merger. Justin Sullivan/Getty Images The product chief at the newly dubbed Skydance is ready to get the ball rolling — and encouraging employees to do the same — on the heels of Paramount Skydance's merger with Warner Bros. Discovery.
"The leaders who will have the greatest impact here are the ones with a bias for action under ambiguity. They let the best idea win, full stop," Dane Glasgow, chief product officer at Skydance, told staffers Tuesday in a memo that was obtained by Business Insider.
Glasgow told the Paramount and WBD teams that he recognized the months leading up to the merger had been "challenging" and that he appreciated their "resilience" and "steadfast commitment."
"I'm very excited about what we are going to build — an organization where technical craft matters, where the best ideas win and where we can move at a pace that matches our ambition," he said.
Glasgow also nodded to CEO David Ellison's remarks about the merger, saying technology was "reshaping how stories are created, distributed and experienced" and that the team would help keep the company "on the cutting edge of that work."
Paramount Skydance's $110 billion acquisition of Warner Bros. Discovery was completed on Tuesday, creating a new media behemoth called Skydance.
Skydance's properties now include Paramount Pictures, Warner Bros. Studios, HBO, CBS, CNN, and more, as well as valuable intellectual properties such as DC Comics and Harry Potter.
Read the full memo Glasgow sent Skydance employees below:
Team,I want to take a moment to welcome you all to the new Product & Tech team at Skydance!For more than a century, Paramount and Warner Bros. have operated as two legendary companies that have built new worlds, delighted audiences, and shared stories that have redefined our industry. As we expand our horizons, I want to make sure we all take this moment to celebrate the work we've done to reach such a historic moment. As a team, we're bringing together some of the best product, technology, operations and production service professionals in the business. We will build and deliver next generation products and services that leverage our combined expertise to bring richer entertainment experiences and capabilities to our team's key customers: creatives, consumers, advertisers, content and distribution partners, and employees.I also recognize that the last few months have been challenging, especially as many of you have been on the forefront of our companies' ongoing transformations. I deeply appreciate your resilience and your steadfast commitment to delivering for our stakeholders every single day. And I specifically want to thank Avi Saxena, Dave Duvall, James Crossland and Tyler Whitworth for their leadership on the WBD side — I look forward to continuing to work with you all and bringing our teams even closer together.As we get started, I also wanted to share my initial views as they relate to leadership, culture and ways of working:1. On culture: We're bringing together two organizations that each have a lot to be proud of, and a lot to learn from one another. Let's go into this assuming best intent with genuine curiosity about how each other works. We will listen and ask each other questions, sharing information and flagging areas of disagreement or misalignment openly and constructively.2. On how we work: We will always start with a hypothesis and move quickly to build prototypes and internal builds to test our assumptions. We will be early testers of our own products and ensure that our fast and iterative process results in high-quality experiences for our customers. We'll continuously provide feedback and encourage our people to stay curious as we explore new ways of doing things. And we'll hold two things in tension at once: patience with each other as we blend two cultures, and a sense of urgency to correct processes that only serve to slow us down.3. On leadership: The leaders who will have the greatest impact here are the ones with a bias for action under ambiguity. They let the best idea win, full stop. They're transparent in both directions: honest with their teams about what's happening, and quick to surface concerns upward before they become bigger problems. They keep the customer at the center of every decision they make. They are willing to roll up their sleeves and demonstrate both their technical prowess and managerial expertise. And they own the outcome and hold a high standard for what we deliver and how we deliver it.As David mentioned earlier today, technology is reshaping how stories are created, distributed and experienced, and this team will play an important role in keeping Skydance on the cutting edge of that work. We each have established roadmaps coming into the fourth quarter, and I am excited to keep our momentum going. As we share organizational updates with you in the coming weeks and months, I ask that you stay focused on your current priorities and responsibilities. As decisions are made, we will share them deliberately and thoughtfully as we build a world-class, high-performing organization and culture.If you have questions, please visit the Skydance Integration Hub, which will serve as a go-to source for updates, FAQs, and other information as we progress through this transition. A replay of today's Town Hall will also be available there.In the coming weeks, I will spend time across our locations listening and learning from many of you. We'll find opportunities for our team to create and collaborate — not just among ourselves, but with our partners across the organization, including DTC, Studios, Finance, Advertising Sales and many others. I'm very excited about what we are going to build — an organization where technical craft matters, where the best ideas win and where we can move at a pace that matches our ambition. Thank you for the work that got us here, and for everything we'll achieve as we continue to power our climb together - let's go!Cheers!Dane
Read next
Kelsey Vlamis You're currently following this author! Click to unsubscribe from email alerts.
Kelsey Vlamis is a senior reporter for Business Insider, where she covers business and tech news. She also writes business stories about travel, luxury, and culture. Previously, she covered the environment, outdoors, and indigenous issues.Her feature story "Disaster at 18,200 feet" received awards from the New York Press Club and the North American Travel Journalists Association, as well as honorable mention from the Society of American Travel Writers. She has also received an American Journalism Online Award for her coverage on missing and murdered Indigenous people in Wyoming.She's appeared on CBS, NPR, NBC, and other outlets to discuss her reporting. She previously worked on the world news desk at the BBC in London and received a master's in journalism from Northwestern University.She can be reached by email at [email protected] or via the encrypted-messaging app Signal at kelseyv.21.
James Faris You're currently following this author! Click to unsubscribe from email alerts.
James Faris is a media correspondent in New York City.He covers the business of media & entertainment, specifically the streaming, TV, and AI strategies of Hollywood giants like Disney, Skydance (Paramount-WBD), and Netflix. He previously wrote about the stock market, the economy, and real estate.James joined Business Insider after graduating magna cum laude from James Madison University.Email James at [email protected] and follow him on LinkedIn.
David Ellison jmenoval Ynona Kreize spolugenerálním ředitelem sloučené Paramount-WBD. Kreiz nastupuje v pondělí, zatímco firma dokončuje fúzi za 110 miliard USD.
By You're currently following this author! Click to unsubscribe from email alerts.
David Ellison has hired Ynon Kreiz as a co-CEO of the combined Paramount-WBD. Patrick T. Fallon/AFP via Getty Images; John Nacion/Variety via Getty Images Paramount Skydance's David Ellison just introduced his new co-CEO ahead of the company's merger with Warner Bros. Discovery.
Ynon Kreiz, who'd been the CEO at toy maker Mattel since 2018, is joining Paramount on Monday as it finalizes its $110 billion merger with WBD.
"I always planned to partner with an executive of Ynon's caliber. Our skills and experience complement each other, and we share a vision for what this company can become," Ellison told employees in a memo, which was obtained by Business Insider.
Paramount said in its announcement that Ellison would lead the combined company's creative and tech strategy, while Kreiz would oversee day-to-day operations and deal integration.
Ellison said there's "nobody I'd rather have standing next to me" than Kreiz, whom he called a "proven builder and operator, who shares our vision and cares deeply about our creative mission."
Kreiz took steps to turn Mattel into an entertainment company by adapting toys like Barbie and Matchbox into movies. Mattel's Barbie movie, produced by Warner Bros., grossed over $1.4 billion globally in 2023, though this summer's "Masters of the Universe" film, based on the He-Man toys, fell short of expectations. Under Kreiz, Mattel had planned to make more movies.
Mattel shares are down over 24% in the past 12 months, including a 4% drop after news of Kreiz's exit.
Ellison highlighted Kreiz's entertainment background, including his time as CEO of the short-form video company Maker Studios and of the independent TV production firm Endemol Group.
"If you don't know Ynon yet, you're about to," Ellison wrote. "If you do, you already know how lucky we are."
Read Ellison's full memo here:
Team,I'm proud to introduce Ynon Kreiz, who will serve as Co-CEO of the combined company, effective at closing.Once the WBD transaction is finalized, I always planned to partner with an executive of Ynon's caliber. Our skills and experience complement each other, and we share a vision for what this company can become. Together we are well positioned to integrate, operationalize and run the businesses as we build one of the most ambitious next-generation media companies in the industry's history.If you don't know Ynon yet, you're about to. If you do, you already know how lucky we are. He is a proven builder and operator, who shares our vision and cares deeply about our creative mission. There's nobody I'd rather have standing next to me as we take this next step.Most recently, Ynon was Chairman and CEO of Mattel, the global play and family entertainment company, where he led an unprecedented transformation of the business and executed its multi-platform, brand-centric strategy. Before that, he was Chairman and CEO of Maker Studios, a global leader in short-form video and one of YouTube's largest multichannel networks. He previously served as Chairman and CEO of Endemol Group, then the world's largest independent television production company.Our press release shares more about Ynon, our partnership and why I'm so excited about what it means for our future.We still have work to do before the deal closes, and nothing changes until it does. But I wanted you to hear this from me first. I hope you're as excited as I am to welcome Ynon to our leadership team.Can't wait to get started.David
Read next
James Faris You're currently following this author! Click to unsubscribe from email alerts.
James Faris is a media correspondent in New York City.He covers the business of media & entertainment, specifically the streaming, TV, and AI strategies of Hollywood giants like Disney, Paramount, and Netflix. He previously wrote about the stock market, the economy, and real estate.James joined Business Insider after graduating magna cum laude from James Madison University.Email James at [email protected] and follow him on LinkedIn.
Paramount zahájila syndikaci seniorního zajištěného úvěru za 7,5 miliardy USD, aby financovala akvizici Warner Bros. Discovery. Celkově chce získat zhruba 44,4 miliardy USD dluhu.
Paramount has started syndication for a proposed senior secured term loan of $7.5 billion – a chunk of change it needs to fund the acquisition of Warner Bros. Discovery. It began the process after a legal settlement earlier this week paved the way for the merger to close.
Paramount intends to raise approximately $44.4 billion of additional secured debt plus previously announced financings and will “utilize the net proceeds of these borrowings, together with cash on hand and the net proceeds of the previously announced equity financing, to finance the purchase price for its previously announced acquisition of Warner Bros. Discovery and the repayment of certain existing debt,” the company said today.
On Monday, it settled an antitrust suit brought a group of 12 State Attorneys General led by California’s Rob Bonta. Bankers then started reaching out to investors ahead of the sale of what’s said to be $49 billion in total debt financing.
The judge in the case must approve the settlement.
That includes the $7.5 billion of investment-grade loans, which started moving forward today; about $30 billion of investment-grade bonds; and some $12 billion of second-lien bonds. Debt syndication is a collaborative process led by underwriters where a group of lenders pool resources to fund a large loan for one borrower – in this case Paramount.
Bank of America, Citigroup and Apollo underwrote the buyout debt package, one of the biggest ever and with many moving pieces, to fund the takeover.
The other half of the merger equation is equity, financing. Larry Ellison had personally committed to backstop over $40 billion in equity financing for the mega-deal, defrayed in large part by a trio of Middle Eastern sovereign wealth funds led by Saudi Arabia that agreed to come on as investors — and will wind up with hefty combined equity stake in the combined company.
A report in Semafor yesterday said Paramount was considering tapping Elon Musk and other wealthy individuals to join a syndicate of equity investors.
Paramount has reached a settlement with California and several other states that sued over a proposed $81bn merger with Warner Bros Discovery (WBD), according to reports on Monday, clearing the way to consolidate some of Hollywood’s most recognizable TV networks and studios under one owner.
Though the merger was approved by the justice department in June, a coalition of 12 states, led by California, had sued over concerns that combining two of the five last legacy studios in Hollywood would “extinguish competition” and lead to fewer movies in theaters and on streaming platforms.
Four holdout states – Massachusetts, New York, Connecticut and Minnesota – held out on a deal until this weekend, according to Bloomberg. An official announcement about the settlement is expected later on Monday.
Paramount reportedly agreed that CBS and CNN would maintain independent editorial boards under the merger. Paramount also reportedly agreed to a $30m financial penalty if the newly merged company fails to distribute 30 films per year in theaters. In return, Paramount will not have to sell its cable channels, which include CBS, MTV, Nickelodeon and Showtime, as was discussed in negotiations, the Wall Street Journal reported.
The legal battle has been a headache for Paramount executives, considering that a closing date past 30 September would have reportedly add millions of dollars to the purchase price.
Reports emerged last week that, after months of speculation, WBD and Paramount were in the process of selling their studio lots in California and leaving the state amid the antitrust lawsuit, which would have been an enormous hit to Los Angeles’s already struggling film and entertainment industry.
Whispers of Paramount Skydance plotting a California exit had circulated for months, though there was speculation the reports amounted to strategically leaked leverage as the media company sought a bargaining chip in the lawsuit.
In an August news release, Ellison called the lawsuit the “final obstacle” to the merger, describing the deal as “pro-competitive, pro-consumer and pro-worker”.
Twelve states warned that a merger between Paramount Skydance and Warner Bros Discovery would result in fewer entertainment options and higher prices for consumers.
Rob Bonta, the California attorney general who has spearheaded the antitrust litigation, also has voiced concern about how a merger could affect CNN’s journalism. (CNN is owned by WBD.)
Last summer, Skydance Media bought Paramount in an $8.4bn merger, a deal led by David Ellison, the Skydance owner and son of billionaire tech mogul Larry Ellison. After US regulators approved the deal, Paramount reached a $16m settlement with Donald Trump over a 60 Minutes interview with Kamala Harris. It also announced the cancellation of the Late Night with Stephen Colbert show, which aired its last episode in May.
After the merger, Ellison appointed Bari Weiss as editor-in-chief of CBS News. The network has since been roiled by allegations of bias favoring the Trump administration.
In a guest essay published in the New York Times last month, Ellison wrote that the anti-trust lawsuit stemmed from concerns over “whether I can be trusted as a steward of Warner’s CNN”.
“I do not aspire to lead these companies to bend their newsrooms to my views. I believe that news should be based on facts and truth,” Ellison wrote. “Great news organizations like CNN and CBS News are here to tell it straight down the middle. That requires newsrooms that reflect the whole world, not one side of it. And it requires independence. Our journalists will continue to answer to the facts and to all the people they serve – not to any party or cause.”
Paramount Skydance by podle reportu mohl platit 30 milionů USD za každý film pod cílem 30 filmů uvedených do kin ročně při plánované koupi Warner Bros. Discovery. Součástí podmínek může být i prodej podílu v Miramax.
A reported theater-distribution requirement could leave Paramount facing a sizable penalty if it falls short of its proposed film-release target. Summary
The reported settlement terms could also require a Miramax sale if the target is missed.
Paramount Skydance (PSKY, Financials), a media and entertainment company, could face a significant financial obligation under reported settlement terms tied to its planned acquisition of Warner Bros. Discovery.
According to Bloomberg, Paramount would pay $30 million for each film it falls short of an agreement to distribute at least 30 movies in theaters annually. The reported terms could also require the company to sell its stake in Miramax if it fails to meet the target.
Paramount has previously offered the 30-film commitment to major theater chains as it sought support for the proposed $110 billion transaction. California Attorney General Rob Bonta has questioned such remedies, arguing that they could be difficult to enforce.
The proposed deal is also facing legal challenges from attorneys general in 12 states and the Writers Guild, which have argued that the combination would increase Paramount's share of the movie and cable-TV industries.
Despite the uncertainty, Warner Bros. Discovery shares rose 7.1% in premarket trading, while Paramount Skydance gained 6%, according to the report.
For investors, the next catalyst is whether the reported settlement terms become part of a final agreement and whether remaining legal challenges are resolved. The structure of those conditions could determine the financial and operating obligations attached to the merger.
Disclosures I/we have no positions in any stocks mentioned, and have no plans to buy any new positions in the stocks mentioned within the next 72 hours.
Paramount Skydance výrazně pokročil v jednání se státem Kalifornie o sporu, který ohrožuje převzetí Warner Bros. Discovery za 110 miliard dolarů. Nabízí 1,5 miliardy dolarů na filmovou produkci v Kalifornii a další ústupky.
Společnost Paramount Skydance výrazně pokročila v jednáních o mimosoudním urovnání sporu, který ohrožuje plánované převzetí Warner Bros. Discovery v hodnotě 110 miliard dolarů. Podle informací deníku The Wall Street Journal je firma ochotna investovat 1,5 miliardy dolarů do filmové produkce v Kalifornii, zachovat klíčová studia i pracovní místa a přijmout další závazky týkající se mediálního podnikání.
Kalifornský generální prokurátor Rob Bonta a zástupci americké mediální společnosti Paramount Skydance výrazně pokročili v jednání ohledně mimosoudního urovnání sporu o plánovanou akvizici společnosti Warner Bros. Discovery. Paramount přistoupil na řadu ústupků, včetně investice za 1,5 miliardy dolarů (31,8 miliardy Kč) do filmové produkce v Kalifornii, uvedl s odvoláním na informované zdroje server listu The Wall Street Journal (WSJ).
K ústupkům, o nichž se jednalo, patří také závazek neprodat ani jedno ze studií a zůstat v Kalifornii, dodal WSJ. Mezi další zvažovaná opatření patří prodej některých kabelových kanálů a vytvoření správní rady, která by pomohla zajistit, že si televize CNN zachová redakční nezávislost, uvedl server. Televize CNN patří do Warner Bros. Discovery.
Strany rovněž projednávaly možné sankce, pokud by Paramount Skydance nesplnil dřívější slib produkovat po fúzi 30 filmů ročně. Mohlo by jít například o odprodej podílu ve společnosti Miramax, která stála za filmy jako Tahle země není pro starý nebo Pulp Fiction.
Kalifornie a dalších 11 států USA v červenci podaly žalobu s cílem zablokovat převzetí Warner Bros. Discovery společností Paramount Skydance za 110 miliard dolarů (2,3 bilionu Kč).
Transakce by podle žaloby omezila hospodářskou soutěž v distribuci filmů a v odvětví kabelového vysílání, což by poškodilo kina a distributory placené televize. Státy rovněž tvrdí, že spojení by mohlo zvýšit ceny pro spotřebitele a zhoršit vyjednávací pozici pracovníků při vyjednávání o mzdách.
Americké ministerstvo spravedlnosti v červnu ukončilo své antimonopolní šetření a dospělo k závěru, že transakce pravděpodobně nepoškodí hospodářskou soutěž. Obchod podle jeho mínění nepoškodí hospodářskou soutěž. Později obchod schválily také Evropská komise a britské úřady.
Skupina Warner Bros. Discovery vznikla v roce 2022 spojením firem WarnerMedia a Discovery. Do portfolia skupiny patří slavné filmové studio Warner Bros s právy na řadu filmových příběhů a postav, včetně franšíz Harry Potter, DC Comics nebo Teorie velkého třesku.
Součástí skupiny jsou rovněž kanály HBO, Animal Planet či zpravodajská televize CNN. Ta za své zpravodajství dlouhodobě čelí kritice od amerického prezidenta Donalda Trumpa.
Paramount Skydance vznikl fúzí mediálních firem Paramount Global a Skydance Media, kterou úřady schválily na konci loňského července. Součástí skupiny je například filmové a televizní studio Paramount Pictures, televizní síť CBS či streamovací služba Paramount+.
Paramount Skydance údajně zvažuje odchod z Kalifornie, což přidává nejistotu ke své akvizici Warner Bros. Discovery za 110 miliard USD. Zpoždění po 30. září by spustilo denní poplatek 7 milionů USD.
A reported California exit adds another layer of tension to Paramount's $110 billion Warner Bros. Discovery deal. Summary
Paramount is reportedly considering leaving California
Paramount Skydance Corp. (PSKY, Financials), the media company pursuing a $110 billion acquisition of Warner Bros. Discovery, may be preparing for a dramatic change in its relationship with California.
TMZ reported that officials in Los Angeles and the California Attorney General's office had been told Paramount planned to announce it was leaving the state. But the expected announcement never came.
It remains unclear whether the plan changed or was simply delayed, making the report another source of uncertainty around Paramount's much larger battle over Warner Bros. Discovery.
California and 11 other states sued in July to block the acquisition, arguing the combination could reduce competition and increase prices in film and television. The financial clock is already running.
Paramount has said delays beyond Sept. 30 trigger a $7 million daily payment to Warner Bros. shareholders. It has also sought a $1.88 billion bond from the states challenging the transaction.
There may still be room for a resolution. Paramount, California Attorney General Rob Bonta and the Writers Guild of America are scheduled to hold settlement discussions Oct. 14-15.
For investors, that meeting now carries even more weight. The question is whether Paramount can resolve the California fight before the cost and uncertainty surrounding its biggest deal climb further.
Disclosures I/we have no positions in any stocks mentioned, and have no plans to buy any new positions in the stocks mentioned within the next 72 hours.
Kalifornský generální prokurátor Rob Bonta zrušil pondělní plánované jednání o narovnání s Paramount Skydance kvůli navrhované akvizici Warner Bros. Discovery a obvinil firmu z jednání v dobré víře. Spor o antimonopolní žalobu tak zůstává nevyřešený.
California Attorney General Rob Bonta canceled Monday’s planned settlement meeting with Paramount Skydance (Paramount Skydance Corp (NASDAQ:PSKY) over the company’s proposed acquisition of Warner Bros. Discovery, accusing Paramount of acting in bad faith.
According to a report in The New York Times, Bonta’s office accused Paramount of leaking and misrepresenting details from a preliminary meeting held Friday, prompting the attorney general to call off talks that were intended to explore a settlement.
The canceled meeting came after reports that California was expected to seek the sale of some cable channels and structural safeguards separating the companies' movie studios as conditions for settling the antitrust case.
California and 11 other states sued last month to block the transaction, arguing the combination would reduce competition in theatrical film distribution and cable television and could hurt consumers, theaters and workers.
Paramount has pledged to release at least 30 theatrical films a year after the merger, but the states have argued that commitment would not adequately address their antitrust concerns.
Paramount’s proposed acquisition values Warner Bros. Discovery at $81 billion in equity value and $110 billion in enterprise value, which includes debt and other liabilities assumed in the transaction.
The Justice Department and regulators in dozens of other countries have cleared the transaction, but the state lawsuits remain a major obstacle to closing the deal.
Paramount faces financial pressure to complete the transaction, with Warner Bros. Discovery shareholders entitled to a quarterly ticking fee if the deal remains unclosed after September 30.
The breakdown in settlement discussions leaves the antitrust case unresolved as Paramount seeks to complete one of the largest media transactions in the industry.
Paramount Skydance prodloužila lhůtu pro své hotovostní nabídky a nabídky na výměnu dluhopisů Warner Bros. Discovery do 4. září 2026. K 21. srpnu bylo nabídnuto asi 64,26 % tender dluhopisů a 73,82 % exchange dluhopisů.
, /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") today announced the extension of the Expiration Dates in connection with the previously announced (i) offers to purchase (the "Tender Offers" and each, a "Tender Offer") for cash, upon the terms and subject to the conditions set forth in the related offer to purchase (the "Offer to Purchase"), any and all of the identified notes in each series of the Existing Tender Offer Notes (defined by reference to the table set forth below) issued by Discovery Global Holdings, Inc. (formerly WarnerMedia Holdings, Inc.) (the "DGH Issuer") and Discovery Communications, LLC (the "DCL Issuer" and together with the DGH Issuer, each a "WBD Issuer" and collectively the "WBD Issuers"), as applicable, and (ii) offers to exchange (the "Exchange Offers" and each, an "Exchange Offer" and, together with the Tender Offers, the "Offers" and each, an "Offer"), upon the terms and subject to the conditions set forth in the related exchange offer memorandum (the "Offering Memorandum"), any and all of the identified notes in each series of the Existing Exchange Offer Notes (defined by reference to the table set forth below) (together with the Existing Tender Offer Notes, the "Offer Notes") issued by the applicable WBD Issuer for notes to be newly issued by Paramount.
The Expiration Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) have been extended to 5:00 p.m., New York City time, on September 4, 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, and August 17, 2026.
As of 5:00 p.m., New York City time, on August 21, 2026, approximately 64.26% and 73.82% 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.
GeneralEach 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 CorporationParamount, 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 StatementsThis 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.
Paramount Skydance žádá státy, které žalobou blokují fúzi s Warner Bros. Discovery, aby složily záruku 1,88 miliardy USD na pokrytí nákladů z prodlení. Firma tvrdí, že ji zpoždění už stojí miliardy na běžících poplatcích.
Paramount Skydance will seek to force the states holding up its merger with Warner Bros. Discovery to pay for the fees and costs associated with the delay, according to a new filing in the antitrust case Monday.
Paramount is requesting a $1.88 billion bond that would be posted by the states behind the lawsuit. In July, a dozen state attorneys general led by California's Rob Bonta filed to challenge the proposed $110 billion merger between Paramount and WBD.
The proposed deal would combine two storied film studios — Paramount and Warner Bros. — as well as put together a sprawling portfolio of pay TV networks in the U.S. and streaming platforms HBO Max and Paramount+.
The group of state attorneys general said in its initial filing that the merger would violate the Clayton Antitrust Act, which is the more-than-100-year-old law that prohibits anticompetitive mergers and acquisitions.
In a statement from a Paramount spokesperson, the company pointed to the Clayton Antitrust Act and other federal law that calls on the plaintiffs — or states in this case — being required "to post a bond covering the potential harm from halting a transaction to litigate."
"Here, every month of delay carries substantial and quantifiable financial consequences," Paramount said in its statement.
A representative from Bonta's office didn't immediately respond to a request for comment on Monday.
Paramount has received regulatory approvals from the Antitrust Division of the U.S. Department of Justice, as well as all other global jurisdictions needed to move forward with the merger. But last month, Paramount agreed to delay the proposed acquisition to as late as June 2027 while the state AGs' case heads to trial.
Paramount long planned to have the deal closed by the end of September. The delay could prove costly for Paramount.
Paramount agreed to a so-called ticking fee under the terms of the merger agreement, meaning that beginning Sept. 30 it would pay WBD shareholders an additional 25 cents per share, per quarter, until the deal closes. The amount could add up to roughly $650 million in cash value per quarter.
"By the time trial concludes and the parties submit their final briefs, Paramount will have paid Warner Bros. shareholders an unrecoverable $1.3 billion in ticking fees alone," Paramount said in the filing. "Delay also threatens to nullify the regulatory approvals that Defendants have already spent months securing."
"Absent security, even a complete victory on the merits would not restore a dollar of those extraordinary losses. That is precisely why federal law requires plaintiffs to provide security as a condition for receiving preliminary relief such as the court-approved order," the filing says.
In Paramount's statement, the company said that the $1.88 billion amount is a "straightforward calculation of the maximum potential ticking consideration and financing costs from this litigation."
However, the statement goes on to add that these are not the only costs associated with delaying the deal: "By virtue of what will be at least an eight-month delay in closing, there will be no integration and no ramped-up investment in content, production, and creative talent by the combined company. Of course, in addition, employees of both Paramount and WBD are also harmed by the uncertainties caused by the delay."
In addition to California, the group of states suing to block the merger includes Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington.
Tržní sázky dál dávají Paramount Skydance 74% šanci na převzetí Warner Bros. Discovery do července 2027, ale spor s 12 státními žalobci zvyšuje riziko, že transakce padne.
Prediction markets traders still see Paramount Skydance as likely to succeed in its bid to acquire Warner Bros. Discovery, but a battle in court with 12 state attorneys general is increasing the chances that the merger falls through.
Traders on prediction market platform Kalshi think that there's a 74% likelihood that Paramount will acquire Warner Bros. by July 2027, while there are 22% odds that a deal doesn't go through by that date.
Before California and 11 other states sued to block the merger on July 13, odds Paramount would succeed in acquiring the company were over 80%. However, the likelihood the merger would be successful fell to as low as 66% on July 24 when Paramount announced it would delay the acquisition to 2027.
On Kalshi, speculators are asked in the market who will successfully take over Warner Bros. before July 2027, and contracts are resolved from news reports, official press releases and or government filings.
Meanwhile, on platform Polymarket, odds are a similar 23% that no acquisition succeeds by June 30, 2027. The contracts on Polymarket are resolved using a consensus of reporting.
The merger's termination date is March 4, 2027, and that date automatically extends to June 4, 2027 if only regulatory obstacles remain.
A federal judge set a March 2027 trial date for the states' lawsuit. Paramount said before the date was announced that it wouldn't complete the acquisition until court rules on the states' claims or until June 1, 2027, whichever comes first. If the deal doesn't close by Sept. 30, Paramount will owe 25 cents per share, per quarter to Warner Bros. shareholders until the transaction is finalized.
Last week, the Directors Guild of America and International Alliance of Theatrical Stage Employees wrote a letter to California Attorney General Rob Bonta — who has taken the lead in the states' case against the merger — and Paramount CEO David Ellison, calling on them to negotiate a solution or push to move the start date of the trial earlier to avoid prolonged uncertainty.
Disclosure: CNBC and Kalshi have a commercial relationship that includes customer acquisition and a minority investment.
David Ellison zvažuje přesun CBS News z New Yorku, aby získal výhodu v právním sporu s generálními prokurátory státu New York a Kalifornie. Rob Bonta vede koalici 12 států. Paramount zároveň uvažuje o přesunu části produkce z Kalifornie a od 1. října by musel platit 7 milionů dolarů denně, pokud se spor nevyřeší.
Paramount boss David Ellison is considering moving CBS News out of the Big Apple as his legal battle with New York and California’s attorneys general is heating up, The Post has learned.
One point of leverage for Ellison is potentially moving his news operations out of New York City as California AG Rob Bonta leads a coalition of 12 lefty states in an effort to block Paramount’s $110 billion acquisition of Warner Bros. Discovery, people close to Paramount told The Post on Wednesday.
Paramount Skydance CEO David Ellison speaks during the Bloomberg Screentime conference in Los Angeles on Oct. 9. (AFP or licensors) AFP via Getty Images Pulling CBS News from the city would mark a seismic change to the local media landscape — and the idea comes as Paramount’s board has approved a plan to move the Hollywood studio out of California if Bonta doesn’t agree to settlement talks.
“The real negotiation is how much he will move out of California and New York of his current operations. If it involves a lot of production, that’s a lot of jobs,” a source told The Post.
Rob Bonta, attorney general of California, is pictured during an interview in San Francisco on Feb. 17. (Bloomberg) Bloomberg via Getty Images The person, a media executive with knowledge of Paramount’s intentions, said Ellison could move all his news operations to Atlanta, where CNN is headquartered, in anticipation of eventually winning the legal row with the state AGs — even if the case reaches the Supreme Court.
Another source close to the company described the possible moves as “contingency plans.”
CBS News’ broadcast center could fetch the billionaire Ellison family a “couple of billion dollars,” the source added.
Paramount insiders believe Bonta wants a spin-off of CNN, a Warner Bros. asset, before any deal is pushed through – though Ellison isn’t willing to do that as of now.
But people inside Paramount are still optimistic that the company will be able to reach a settlement with Bonta, whom Ellison wants to come to the table by Oct. 1.
Under the terms of its deal with WBD, from that date onward, Paramount would have to cough up a painful $7 million per day until the merger is completed.
People walk by the CBS Broadcast Center in Manhattan. (Getty Images North America) Getty Images No formal talks are now taking place, and the two sides remain at odds over possible concessions, people close to the matter told the Post.
Paramount did not immediately respond to The Post’s request for comment.
But Paramount’s optimism comes as pressure has been mounting within the Democratic Party to keep the studio owner happy and prevent any backlash from an exodus of Hollywood jobs, sources said.
Ellison is seeking leverage in his battle with Bonta and New York AG Letitia James, though it’s unclear how much of his production operations he is prepared to move out of California or New York.
Britská vláda schválila fúzi společností Paramount Skydance a Warner Bros. Discovery v hodnotě 110 miliard USD po ujištění o redakční nezávislosti a mediální diverzitě.
The UK government has greenlit Paramount Skydance’s $110 billion merger with Warner Bros. Discovery, saying it has received assurances from the company about editorial independence and diversity of media.
The UK’s antitrust arm said Thursday that it decided not to further probe the deal, weeks after British culture minister Lisa Nandy said she was mulling intervening.
“We have cleared this deal as it does not raise competition concerns in the UK. The evidence shows that, after the merger, Paramount will continue to face sufficient competition in the various areas it operates in,” the Competition and Markets Authority said in a statement.
The UK goverment greenlit the Paramount-Warner Bros. Discovery deal, after David Ellison’s Paramount made assurances about media diversity and editorial independence. Variety via Getty Images The UK’s culture department added that Paramount, which is led by CEO David Ellison, provided several assurances — including that it would maintain “distinct editorial identities of key services and the editorial independence of news.”
The media giant, which is home to Paramount Pictures, CBS and MTV, has offered to make those assurances legally binding, according to the department.
Last week, British actors Benedict Cumberbatch, Alan Cumming and Benedict Wong pushed the UK government to block the deal, citing concerns over the livelihoods of British film and TV crews, independent film financing and the consolidation of news publications.
The government’s decision to OK the deal follows the European Union’s decision last month to approve the merger only if Paramount exited a joint venture with Universal Pictures in the region, alongside other commitments.
Paramount initially expected the merger to go through by the end of September, but it has been embroiled suits from 12 US state attorneys general and the Writer’s Guild, which seek to block it. Paramount, which agreed to pause the merger, is currently set to go to trial next March.
The delay is poised to cost Paramount millions — if not billions — of dollars. Under the merger agreement, Paramount must pay Warner Bros. Discovery shareholders about $7 million for every day after Sept. 30 that the deal has not closed.
Actor Benedict Cumberbatch spoke out against the Paramount-WBD merger, urging the British government to block the deal late last month. AFP via Getty Images
Paramount is embroiled in an antitrust lawsuit in the US over the merger and it is set to go to trial in March 2027. Getty Images A March trial date means those “ticking fees” will balloon well over $1 billion before the judge rules.
Paramount said in a statement Thursday that the UK and EU’s decisions “further demonstrate the misguided and gerrymandered market definitions relied upon by the US state (attorneys general) in their antitrust complaint in California.”
“The combination of Paramount and WBD will enhance consumer choice” and create a media company “capable of competing with the tech companies that have come to dominate the industry,” it added.
, /PRNewswire/ -- Paramount Skydance Corporation (Nasdaq: PSKY) today announced financial results for the second quarter ending June 30, 2026.
The company will conduct a conference call with a live audio webcast available on Paramount's Investors homepage at ir.paramount.com beginning at 2:00 p.m. (PT) / 5:00 p.m. (ET) on August 4.
Please visit the Paramount Investors homepage to view a letter to shareholders.
The conference call can also be accessed by dialing 800-715-9871 (U.S. domestic) or 646-307-1963 (international) using conference ID 61912. Please call five minutes in advance to ensure that you are connected prior to the call.
An audio replay of the call will be available on August 4 in the Events and Webcasts section of Paramount's Investors homepage.
The earnings release and any other information related to the call will be accessible on Paramount's Investors homepage as well.
To automatically receive Paramount's latest financial news by email, please visit the Investors homepage and subscribe to email alerts.
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. For more information, please visit www.paramount.com.
Soud v Kalifornii stanovil na březen 2027 jednání o žalobách proti akvizici Warner Bros. Discovery společností Paramount Skydance. Paramount nesmí transakci uzavřít, dokud soud nerozhodne, nebo do června 2027.
The Warner Bros. Water Tower is pictured at Warner Bros. Studios in Burbank, California, U.S. February 27, 2026. REUTERS/Daniel Cole Purchase Licensing Rights, opens new tab
CompaniesAug 4 (Reuters) - Lawsuits challenging Paramount Skydance's (PSKY.O), opens new tab acquisition of Warner Bros. Discovery (WBD.O), opens new tab will go to trial in March 2027, a federal judge in California ruled on Tuesday.
The Reuters Daily Briefing newsletter provides all the news you need to start your day. Sign up here.
The ruling is a win for California Attorney General Rob Botna, who had sought an April trial. Paramount had asked for trial to start in November.
Paramount has agreed not to close the deal until a judge rules in the case, or until June 2027, whichever comes sooner.
The trial will last 12 days on claims by the California-led group of states and the Writers Guild of America.
The states say the deal would harm competition in film and television distribution. The union says it would decrease competition for writing work.
Paramount has defended the deal, saying it will lead to more content production and a stronger Hollywood.
Paramount could owe as much as $1.7 billion in ticking fees it promised to Warner Bros. shareholders if the deal is delayed until next summer.
Reporting by Jody Godoy in New York; Editing by Mark Porter and Nick Zieminski
Our Standards: The Thomson Reuters Trust Principles., opens new tab
Jody Godoy reports on tech policy and antitrust enforcement, including how regulators are responding to the rise of AI. Reach her at [email protected]
Paramount Skydance by mohla dlužit WBD více než 1,18 miliardy USD na tzv. „ticking fees“ poté, co soud stanovil termín procesu na 2. března. Pokud fúze neprojde, hrozí jí i 7miliardový poplatek za zrušení.
By You're currently following this author! Want to unfollow? Unsubscribe via the link in your email.
Paramount Skydance CEO David Ellison's company may soon have to pay up to WBD investors. Gabe Ginsberg/Getty Images David Ellison and his billionaire father may need to get their checkbooks ready.
Paramount Skydance is expected to need to pay Warner Bros. Discovery shareholders more than $1 billion in so-called ticking fees after a federal judge set the date for the trial about its merger: It's March 2.
The Ellisons' and Paramount's other financial backers agreed to pay WBD investors $650 million per quarter, which is about $7 million per day, that its merger isn't finalized, starting after September 30.
There are 169 days between October 1 and March 19, which is when Paramount's trial is scheduled to end.
That implies Paramount would owe WBD shareholders about $1.18 billion, unless the company reaches a settlement with the 12 states suing to block its deal.
If Paramount doesn't complete its merger with WBD, it would owe WBD a $7 billion termination fee under the agreement.
Read next
James Faris You're currently following this author! Want to unfollow? Unsubscribe via the link in your email.
Paramount Skydance souhlasila s odkladem uzavření fúze s Warner Bros. Discovery až do 1. června 2027, zatímco čelí žalobě 12 států kvůli antimonopolním obavám.
David Ellison's Paramount agreeing to delay its WBD deal is actually a big flex Analysis by You're currently following this author! Want to unfollow? Unsubscribe via the link in your email.
Paramount Skydance CEO David Ellison (left) and his billionaire father Larry Ellison are trying to buy Warner Bros. Discovery. Angela Weiss/AFP via Getty Images; Eric Thayer/Getty Images; Andrew Harnik/Getty Images Paramount Skydance's agreement to delay its merger with Warner Bros. Discovery might have a simple explanation: CEO David Ellison can afford to wait.
After months of trying to fast-track its WBD mega-deal, Paramount agreed on Friday not to close it until June 2027, or until five days after a trial ends.
Attorneys general from 12 states have sued Paramount to block its acquisition of WBD, arguing the merger is anticompetitive. A judge had paused the deal, which had already been approved by the US Department of Justice and global regulators like the European Commission.
Although Paramount was eager to avoid a delay, its sudden reversal signals it's confident that a jury would take its side in a trial — and that the cost of waiting to merge with WBD is overstated.
Not too ticked offParamount's decision to willingly delay its WBD merger may first appear to be an own-goal, given the financial penalties it would incur by waiting.
Ellison's company agreed to pay WBD shareholders a "ticking fee" of about $7 million each day the deal doesn't close, starting after September 30. Paramount lawyer Jeffrey Kessler told the judge overseeing the case that the company "would suffer very severe harm" if it had to pay the ticking fee, which amounts to $650 million per quarter.
If the deal is delayed six months, Paramount would owe WBD shareholders $1.3 billion. The most it could owe is $1.95 billion in ticking fees since the pause agreement lasts until June 1.
However, the ultrawealthy Ellisons and their financial partners have agreed to pay $110 billion for WBD, which makes a $7 million per day charge more of an annoyance than a roadblock.
A $1.3 billion charge for a six-month delay would increase Paramount's purchase price by 1.2%, which, when annualized to 2.4%, is less than June's inflation rate of 3.5%. The same is true of a 2% price bump over nine months.
"It's a lot of money in absolute dollars, but it's not a huge deal," said Hernan Lopez of media consultancy firm Owl & Co.
Some investors thought Paramount would pay over $33 per share for WBD, Lopez said. That explains why WBD shares fell after Paramount won the bidding war by offering $31 per share. Those savings may have given it more breathing room to offer WBD shareholders a ticking fee.
Paramount seemed prepared for turbulence in the regulatory process, as the company already accounted for the ticking fee in the tens of billions in cash it set aside for this deal. However, Ellison may find himself waiting longer to reunite with WBD than he hoped.
"They must have priced in some delay, though likely not three full quarters," Lopez said. Paramount declined to comment.
'Every single dollar matters' — as does every dayStill, just because the Ellisons could afford to pay a few billion extra doesn't mean they want to, especially since they'd be on the hook for a $7 billion charge if they drop their bid for WBD.
"I think every single dollar matters, even with Ellison's virtually endless resources," said analyst Brandon Katz of entertainment data firm Greenlight Analytics.
Although Paramount has deep-pocketed owners, Katz noted that "there's a lot of ancillary money involved outside the purchase price" — including a $2.8 billion breakup fee to Netflix, which had previously agreed to buy WBD's studio and streaming business.
Paramount's biggest frustration may be the opportunity cost of not closing the WBD deal sooner.
Ellison's dream of building a Hollywood superpower may be disrupted if his company has to wait months before merging HBO Max with Paramount+ and the Warner Bros. Studio with its studio.
In the meantime, Paramount is planning to boost its streamer by adding micro dramas, bolstering its free tier, and introducing interactive features, Business Insider reported last week.
Still, Ellison likely knows that sleek new streaming features and AI enhancements on their own may not turn Paramount into Netflix.
Instead, the media mogul believes paying $110 billion for WBD is worth it — and worth the wait.
Read next
James Faris You're currently following this author! Want to unfollow? Unsubscribe via the link in your email.
David Ellison uvedl, že je „vysoce přesvědčen“, že Paramount uspěje v antimonopolním řízení a dokončí spojení s Warner Bros. Discovery. Herci Benedict Cumberbatch, Alan Cumming a Benedict Wong mezitím vyzvali britskou vládu, aby je zablokovala.
Paramount CEO David Ellison said Monday that he’s “highly confident” his company will win its antitrust case and merge with Warner Bros. Discovery — as actors Benedict Cumberbatch, Alan Cumming and Benedict Wong push the UK government to block it.
Ellison told staffers in a note obtained by The Post that Paramount, home to CBS, Paramount Pictures, MTV and Nickelodeon, has complied with antitrust laws, citing various clearances from different regulatory bodies and governments.
“Over the past several months, our leadership team and legal partners have worked closely with antitrust and competition authorities around the world,” he said. “As a result regulatory bodies and governments representing 65 jurisdictions — including the European Commission, Australia, China, the US, Germany, France, Spain, Canada and South Korea — have either cleared the transaction or elected not to challenge it on cometition and/ or foreign direct investment grounds.”
Paramount CEO David Ellison told staffers that he’s “highly confident” his company will prevail in its antirust lawsuit. AFP via Getty Images Ellison added that absent the lawsuit filed by 12 US states, led by California, and a separate suit from the Writers Guild of America, Paramount would have been able to close the deal in the coming weeks.
“Let me be clear: we remain highly confident that this transaction does not pose any legal issues, and we will complete it and bring these two companies together,” he said, before acknowledging that the deal is on pause. “For not it remains business as usual.”
On Friday, Paramount agreed not to close the takeover until the court decides whether the deal violates antitrust laws. The merger deal expires on June 4, 2027 if the deal hasn’t closed by that date.
Benedict Cumberbatch, along with Benedict Wong and Alan Cumming
urged the UK government to block the merger of Parmount and WBD. David Benthal/BFA.com/Shutterstock Meanwhile, actors Cumberbatch, Wong and Cumming penned an op-ed in “The Guardian” on Monday, pushing the UK government to stop the proposed Paramount-Warner Bros. merger, saying it “threatens to inflict immense harm on the British public.”
The letter, which was addressed to culture minister Lisa Nandy, said that her intervention could be “prove one of the most important decisions any culture secretary has taken for UK film, television and media in a generation.”
In the letter, which is titled, “A TV and cinema calamity could be disastrous for what you watch and what you know. Act now to stop that,” they argued that the $110 billion merger will result in “redundancies, cancelled productions, fewer films commissioned and fewer risks taken.”
Cumming and his fellow actors said the deal “threatens to inflict immense harm on the British public.” PA Images via Getty Images The move comes after Nandy told the UK Parliament that she is “minded to intervene” in the takeover, but she has yet to make a final decision on whether to submit the union to a full public interest probe.
She is expected to reach a conclusion when Parliament returns from its summer break in September.
“Nandy has opened the door to intervention,” Cumberbatch, Cumming and Wong wrote. “She must walk through it, for the sake of everyone who makes UK television and film – and everyone who watches it. If she does not, we will be left without the ability to protect our industry and our culture from this consolidation. We must not push the public’s interest aside; we must stand up for it and block this merger.”
Some of the issues that the actors — who have all starred in big budget Marvel flicks — cited concern the livelihoods of British film and TV crews, independent film financing and the consolidation of news publications.
The merger — if approved — would combine Hollywood studios Paramount Pictures and Warner Bros., as well as streaming services Paramount+ and HBO Max and networks CBS and CNN.
In the letter, Wong, Cummings and Cumberbatch appealed to
culture minister Lisa Nandy to blocl the merger. Getty Images for Tribeca Festival Last week the European Commission approved the Paramount-Warner Bros. merger, but with some conditions.
They also noted that the deal would “raise prices, shrink the number of films made and degrade the quality of what audiences see.”
, /PRNewswire/ -- The European Commission has today formally cleared the acquisition of Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD") by Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount"), representing a major milestone in completing the transaction in line with the publicly stated timeline.
Paramount has already received competition clearances from antitrust and competition authorities in the following jurisdictions: the United States, Australia, Brazil, Canada, China, Kuwait, Montenegro, New Zealand, North Macedonia, Saudi Arabia, Serbia, South Africa, South Korea, Ukraine, and the COMESA Competition Commission (the regional competition authority for the Common Market for Eastern and Southern Africa). Additionally, Paramount has received foreign direct investment clearances in Australia, Germany, France, Spain, Slovenia, Belgium, Czechia, New Zealand, Italy, and Romania. The transaction was also unconditionally approved by European Commission under its Foreign Subsidies Regulation regime and by the Austrian Federal Competition Authority under its media merger control regime.
With the clearance from the European Commission, bodies and governments representing 65 jurisdictions have either cleared the transaction or chosen not to challenge it on competition and/or foreign direct investment grounds.
These clearances recognize that the combination of Paramount and WBD will enhance consumer choice and enable a creative-first company to invest in more projects and bring stories to audiences worldwide. It will create a scaled media and entertainment company capable of competing with the tech companies that have come to dominate the industry, strengthening the media ecosystem and creating more opportunities for creatives both in front of and behind the camera.
The conclusions reached by the European Commission directly refute key assumptions that underpin the state AGs' complaint seeking to block the transaction. In its finding that "at film production level, enough film studios remain as competitors in the EEA", the European Commission correctly defined the market as including "smaller US studios such as Amazon MGM, A24 and Lionsgate, as well as European studios" in addition to "other major US studios like Disney, NBC Universal and Sony." The European Commission did not find that high-budget or 'blockbuster' films constituted a relevant market. It rather considered them as an element of differentiation in its competitive assessment, and found that the market will remain competitive for these types of films too. In coming to the conclusion that "as regards the AV value chain, the Commission's investigation showed that enough alternative competitors remain to exert sufficient competitive pressure on the merged entity in the EEA", the European Commission rightly considered streaming platforms as competing directly with linear TV. These conclusions further undermine the market definition relied upon by the state AGs in their complaint.
"Today's approval from the European Commission marks another significant milestone in bringing Paramount and Warner Bros. Discovery together. We appreciate the Commission's constructive engagement and thorough analysis throughout its review," said Makan Delrahim, Chief Legal Officer, Paramount. "Not only does this combination not pose any competitive harms, it actually enhances competition by creating a scaled media and entertainment company with the ability to truly challenge the tech platforms that have come to dominate the industry. By strengthening competition it will support increased investment in content, expand opportunities for creatives and deliver greater choice for consumers. We are pleased that the European Commission, following its robust review, joins other bodies, including the United States Department of Justice, Australia's ACCC, Canada's CCB, Brazil's CADE, China's SAMR and South Africa, in concluding that this transaction does not harm competition and can proceed, further underscoring its potential to strengthen the global media and entertainment ecosystem."
The transaction brings together the two companies' complementary strengths to create more competition and support greater investment in storytelling and talent. Paramount has proactively made clear its plans and incentives for the combined company: to increase output to at least 30 high-quality films annually, each of which will receive a full theatrical release starting immediately; to continue licensing content to and acquiring content from third parties; and to preserve iconic brands with independent creative leadership.
***
About Paramount, a Skydance Corporation
Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.
This communication contains "forward-looking statements" regarding the 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 PSKY 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 PSKY 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 PSKY's streaming business; the adverse impact on PSKY'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 PSKY's decisions to invest in new businesses, products, services and technologies, and the evolution of PSKY's business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of PSKY's content; damage to PSKY'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 PSKY's intellectual property rights; domestic and global political, economic and regulatory factors affecting PSKY's businesses generally; the inability to hire or retain key employees or secure creative talent; disruptions to PSKY's operations as a result of labor disputes; risks and costs associated with the integration of, and PSKY'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 PSKY's Class B common stock; the effect PSKY'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 PSKY, including that PSKY's stockholders may not realize any change of control premium on shares of PSKY's Class B common stock and that PSKY may become subject to the control of a presently unknown third party; risks associated with PSKY'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 PSKY's Class B common stock; risks that anti-takeover provisions in PSKY'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 PSKY'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 PSKY; risks associated with PSKY's holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to PSKY's indebtedness, including PSKY's substantial outstanding debt obligations; risks related to PSKY's ability to incur substantially more debt and PSKY's ability to meet the financial and other covenants contained in the agreements governing PSKY's indebtedness; risks relating to PSKY's ability to deleverage the business in accordance with management's targets, including risks arising from assumptions, uncertainties and contingencies that may affect PSKY's ability to reduce indebtedness; risks relating to management's ability to execute on its strategic plan and improve its financial profile and cash flows from operations; and risks relating to any capital or other financing PSKY may have to raise in order to reduce its indebtedness following the Merger. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of PSKY and WBD can be found in PSKY's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, and PSKY's Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 4, 2026, including, in each case, in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," and PSKY'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 PSKY or WBD. PSKY 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.
Warner Bros. Discovery uzavřela o 3,76 % níže poté, co kalifornský federální soudce pozastavil 110miliardovou akvizici Paramount Skydance. Trh sleduje další antimonopolní vývoj.
Warner Bros. Discovery (WBD 3.76%), a global film, TV, cable, and streaming entertainment conglomerate, closed at $25.86, down 3.76%. Shares fell after a California federal judge paused Paramount Skydance’s (PSKY 2.06%) $110 billion acquisition. Investors are watching what antitrust developments come next. Trading volume reached 44.2M shares, coming in about 115% above its three-month average of 20.6M shares. Warner Bros. Discovery IPO'd in 2005 and has grown 224% since going public.
How the markets moved todayS&P 500 (^GSPC 0.19%) closed at 7,445, down 0.17%, while the Nasdaq Composite (^IXIC 0.05%) finished at 25,508, down 0.05%. Among global media and entertainment sector rivals, Netflix closed at $67.60, down 1.96%, and Walt Disney ended at $96.44, down 1.26%, as merger headlines kept Warner Bros. Discovery and its peers in focus.
What this means for investorsThe Warner Bros. Discovery and Paramount Skydance deal continued to run into new hurdles today, this time as a federal judge placed a 14-day pause on the acquisition via a temporary restraining order. The TV and streaming juggernauts had previously hoped to close the deal by July 22nd, but will now have an August 3rd hearing to see if the pause should be extended.
California Attorney General Rob Bonta stated, "This is a critical first win in our case to ensure this megamerger never sees the light of day." Today’s news comes one week after the Writers’ Guild of America also filed a lawsuit to stop the merger, as they deem that it would “threaten the economic and creative health of the American entertainment industry."
WBD stock currently trades 20% below PSKY’s original $31-per-share cash offer, as the market remains uncertain of the deal’s completion. Meanwhile, Paramount is on the hook to pay a quarterly $0.25-per-share “ticking fee” if the deal is not closed by September 30th.
Josh Kohn-Lindquist has no position in any of the stocks mentioned. The Motley Fool has positions in and recommends Warner Bros. Discovery. The Motley Fool has a disclosure policy.
Skupina generálních prokurátorů jednotlivých států má už v pondělí podat žalobu proti plánované akvizici Warner Bros. Discovery společností Paramount Skydance kvůli antimonopolním obavám. Federální ministerstvo spravedlnosti USA už transakci schválilo.
A group of state attorneys general is expected to file a lawsuit as soon as Monday challenging Paramount Skydance's proposed acquisition of Warner Bros. Discovery, CNBC's David Faber reported.
The lawsuit, which will be brought by a group including California Attorney General Rob Bonta, is expected to try to block the merger on antitrust grounds, Faber reported.
The deal would combine two storied film studios — Paramount and Warner Bros. — as well as streaming platforms Paramount+ and HBO Max. Paramount CEO David Ellison has previously said the streaming services would become one following the merger.
It would also mean the formation of the largest portfolio of TV networks in the U.S., bringing together Paramount's broadcast network CBS and pay TV channels like MTV and BET with WBD's CNN, TNT and others.
The merger won approval from WBD shareholders in April, and Ellison said in a recent earnings call that it was on track to close by September.
The deal came under scrutiny from lawmakers in both the U.S. and Europe, including related to foreign funding that was part of Paramount's offer. In mid-June, the U.S. Department of Justice signed off on the tie-up, clearing it of federal antitrust concerns.
"The Division has completed its analysis of the proposed merger of Paramount and Warner Bros. and determined based on the evidence received in its investigation that the transaction is not likely to result in harm to competition or American consumers," the department said in its determination.
The merger has also won approval from several global jurisdictions as it moves toward a potential close.
However, the the European Union is still reviewing the deal for approval , with a new provisional deadline set for July 22. The European Commission said in a public filing this month that Paramount has submitted concessions in a bid to smooth over concerns regarding the deal.
Hollywood has previously expressed concerns about the combination, citing the likelihood for fewer film releases and the potential for job losses in the industry. Ellison has promised that once combined the film studios would put out a slate of 30 movies per year and has said he's committed to protecting jobs.
Ellison first set his sights on WBD last September. Just weeks after Paramount and Ellison's Skydance completed its merger, the company made its initial run for WBD, resulting in several bids and a formal sale process.
WBD ultimately signed a deal to sell its film studio and streaming assets to Netflix. However, Paramount launched a hostile takeover offer and subsequently amended its bid. Netflix ditched its deal, and Paramount walked away with an agreement to buy the entirety of WBD for $31 per share.
Paramount Skydance spojuje reklamní produktový a technologický tým do jedné moderní organizace. Změny mají podpořit digitální transformaci pod vedením Davida Ellisona.
By You're currently following this author! Want to unfollow? Unsubscribe via the link in your email.
Paramount Skydance CEO David Ellison has leaned into technology since taking the helm. Ian Gavan/Getty Images for Paramount Pictures; Illustration by Cheng Xin/Getty Images Paramount Skydance has revamped another key tech team as CEO David Ellison's digital transformation takes shape.
Paramount's ad product and tech teams are joining forces, becoming the latest units to get a makeover. Earlier this year, Ellison combined streaming engineering groups and reassigned some staffers who'd helped merge the tech platforms of Paramount+ and free streamer Pluto TV.
Ad product and tech employees learned about the new structure and leaders in a late-June memo from Hugh Williams, a former Google tech exec who joined Paramount this spring as an EVP.
Merging the ad product and tech groups will help create "the modern, unified product and technology organization we set out to build," Williams said in the memo, which was obtained by Business Insider.
Ellison is set on modernizing Paramount, a 114-year-old Hollywood powerhouse that hasn't been known for its tech prowess. He's hoping to narrow the gap with Netflix, both by "prioritizing investments in advanced technology" and by buying Warner Bros. Discovery.
Paramount has made strides in streaming tech by adding a short-form video feed and plans to add interactive features, such as a shopping tool and sports stats. The company is also eyeing video podcasts to drive engagement.
Paramount's rearranged ad product and tech group has five parts, and each unit's leader will report directly to Williams, the EVP said.
Staffers on these teams should prepare for "movement between the groups soon to align with the new team structure," Williams added.
Todd Bender, currently Paramount's EVP of Advertising Platforms, will take on a new role as EVP of Integration, Williams said. Bender will support Williams and product chief Dane Glasgow "in complex integration planning work" with the changes, Williams said in the memo.
Here's a breakdown of Paramount ad product and tech's new structure and leadership team:Product Management (PM)Led by four executives:
Charlie Goodman: SVP, Decisioning & Ad Formats PMMatthew Jacobs: Senior Director, Reporting, Measurement, and Attribution PMGeorge Powell: VP, Ad Platforms & Systems PMMichele Stone: SVP, Revenue Enablement PMDescription: "Accountable for why we do work and what work we do, organized around the full 'pitch to pay' lifecycle of advertising across every screen. This spans how clients and our sales teams plan and transact with us; how we decide, deliver, operate, and shape the ad experience; the shared platforms and infrastructure the organization runs on; and how we measure outcomes and turn delivered value into revenue."EngineeringLed by Rich Orme: EVP, Engineering
Background: Orme joined Paramount in June after working in tech for close to three decades. He most recently started and ran AI advisory firm Leif Partners and previously worked at tech investment firm Silver Lake.Description: "Accountable for how and when we build software. Once the PM team decides what to build, Engineering owns the architecture, design, build, and delivery dates. Almost all of our engineers will report into this new organization."DataLed by TBD
Williams said that Paramount plans to hire an EVP of Data to head up its data science and analytics efforts.Description: "Accountable for how and when we build our data solutions, spanning analytics and data science. Analytics owns the insights, reporting, dashboards, experimentation, and ensuring our data is relevant, reliable, and reusable. They will answer the hard and interesting data questions about Ads. Data science owns the models and algorithms that power our products. Data partners closely with Engineering and is a key partner across Product Management."Advertising SolutionsLed by Dayna Wasilefski: VP, Advertising Solutions
Background: Wasilefski is a longtime Paramount executive stepping in for Paul Mahood, the ad sales product and tech SVP who's leaving the company at the end of July after more than two decades.Description: "Owns the significant vendor solutions that run our customer and linear businesses, including our CRM and all Salesforce instances, linear systems, and the technology behind local, sports, and our other non-streaming businesses. We will continue to deliver these with the availability and continuity the business depends on. This team owns the how and the when for customizing and operating those solutions."Field CTOLed by Travis Scoles: EVP, Field CTODescription: "A small, senior, client-facing team focused on direct relationships with our ad sales teams and advertisers. This team will build small, high-value custom solutions, representing our product and technology strategy to clients and partners, and feeding market intelligence back into the organization. Their work is deliberately one-off: anything that becomes durable is handed back to the broader organization to own and prioritize. The team will also represent Ads Product and Tech in client forums and evangelize Paramount as leaders in the Ads space."Paramount has a new-look leadership teamEllison's Paramount has had plenty of leadership changes this year.
Besides bringing on Williams, the company also landed former Google AI language product exec Barak Turovsky in May as its head of consumer AI. And in March, Paramount hired Danielle Carney from Amazon to oversee its US ad sales team.
Meanwhile, tech chief Phil Wiser left the company in late May. A few months earlier, agency partnerships EVP Chris Simon stepped down, and streaming product and tech chief Vibol Hou also left.
Read next
James Faris You're currently following this author! Want to unfollow? Unsubscribe via the link in your email.
