California Attorney General Rob Bonta said on Tuesday there are no settlement talks scheduled with Paramount Skydance (PSKY.O) to resolve the antitrust suit seeking to block the studio's proposed $110 billion acquisition of Warner Bros Discovery (WBD.O).
Bonta said he canceled a scheduled Monday meeting after details of confidential settlement discussions leaked to the press, which he said was "unacceptable."
"If they are willing to clean things up .... and engage in a way that is sincere and in good faith, we will be where we always will be with any party in any case that we're involved in, which is happy to meet," Bonta said at a press conference on public safety issues.
Paramount has pushed for a settlement in the case, which is the last hurdle to the deal along with a parallel lawsuit by the Writer's Guild of America. The company faces a mountain of fees and costs to keep the deal together if Bonta's lawsuit continues to a trial scheduled for March. Bonta and other states have so far won key rulings, giving them leverage if settlement talks continue.
The studio said it was not the source of the leaks.
A Paramount spokesperson on Monday said the company shares "Bonta’s concerns about the public discussions and misreporting that has surrounded this deal."
Bonta reiterated his concerns that the merger of two major Hollywood studios would result in higher prices for consumers, less choice and lower quality films and television series. He also cited a report from Los Angeles county that predicted 4,500 film and television jobs would be lost within three years of the companies combining their operations, exacting an economic toll on the community.
The attorneys general are seeking remedies that address their concerns about the deal's potential impact on widely released films and basic cable TV service.
"They know exactly what I'm asking for, and it's incumbent upon them if they wish to make proposals that align with what I'm looking for and what the other attorneys general are looking for," Bonta said. "They haven't."
Bonta said promises to release a combined 30 films a year from Paramount and Warner Bros fall short of the remedies he and other attorneys general are seeking.
California Attorney General Rob Bonta said on Tuesday there are no settlement talks scheduled with Paramount Skydance to resolve the antitrust suit seeking to block the studio’s proposed $110 billion acquisition of Warner Bros Discovery.
Bonta said he canceled a scheduled Monday meeting after details of confidential settlement discussions leaked to the press, which he said was “unacceptable.”
“If they are willing to clean things up …. and engage in a way that is sincere and in good faith, we will be where we always will be with any party in any case that we’re involved in, which is happy to meet,” Bonta said at a press conference on public safety issues.
California Attorney General Rob Bonta canceled a Monday meeting with Paramount Skydance to resolve a lawsuit seeking to block the company’s takeover of Warner Bros Discovery. Los Angeles Times via Getty Images Paramount has pushed for a settlement in the case, which is the last hurdle to the deal along with a parallel lawsuit by the Writer’s Guild of America. The company faces a mountain of fees and costs to keep the deal together if Bonta’s lawsuit continues to a trial scheduled for March. Bonta and other states have so far won key rulings, giving them leverage if settlement talks continue.
The studio said it was not the source of the leaks.
Paramount Skydance said it, like California Attorney General Rob Bonta, is concerned about ‘misreporting’ about its deal for Warner Bros Discovery. NurPhoto via Getty Images A Paramount spokesperson on Monday said the company shares “Bonta’s concerns about the public discussions and misreporting that has surrounded this deal.”
Bonta reiterated his concerns that the merger of two major Hollywood studios would result in higher prices for consumers, less choice and lower quality films and television series. He also cited a report from Los Angeles county that predicted 4,500 film and television jobs would be lost within three years of the companies combining their operations, exacting an economic toll on the community.
Paramount Skydance has offered $110 billion for Warner Bros Discovery. NurPhoto via Getty Images The attorneys general are seeking remedies that address their concerns about the deal’s potential impact on widely released films and basic cable TV service.
“They know exactly what I’m asking for, and it’s incumbent upon them if they wish to make proposals that align with what I’m looking for and what the other attorneys general are looking for,” Bonta said. “They haven’t.”
Bonta said promises to release a combined 30 films a year from Paramount and Warner Bros fall short of the remedies he and other attorneys general are seeking.
It was only last summer that the company said it would split itself in two and began the process of creating separate, publicly traded entities: Warner Bros., which would have housed the streaming and film units, and Discovery Global, which would have run its global linear TV networks.
Change seemed to be happening at breakneck speed. The company was in the midst of an aggressive buildout for its HBO Max streaming platform, pushing into new markets and chasing subscriber and profitability growth. Its film studio was showing signs of much awaited momentum. CFO Gunnar Wiedenfels had begun strategizing with fellow executives on how to run a business of just TV networks in a period of rapid decline.
But after a sale process and a delayed merger with David Ellison's Paramount Skydance, much of that change has ground to a halt.
WBD CEO David Zaslav said during an earnings call earlier this month that executives have "been trying to drive the value of the company" in order to have WBD in the best shape possible for when the merger would close.
That was after a group of states led by California Attorney General Rob Bonta filed to block the deal on antitrust grounds — and before preliminary settlement talks between the California AG and Paramount seemed to fall apart earlier this week.
The start-and-stop means Warner Bros. Discovery has fewer options on the table at a time when the media industry as a whole is charting new paths. The company — made up of the storied film studio, a portfolio of TV networks and a prestige streaming business — once looked agile. Now it's forced into being cautious.
"This is as good a deal as Warner Bros. Discovery's going to get, and they are going to have a difficult time totally walking away here with no more than a breakup fee," said Tom Rogers, a media veteran who's currently senior advisor to Versant Media Group and executive chairman of AI film and TV production company Fountain 0. "So I think they have plenty of incentive to also figure out how this deal could get done."
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The proposed $110 billion sale price should be a windfall for WBD, Zaslav included. Paramount has agreed to pay $31 per share to acquire WBD, and if regulatory approval is delayed beyond September, Paramount will start owing a "ticking fee," raising the deal value.
The questions that remain are what will Paramount be buying if the deal goes through after an extended delay, and what happens to WBD if it doesn't?
What can WBD do?WBD doesn't necessarily need to stand still as it waits for the merger to move forward.
Interim operating covenants laid out in the merger agreement allow for WBD to run itself as an independent entity while the deal moves toward closing. That flexibility was a particular point of emphasis for Warner Bros. Discovery executives when it was negotiating a deal to sell itself — first with Netflix, then Paramount — according to a person familiar with the matter.
In situations where WBD would need Paramount's blessing to do something while the transaction is pending, the agreement states those permissions can't be "unreasonably withheld."
The agreement accounted for a merger closing process that could take 12 months or more, giving WBD some cushion in the event of a delay.
While WBD is unable to take part in major M&A, it is still able to ink licensing deals and other types of agreements or partnerships with media peers. From a creative perspective there hasn't been much holdup on that front, according to another person familiar with the matter. Film and TV content creators are still pitching themselves to WBD, said the person.
CNBC's sources spoke on the condition of anonymity because they weren't authorized to speak publicly.
Licensing out content to other platforms and networks has proven to be a lucrative business model for WBD, as well as its peers.
Since the merger between Warner Bros. and Discovery in 2022, the company has licensed out content from the highly coveted HBO library, like "Sex and the City," "Insecure" and "Band of Brothers" to Netflix, and series like "Westworld" to free ad-supported streamers.
During the company's August earnings call, CFO Wiedenfels touted "very healthy demand" for WBD content.
Streaming strides or sidelinesAt the same time, media's appetite has been growing for different streaming business models, such as bundling platforms for one subscription fee or ingesting content from one platform into another. NBCUniversal's Peacock, for example, agreed to embed its content into YouTube Premium in a deal that many onlookers say could set a new precedent.
Leadership for both NBCUniversal and Fox Corp. have said their companies are open to future combinations or bundles with other platforms.
HBO Max is already offered as part of a bundle with Disney's streaming services, and media reports have recently surfaced that Netflix is considering teaming up with some of its peers. WBD CEO Zaslav himself has long been an advocate for a bundling model, which stems from the pay TV world.
Yet with more streamers finding their dancing partners, it's hard to imagine which, if any, companies would want to strike new agreements with HBO Max while its future remains up in the air.
Paramount's Ellison has said upon completion of the WBD merger, Paramount+ and HBO Max would become a single service. The uncertainty of those streamers' futures likely leaves them on the outs while other smaller players make new in-roads.
And if WBD were to strike such deals now, per the interim operating covenants they would be relatively short-lived regardless.
"It's certainly not easy to run the WBD business with this overhang of not knowing the direction of where it's headed and the constraints on what they can do that the merger agreement sets out. It makes life more difficult," Rogers said.
Meanwhile, the longer WBD and Paramount wait to combine their streaming services, the more lead time competitors may have to outpace them individually.
"Currently, both Paramount Skydance and Warner Bros. Discovery own and operate subscale streaming services; combined, we believe they have a better chance competing with the bigger DTC players (namely Disney and Amazon, with Netflix and YouTube still in a league of their own)," MoffetNathanson analyst Robert Fishman said in an Aug. 5 note following Paramount's earnings report.
"If the deal falls through, then both streamers are going to find themselves saddled with standalone platforms that are unlikely to be able to compete longer term," Fishman said.
Earlier this month WBD's earnings report showcased record-breaking revenue growth for its streaming segment, while linear TV and the film studios weighed on results.
However, that same momentum could soon slow. Much of HBO Max's recent growth has taken place internationally, and this past quarter marked the end of its expansion into major international markets.
Smaller markets remain, but executives have been told not to expect streaming growth as significant as WBD has reported recently, said a third person familiar with the matter, who spoke on the condition of anonymity because they weren't authorized to speak publicly.
WBD expects to hit its goal of surpassing 150 million global streaming subscribers by the end of this year, and says future growth will stem from its ad-supported tier and additions in various markets.
Circling WBDwatch now
With Paramount's deal hung up, speculation has begun about what assets Ellison would be willing to lose in order to preserve the merger. And, even with a question mark in its future, WBD's assets are still attractive to other potential buyers.
California's Bonta told CNBC last week that settling the states' antitrust case against Paramount would require "robust structural remedies" — particularly in the pay TV and film studios businesses.
While preliminary settlement discussions were quickly paused following media reports about potential stipulations, bankers and insiders have considered which assets could realistically be most appetizing if they were to hit the chopping block.
WBD subsidiary New Line Cinema is likely to attract bidders, CNBC reported on Tuesday. The nearly 60-year-old film and TV production company is behind films like the Lord of the Rings and Final Destination franchises and more recently the Mortal Kombat installments.
Some of WBD's pay TV networks may also be attractive to would-be buyers if Paramount needs to shave the portfolio down, CNBC reported, including the Turner channels such as TNT and TBS, or even its lifestyle networks like HGTV.
Of course, the dark cloud hanging over all of this dealmaking — real or hypothetical — is the fresh threat that states could take up the regulatory mantle from federal regulators and challenge more deals on antitrust grounds.
— CNBC's Julia Boorstin contributed to this article.
David Ellison’s Paramount is publicly denying that it leaked details of upcoming talks with Rob Bonta‘s office on its Warner Bros. Discovery deal after the Attorney General canceled a scheduled Monday meeting, accusing the company of “playing games.”
“We share AG Bonta’s concerns about the public discussions and misreporting that has surrounded this deal,” read a statement from a PSKY spokesperson. “As we have assured the Attorney General’s office, Paramount has not been the source of the leaks of any of our confidential discussions with the AG’s office. We remain hopeful and stand ready to continue good faith discussions to resolve the Attorneys General suit and move forward with our plans for increased competition and increased output to the benefit of the talent and entertainment workers.”
Bonta canceled the scheduled sit-down late Sunday soon after the WSJ reported details of an August 21 meetup between the parties, including details of potential remedies the AG would require to drop ongoing legal action against the Par-WBD merger.
“My office had a meeting with Paramount on Friday. Paramount did not maintain the confidentiality of that meeting,” Bonta said in a statement to Deadline last night. He is leading a group of a dozen Attorneys General in suing Paramount to block its planned acquisition of WBD on antitrust grounds. The suit, set for trial in early March, address three markets of concern — cable programming, blockbuster movies and wide release movies.
Ellison badly wants to settle the case well before then and has threatened to relocate the company if there’s no movement soon. Third parties from exhibitors to politicians to some guilds have also urged Bonta to resolve the litigation.
The AG has insisted on so-called “structural” remedies like asset sales or separating businesses, versus “behavioral” remedies like promises, in Ellison’s case a commitment for the combined studios to release 30 movies a year. As reported by WSJ and confirmed by Deadline, the AG’s asks include keeping the studios separate as well as unloading some cable networks.
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.
, /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 clapped back at Hollywood actor Mark Ruffalo for invoking “antisemitic tropes” in an unhinged rant raging against the company’s upcoming merger.
The media giant swiftly issued a lengthy statement on Friday after the Hulk-portrayer spouted off on social media, criticizing Paramount’s proposed $110 billion merger with Warner Bros.
“We are, as always, troubled when antisemitic tropes are invoked in purported service of a business dispute. Words like ‘genocide’ and ‘apartheid,’ applied to a corporate transaction, aren’t just wrong — they’re a bridge too far, and they cheapen the very real suffering those words are meant to describe,” the company said in a statement, initially reported by CNN’s Brian Stelter.
Oracle’s Larry Ellison, left, and his son Paramount CEO David Ellison back in 2013. Eric Charbonneau/Invision/AP
The Hulk portrayer spouted off on social media, and was accused of using “antisemitic tropes” to criticize the Paramount-Warner Bros merger. Pacific Press/LightRocket via Getty Images “We understand people feel strongly about this merger and are hopeful and expect that it will be judged based on the legal merits, not underlying bias. We’re asking for the same good faith we’re extending: less rhetoric, more understanding. Paramount’s future is being written for everyone who wants to make and watch great stories,” the statement concluded.
The 58-year-old “Thanks For Sharing” star posted a years-old video of former Oracle CEO Safra Catz speaking about “profoundly scary technology” to his Instagram Stories.
“There’s a few things that we did that I really can’t talk about to advance the agenda for the Israeli military. But we have some really profoundly scary technology at Oracle and we wanted to make sure that it was available for the effort,” Catz said in the clip, seen by Variety.
The “Zodiac” actor responded to the clip in a now-expired post, writing: “This is the company that Larry Ellison is using to fund his son David’s Warner Bros acquisition.
“These ‘really profoundly scary technologies’ will most likely be merged into one of the largest media conglomerates in the world and one day used on you.
Social media screenshot of Ruffalo’s antisemitic remarks. “Look how she revels in what we now have come to see as a genocide, which was built on an apartheid system of oppression powered by Oracle,” the “Shutter Island” performer wrote.
“Larry Ellison will own most of ‘Para Bros.’ Larry is a classic Oligarch. They are crushing workers and consolidating the wealth of the world for their own power and concentrated dominance,” wrote the “Poor Things” actor.
Representatives for Oracle, Warner Bros and Ruffalo did not immediately return requests for comment.
Ruffalo’s meltdown comes days after Paramount Skydance asked a federal judge to require the dozen states challenging its acquisition of Warner Bros. Discovery to post a $1.88 billion bond to address the costs of delay to the corporate marriage.
Paramount is required to pay a fee of $7 million per day if the $110 billion merger does not close by Sept. 30.
The states challenging are California, New York, Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, Oregon, and Washington.
The attorneys general in those states have argued that the acquisition would violate the Clayton Antitrust Act, which prohibits anticompetitive mergers.
Paramount Skydance on Monday asked a federal judge to require a dozen states challenging its acquisition of Warner Bros Discovery to post a $1.88 billion bond to address the costs of delay in completing a tie-up.
The company must pay a fee of $7 million a day if the $110 billion merger does not close by Sept. 30. Paramount noted the trial on the states legal challenge is scheduled for March and by the time it concludes and final legal briefs are submitted in April, it will have paid Warner Bros shareholders an unrecoverable $1.3 billion in “ticking fees.”
Paramount also noted that the Justice Department’s approval of the deal will expire on Feb. 19. Paramount wants to require the posting of the bond so they can recover losses if a court approves the merger and said the states have “ample resources to post” even a large bond.
Paramount and CEO David Ellison asked a federal judge to require a dozen states challenging its acquisition of Warner Bros Discovery to post a $1.88 billion bond to address the costs of delay in completing a tie-up. Bloomberg via Getty Images In addition to $1.7 billion in “ticking fees” through June 1, Paramount would incur $190 million in incremental financing costs by delaying the merger until June 2027. Paramount offered the fees in its pursuit of Warner Bros.
In late July, Paramount agreed to pause its acquisition of Warner Bros until after a ruling on a challenge by states to the deal
California and 11 states sued on July 13, arguing the deal would create a media behemoth with the power to raise prices in film and television. The Writers Guild of America has also sued to challenge the deal.
Similar merger challenges have taken an average of eight months for a judge to rule, a Reuters review of recent cases found.
The lawsuit, filed in Oakland federal court, threatens to derail Paramount CEO David Ellison’s bid to transform his company into a major rival of Netflix and Disney. Getty Images The lawsuit, filed in Oakland federal court, threatens to derail Paramount CEO David Ellison’s bid to transform his company into a major rival of Netflix and Disney.
Paramount said regulatory entities representing at least 68 countries have approved or declined to challenge the merger after reviewing it and the lawsuits are the only hurdle to the deal closing.
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.
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.
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.
They’re so strange that when an apolitical media mogul buys a new property and wants to provide more centrist programming — reflecting attitudes of most Americans — he feels compelled to explain himself like a sinner in a confession booth.
David Ellison, the CEO of Paramount Skydance, is that “sinner” and if you read his op-ed in The New York Times this week, you can see his confessional for the apostasy of bucking conventional progressive norms in the mainstream media.
Because of his offenses against the progressive orthodoxy that dominates news and entertainment, Ellison’s bid to merge PSKY with Warner Bros. Discovery is now being challenged on antitrust grounds by a dozen loony Democratic US state attorneys general, led by some dude in California that no one heard of until now.
Ellison makes the case in his Times op-ed that the only reasons these leftist AGs are suing is politics.
They might lose a reliable cheerleader for their progressivism at CNN — the WBD cable news subsidiary Ellison wants to acquire — much the same way Ellison is rewriting the lefty script at the news network he currently controls, CBS.
‘Trusted steward’ Or as Ellison astutely points out: “The issue is whether I can be trusted as a steward of Warner’s CNN. There has been speculation about my politics, my loyalties, my intentions.”
Based on the facts, it’s hard to find fault in his analysis.
First, if you know Ellison, you also know he’s not some right-wing ideologue — a point he tried to drive home in the piece.
If you’re even a casual viewer of CBS, you would also know that under his leadership and through his appointment of heterodox though hardly right-wing journalist Bari Weiss to run CBS News, you would also know it’s not now and never will be MAGA central.
If you don’t believe it, go back and read some of Weiss’ pieces on the issues.
Yes, she is staunchly pro-Israel and hates all forms of wokeism, but that puts her in line with just about everyone except these AGs, and much of the progressive media ecosystem.
This type of centrism isn’t what the likes of California AG Rob Bonta, who is leading the case, is aiming for.
His office counters that the case “resulted from clear-cut antitrust analysis” and is “necessary to protect competition and consumer choice.”
The federal judge in the case has already indicated the court “cannot accept Defendants’ argument that the transaction will produce efficiencies in the streaming market.”
But keep in mind that Bonta (like the Biden-appointed judge hearing the case) is a progressive and he’s looking to burnish his lefty bona fides, probably to run for governor in a state dominated by like progressives.
What better way to do that than cry foul over some merger, including one that won easy passage through the Trump DOJ Antitrust Division?
As an added benefit, Bonta can point out how David Ellison’s dad, Larry, the Oracle co-founder, and the president are pals.
Maybe Trump will set the new agenda of the combined CBS-CNN?
That argument falls apart on so many levels.
Why would Ellison risk alienating centrist viewers — the 70% of the country that’s center-left and center-right — by running Trumpian-infused agitprop?
More centrist programming might just work in a media business that has seen audience declines over its progressive leanings for years now.
Yet crying “Trump” to block this deal is not nearly as weak as Bonta’s legal argument.
He wants people to believe that the Paramount-WBD combo will somehow rule the airwaves and force viewers to pay more for stuff they have been consuming for years — increasingly through Big Tech, and thus increasingly making Big Media rather small.
Bad for consumers? The lawsuit is a joke on so many levels that I haven’t seen a single antitrust expert — except the politicized ones in the AGs’ offices — explain how these companies are about to smash the likes of Amazon, Apple, YouTube and all the other places offering content these days.
Maybe that’s because these AGs are trying to make the case that the deal is bad for consumers because two pretty weak companies merged are stronger than if they remained on their own.
True, they will be stronger, which is the point.
Each reported earnings last week, with WBD missing on revenues and Paramount’s profits sinking.
Dive deeper into their balance sheets and you see two companies withering from competition, not cutting prices, not hiring more stagehands, but in a long-term death spiral.
Combine them and they have a chance to compete on price with streaming giant Netflix.
They might be able to make a run at Big Tech for consumer eyeballs going to Amazon and the like.
What’s most absurd about this case is that if you take it on face value, there are actually US politicians with a degree of power who are to the left of the progressives in the European Union and the UK regulatory apparatus.
Both have now greenlit the $80 billion merger for the obvious reasons: Arguing antitrust power when you combine two weak companies displays real economic illiteracy.
I’m going to give Bonta and his wingmate in this action, our very own New York AG Tish James, their due: This lawsuit isn’t about protecting consumers or the jobs of the creative community that are going away because of the industry’s wonky economics.
It’s a politically savvy way of stopping David Ellison from bringing news to the center and exposing Americans to points of view on both sides, as opposed to tilting to the left, which has been a significant part of CBS and CNN’s faltering business model for years.
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.
ToplineThe U.K.’s antitrust watchdog and culture minister on Thursday approved Paramount Skydance’s $110 billion takeover of Warner Bros. Discovery, clearing another major regulatory hurdle despite Paramount agreeing to delay its deal until next year amid broad antitrust concerns.
Paramount agreed to push back its acquisition amid an antitrust lawsuit.
Getty Images
Key FactsThe U.K.’s Competition and Markets Authority said Thursday it decided against referring Paramount’s deal for Warner Bros. for further regulatory scrutiny, ruling the takeover does not raise any competition concerns.
Lisa Nandy, the U.K’s secretary of state for culture, media and sport, said in a statement she opted against intervening, citing “assurances” and “legally binding commitments” from Paramount, including that it would maintain “distinct editorial identities of key services and the editorial independence of news.”
Under the deal, Paramount would operate Channel 5 News and CNN International, and the U.K. government said the firm promised to “ensure that Channel 5 News maintains its editorial independence” and that its editorial direction will “remain entirely separate from CBS News and CNN International.”
surprising factParamount’s assurances for editorial independence from its news networks come after CEO David Ellison wrote in an op-ed for The New York Times that scrutiny of his firm’s deal for Warner Bros. had focused on “whether I can be trusted as a steward of Warner’s CNN.” Ellison said there had been “speculation about my politics, my loyalties, my intentions,” and while “I can’t give anyone a view into my heart and mind,” he had “regularly” voted for candidates on either side of the aisle and that he holds some views “that would be called conservative and others that would be called liberal, just like most Americans.” He wrote, “Our journalists will continue to answer to the facts and to all the people they serve—not to any party or cause.”
big numberMore than $1.9 billion. That’s the amount in ticking fees that Paramount agreed to pay if its deal for Warner Bros. has not cleared by June 2027.
key backgroundRegulatory clearance in the U.K. marks another milestone for Paramount’s $110 billion deal for Warner Bros., following the European Union’s approval last month. The European Commission said Paramount’s deal—announced in February after Netflix pulled its own offer—had “fully [addressed]” competition concerns after the legacy media firm agreed to concessions, including an agreement to divest its stake in a film distribution joint venture with United International Pictures in Europe. The merger has faced broad scrutiny, including from the Writers Guild of America and 12 attorneys general—both groups that sued to block the transaction. Paramount agreed to push back its deal to 2027 until a judge decides in the antitrust lawsuit filed by 12 states, which argued the deal would result in “higher prices, lower quality and less content for film and television.”
further readingForbesDavid Ellison Says Paramount-Warner Bros. Discovery Scrutiny Is About ‘Whether I Can Be Trusted’ With CNNBy Ty Roush
Paramount+ Subscribers: Grew to nearly 82 million subscribers.Paramount+ Retention: Delivered its best quarter of retention ever.Paramount+ Viewing Hours: Poste
, /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.
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.
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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 raised its full-year guidance on Tuesday and reported second-quarter results that showcased the continued strengths of streaming and weaknesses of linear TV.
While Paramount beat Wall Street expectations for revenue and reported gains in its streaming unit, led by its Paramount+ streaming service, its portfolio of cable TV networks continued to weigh on the overall company.
Still, Paramount noted that cost cutting and its "creative execution" for the traditional TV business helped to improve margins and profit in the quarter.
Here's how Paramount Skydance performed in the period ended June 30 compared with Wall Street estimates compiled by LSEG:
Earnings per share: 4 centsRevenue: $6.91 billion vs. $6.88 billion expectedParamount reported net earnings attributable to the company of $41 million, or 4 cents per share, versus $57 million, or 8 cents per share, in the comparable year-earlier period.
The company's reported EPS for the second quarter was not comparable to Wall Street estimates of 15 cents per share adjusted, according to LSEG.
Paramount reported $6.91 billion in total revenue, up slightly year over year. Revenue for the direct-to-consumer streaming segment — which consists of Paramount+, BET+ and the free, ad-supported Pluto TV — was up 9% to $2.47 billion, while film studios revenue increased 16% to $1.31 billion. TV media revenue declined 9% to $3.13 billion.
The company said the second quarter was its "best quarter for retention in Paramount+'s history," due to series like the "Yellowstone" spinoff "Dutton Ranch," as well as live sports like the UFC and offering of the FIFA World Cup in parts of Latin America.
Paramount+ added 2 million subscribers during the quarter, bringing its total to 81.6 million global customers.
The company said Tuesday it was raising its full-year 2026 guidance for adjusted earnings before interest, taxes, depreciation and amortization to a range of $3.8 billion to $3.9 billion, due to savings from last year's merger of Paramount and Skydance. The company has said it plans to save $3 billion from the consolidation.
Paramount still expects total revenue in 2026 of $30 billion, representing 4% growth year over year. Direct-to-consumer revenue from both streaming subscriptions and advertising is expected to accelerate for the year.
For the third quarter, Paramount expects total revenue of between $6.95 billion and $7.15 billion and for Paramount+ subscriber additions to be "flattish" quarter over quarter.
WBD merger trajectoryTuesday's earnings report comes nearly one year since the completion of Skydance's merger with Paramount, putting the storied Hollywood company under the leadership of CEO David Ellison.
The company highlighted noted "early benefits" to unifying the tech behind Paramount+ and Pluto TV. It also noted that it increased Paramount's film slate from eight to 15 films.
Paramount has more recently been in pursuit of Warner Bros. Discovery, a combination that has been held up by an antitrust challenge brought by U.S. states.
However, Ellison reiterated the company's confidence in that merger Tuesday.
"As we've executed against our strategy over the past year, we've also prepared to close the transaction, and we remain confident it will be completed, creating a stronger, more competitive, creative-first media company that builds on the foundation we've established -- one that benefits consumers, theater exhibitors and creatives," he said in a shareholder letter.
Last month, Paramount agreed to delay the closing of the proposed acquisition to as late as June 2027 due to the lawsuit brought forth by a group of state attorneys general.
Initially Paramount said it planned to close the deal by the end of September. It has received approval from the antitrust division of the U.S. Department of Justice, as well as from several global jurisdictions, including European regulators.
The U.S. states' lawsuit will go to trial in March 2027, according to a court filing on Tuesday.
Almost one year exactly from Skydance’s acquisition of Paramount, the merged company reported mixed quarterly numbers with strong streaming, tough theatrical comps and an ongoing drop in linear television. The numbers hit just as a judge announced a March trial date to hear the AG’s antitrust case against the Par-WBD merger.
“Q2 was our best quarter for retention in Paramount+’s history, powered by Dutton Ranch, UFC, and the FIFA World Cup non-exclusively across six countries in Latin America, gaining ~2 million new Paramount+ subscribers in the quarter to reach 81.6 million worldwide,” the company said.
BET+ was integrated into Paramount+ in Q2.
Total revenue was in line with Wall Street forecasts at about $6.9 billion and flat from the year before. Par expects $30 billion in revenue for all of 2026.
Net profit dipped to $41 million from $57 million.
The company raised its full-year 2026 outlook to a range of $3.8-$3.9 billion in adjusted ebitda, and said it expects over $2.7 billion of cost savings by the end of 2026, above its previous projection. It continues to expect $3 billion-plus in efficiencies from the Skydance-Paramount combination.
In TV Media, where profitability grew year-over-year while revenue declined, “reflecting steps to rightsize the cost structure relative to overall declines in linear revenues.”
Investors will be studying the numbers closely as the larger deal with Warner Bros. Discovery is on hold pending a trial. The “merger pause shifts Wall Street focus to standalone execution,” wrote one analyst in a recent note. CEO David Ellison et al will take questions on a call at 5 pm ET.
The initial response is positive Paramount shares nosed higher after the numbers in late trading Tuesday after rising 2% for the day. They’ve since reversed course and are down about 1%. The shares have been pummeled by merger delays.
“We continue to prepare for our proposed combination with Warner Bros. Discovery, while staying focused on executing our standalone strategy and delivering strong results,” Par promised.
Paramount and WBD announced their deal in February, a $31 a share all-cash transaction valued at $110 billion. Ellison had said repeatedly he anticipated a close in the third quarter – so now. The merger has key regulatory approvals but is now halted after State Attorneys General led by California’s Rob Bonta filed an antitrust suit to block it. A judge issued a temporary restraining order and today set a March trial. Paramount has requested a November date. The AGs asked for February. Principals and proxies for both sides have been flooding the zone with commentary.
“As it relates to the planned acquisition of Warner Bros. Discovery, we fully expect the transaction to close and remain focused on preparing for a successful combination once it is complete,” wrote Ellison in a letter to shareholders.
“Over the past several months, our leadership team and legal partners have worked closely with antitrust and competition authorities around the world. As a result, regulatory bodies and governments representing 65 jurisdictions — including the European Commission, Australia, Brazil, China, the U.S., Germany, France, Spain, Canada, South Africa, Saudi Arabia, and South Korea — have either cleared the transaction or elected not to challenge it on competition and/or foreign direct investment grounds,” he said.
“As these clearances demonstrate, the transaction is fully consistent with antitrust laws. The claims in pending antitrust litigation do not reflect the realities of today’s highly competitive entertainment marketplace. Even combined, Paramount and Warner Bros. Discovery would account for just 13.4% of total U.S. television and streaming viewing time, 18% of the domestic box office over the past 12 months, and 22% on average over the last six years. Those figures reflect a company competing in an intensely competitive marketplace against tech giants such as Netflix, Amazon, Apple, and others — not one with the market power to dictate outcomes for audiences, creators, or distributors. We remain confident the transaction will be completed, creating a stronger, more competitive media company.”
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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.
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Paramount Skydance reported mixed second-quarter results on Tuesday, with higher streaming and studio revenue offsetting declines in television, as the company works to close its planned $110 billion acquisition of Warner Bros. Discovery.
Paramount Skydance CEO David Ellison attended President Donald Trump's State of the Union address. Anna Moneymaker/Getty Images Remember David Ellison's warm relationship with President Donald Trump?
The Paramount Skydance CEO seems to wish you wouldn't.
Ellison courted Trump as he sought approval from the Department of Justice for his Warner Bros. Discovery deal. Now, Ellison is facing a lawsuit from 12 Democratic states — and he's looking to distance himself from partisan politics. The deal is on hold as it heads to trial.
"There has been speculation about my politics, my loyalties, my intentions," Ellison wrote in a New York Times opinion piece on Tuesday that defended the deal.
Ellison said his politics are "just like most Americans," with "some views that would be called conservative and others that would be called liberal."
The Paramount CEO also wrote that he has "regularly voted for candidates of both parties." His billionaire father, Larry Ellison, whose wealth backstopped the WBD deal, is a longtime Trump backer. Public records show that the younger Ellison donated over $900,000 to a fund supporting Joe Biden's 2024 presidential campaign.
Trump said in March that David and Larry Ellison are "two great people."
In the op-ed, Ellison downplayed concerns about how the CBS News parent would steward CNN if it took control of WBD.
The new messaging contrasts with the Trump-friendly moves Ellison made in recent months.
They included:
Hosting a private dinner "honoring the Trump White House," top administration officials, and CBS News correspondents, as Status and The New York Times reportedJoining Trump at multiple UFC matches, including one on the White House lawn, days after his merger got approved by Trump's DOJAttending Trump's State of the Union address with the late Sen. Lindsey Graham, days before WBD accepted Paramount's merger proposalEllison also took several actions that critics say were politically motivated, but Paramount has countered were purely for business reasons. They include installing anti-woke editor Bari Weiss as the head of CBS News and canceling the show of renowned Trump critic Stephen Colbert.
"When it comes to our news operations, I do not aspire to lead these companies to bend their newsrooms to my views," Ellison wrote in his op-ed.
Paramount's CEO also made the case for his WBD deal, arguing that the merger would help it compete with tech giants like Netflix, Amazon, and Apple, "whose resources dwarf ours."
The states suing to stop Paramount's WBD acquisition have argued that it will limit competition by giving the combined company too much power over the theatrical distribution of top movies and over the licensing of cable TV channels.
Ellison wrote that a Paramount-WBD would be strong enough to compete with tech giants but can't "dictate what audiences watch or what writers get paid."
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In an alternate timeline, Paramount would be reporting quarterly earnings this week as Warner Bros. Discovery, one of its subsidiaries, would no longer be releasing its own separate financials.
As it stands now, however, both companies are due to report – Paramount on Tuesday afternoon and WBD before the market opens Thursday. An antitrust challenge of the companies’ planned $110 billion merger by the attorneys general of 12 states along with the Writers Guild of America has put the deal on hold, with a judge soon to set a trial date.
On their second-quarter earnings conference calls with Wall Street analysts, both companies are likely to pre-empt any merger-related questions, as they did in May when reporting first-quarter results. They also may choose to reiterate their prior statements about the transaction being pro-competitive, or possibly even nod to the unfolding legal process.
Even if Wall Street manages to put the merger to one side, the spotlight on the two separate businesses may not be especially flattering for either of them this quarter. The companies’ stock prices reflect the deal’s slowdown in momentum. After a huge runup during the months when it was pursued by Paramount, Comcast and Netflix, WBD stock has slipped 7% from the time of the Paramount deal in late-February. Paramount shares, meanwhile, have plunged 40% (to near $8) in that period as the once-breezy regulatory process has become a grind.
Analysts expect Paramount’s revenue to come in flat at around $6.9 billion, according to consensus estimates, with earnings per share dropping to 17 cents from 46 cents a year ago. WBD is projected to post revenue of $9.2 billion, down from $9.8 billion in the NBA-free April-to-June quarter, with a loss of 10 cents a share reversing year-earlier earnings of 63 cents a share.
On the bright side for both companies, Paramount+ and HBO Max are both showing growth, but the question for both will be about their remaining upside. Paramount+ added 700,000 new subscribers, slightly below internal forecasts despite the launch of UFC programming, to reach 79.6 million. HBO Max, aided in large part by a rollout to key international markets, topped 140 million subscribers in the first quarter and will end 2026 at 150 million or higher, the company projects.
More of a concern for both companies is ongoing declines in their linear TV operations, though the combined company would rely on it to pay down debt after the merger. (Alleged over-concentration of cable networks, interestingly, has surfaced as one of the core arguments made in the AGs’ lawsuit.)
Hollywood appears to be divided between those adamant that the merger will destroy a legacy studio and harm workers and others (including inside the companies) fearing a potentially worse fate if the deal is blocked. WBD initially had recourse in its prior plan to split into two companies as Comcast is in the midst of doing for a second time. In theory, that split could unlock greater value through more focused M&A deals centered on networks and Warner Bros/HBO, but it also is a process that takes time. For Comcast, its Versant split took about a year to complete, which is the timeline it has given for the NBCUniversal spin-off from the company’s cable and broadband holdings.
Whatever storm clouds may be gathering overhead, expect mostly blue skies in the remarks of executives. Paramount CEO David Ellison, speaking on the company’s first-quarter call last May, sounded optimistic notes that the company has often reiterated throughout the saga.
“We remain guided by our strong conviction that the combination of these two iconic companies and their extraordinary teams will create a leading global media and entertainment company powered by storytelling and accelerated by technology that strengthens competition, better serves the creative community and delivers even more compelling stories to audiences worldwide,” he said.
In an uncanny bit of timing, this week (Friday, to be exact) is also the one-year anniversary of Paramount’s merger with Skydance. Just weeks after that long-sought deal was consummated and executives held court at bicoastal press conferences to talk about synergies and future plans, reports emerged that Ellison had his eyes on a much bigger prize.
Secretary of State for Culture, Media and Sport Lisa Nandy leaves following the first cabinet meeting with British Prime Minister Andy Burnham at 10 Downing Street, in London, Britain, July... Purchase Licensing Rights, opens new tab Read more
SummaryCompaniesUK producers ask Lisa Nandy to investigate the proposed mergerCombined company would control CNN's 4 million assets and CBS' 85 years of footageBritain also cites concerns over news provision, children's services and streaming servicesLOS ANGELES, CALIFORNIA, July 30 (Reuters) - A group of film producers has urged the British culture minister to intervene in the proposed merger of Paramount Skydance (PSKY.O), opens new tab and Warner Bros Discovery (WBD.O), opens new tab and protect access to historical news footage used by documentary makers.
The appeal follows concerns raised by Culture Minister Lisa Nandy that the deal could reduce media plurality. The merger would place the vast CNN and CBS News archives under common ownership for the first time, according to the producers.
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In a letter sent this week to the UK government, the Archival Producers Alliance, which represents more than 650 specialists in the U.S., the UK and elsewhere who find and license such material, said the deal would combine two of the world's most significant news collections.
Warner Bros.' CNN archive holds more than 4 million assets that span 45 years of global conflicts, elections and political events.
The proposed deal would bring it under the control of Paramount, which also owns the CBS News archive, home to 85 years of broadcast news footage and unaired materials, such as outtakes or additional material known as B-roll.
A Paramount spokesperson declined to comment.
DOCUMENTARY PRODUCERS' LIFEBLOODThe vast library is the lifeblood of documentary film, but access is granted at the sole discretion of the archive's owner.
"Consolidating the CNN and CBS archives under a single corporate owner places the world's two largest privately held broadcast news collections under unified ownership for the first time," the British government said in letters to the companies on June 30.
The film archivists say there are direct consequences for Britain. Documentary producers can access UK-focused archives like the BBC's, but they routinely license American news footage to tell stories about war, elections, civil rights and international affairs.
"If the combined entity declines to license material because it dislikes a film's framing, its politics, or its portrayal of the company's own talent, UK producers could find it close to impossible to access that material. And in many cases no substitute footage may exist," the producers note.
The group urged Nandy to launch a full investigation, and if necessary, impose conditions to ensure continued access to and preservation of the archives.
Nandy must decide whether to issue a formal intervention notice while a separate antitrust initial review is ongoing under the Enterprise Act 2002. That review will conclude by August 7.
The producers cited the case of a filmmaker who was denied access to wartime footage he had previously used because the U.S. was at war and it showed soldiers "in a bad light."
It declined to disclose the name of the filmmaker.
"If a news organization refuses to release footage, there is often no other way to get it," the group wrote. "CNN and CBS offer singular perspectives of the past, present and future news; consolidating them will allow one owner to control access to this irreplaceable footage."
Alongside archives, Nandy has also raised concerns about the deal's impact on international news, children's television and streaming services.
Reporting by Dawn Chmielewski in Los Angeles and Paul Sandle in London; Editing by Sanjeev Miglani
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Ari Emanuel is throwing his weight behind Paramount‘s pending $110 billion acquisition of Warner Bros. Discovery, blasting the antitrust lawsuit against it as “trash” in an op-ed in the Wall Street Journal.
From the headline arguing the merger “could save Hollywood” to its coda urging government regulators to let creatives “get back to trying to rip each other’s heads off,” the piece is a strong endorsement at a key moment. Once widely considered a cinch to close over the summer, the deal has been put into limbo by the suit by 12 state attorneys general. After clear signs that a judge was skeptical of its defense, Paramount decided to agree to go to trial and not to close the deal before June 1, 2027, or a favorable ruling, whichever comes first.
Emanuel, CEO of TKO Group Holdings and longtime former super-agent who build Endeavor into a major force in Hollywood, is not without conflict in the legal battle. TKO’s UFC last year became one of the first beneficiaries of Paramount’s new ownership when the David Ellison-run company paid $7.7 billion for rights to the mixed-martial arts circuit.
The tagline used to identify Emanuel to Journal readers says only that he is “executive chair and CEO of TKO, which does business with movie studios.” It also declines to note that he is executive chair of WME Group, corporate parent of major agency WME.
The attorneys general “say they are protecting competition. Their actions threaten to destroy it,” Emanuel warns.
“You know an antitrust case is trash when it ignores some of the fastest-growing competitors in the market,” he writes. The plaintiffs “pretend Amazon MGM, A24 and Lionsgate don’t exist and that Netflix isn’t leaning into theatrical films with its coming release of Greta Gerwig’s Narnia: The Magician’s Nephew (which I suspect will whet its appetite for more).”
In the theatrical movie arena, the claims in the complaint about concentration do not “remotely reflect reality,” Emanuel insists.
Addressing one of area of controversy, Emanuel says studio theatrical releases compete with YouTube, video games and an array of other screen content. (The lawsuit says the market should be defined as direct competitors in movie releasing, noting that it would effectively collapse two major studios into one.)
“You think I’m letting my client’s horror movie premiere on the same day as a MrBeast video? Or the release of the latest Call of Duty? Or when Netflix drops Wednesday? Think again,” the exec writes. “The attorneys general don’t get to ignore the platforms that compete every day for audiences, talent, capital and content just because it makes their case harder. Believe me, as somebody who’s in those rooms, every green light, marketing budget and release date is decided against the reality of that broadly competitive environment.”
The complaint’s monopoly assertion about cable network concentration, an issue that has surprisingly come to the fore in the case a decade after pay-TV’s peak, involves the same “sleight of hand,” Emanuel contends. “This might have been a good argument in 2005 but is absurd in a world of fast-shrinking cable subscriptions and the rise of streaming, which has transformed both consumer behavior and the bargaining environment.”
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.
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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.”
Item 1 of 3 The Warner Bros. Water Tower is pictured at Warner Bros. Studios in Burbank on the day it was announced that California and 11 states are suing to block Paramount's $110 billion acquisition of Warner Bros. Discovery in California, U.S. July 13, 2026. REUTERS/Daniel Cole/File Photo
[1/3]The Warner Bros. Water Tower is pictured at Warner Bros. Studios in Burbank on the day it was announced that California and 11 states are suing to block Paramount's $110 billion acquisition of... Purchase Licensing Rights, opens new tab Read more
CompaniesJuly 23 (Reuters) - Paramount Skydance (PSKY.O), opens new tab must pause its $110 billion acquisition of Warner Bros. Discovery (WBD.O), opens new tab through August 17, a federal judge ruled on Thursday.
The move gives Paramount Skydance more time to argue against a potential months-long pause while the case plays out. The company has said such a prolonged delay would plunge the deal into uncertainty and could cost it more than $1 billion.
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A California-led coalition of states have sued to block the deal, saying it would harm competition in film and television, hurting theaters and cable companies. The Writers Guild of America has filed a separate lawsuit alleging the deal would decrease demand for screenwriting work.
U.S. District Judge Araceli Martínez-Olguín in Oakland, California, previously paused the deal through August 3, when she would have held a hearing on whether to postpone the deal's closing for longer.
Paramount has asked for a three-day hearing in August where it can present evidence the deal bolsters competition before the judge decides on a longer pause.
Reporting by Jody Godoy in New York; Editing by Mark Porter and Deepa Babington
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]
, /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.
Good morning, everyone, and welcome to the Paramount Skydance Corporation Annual Meeting. Kevin, you may begin.
Kevin Creighton
EVP of Corporate Finance & Investor Relations
This is Kevin Creighton, EVP of Investor Relations and Corporate Finance. The meeting will now officially come to order. We'll proceed with the business of the meeting as set forth in the information statement we filed with the SEC on June 29, 2026.
The only item on today's agenda is to present the results of an action by written consent of certain of our stockholders. Acting by written consent and effective as of today, the holders of 100% of our Class A common stock elected the following 10 individuals to our Board of Directors: David Ellison, Andrew Brandon-Gordon, Barbara M. Byrne, Andrew Campion, Gerald Cardinale, Safra A. Catz, Justin G. Hamill, Sherry Lansing, Paul Marinelli and John L. Thornton. Each of these individuals will serve until the next annual election of Directors by stockholders, or until his or her successor is duly elected and qualified.
Additionally, pursuant to this action by written consent, the holders ratified the selection by the Audit Committee of our Board of Directors of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the fiscal year 2026. We expect to report the results of this stockholder written consent in a filing with the SEC within 4 business days.
As previously disclosed, we have provided the opportunity for stockholders to submit questions in advance of the meeting. Having not received any questions from our stockholders and with no other business pending before the stockholders, I will now officially adjourn today's meeting. Thank you.
Federální soudkyně Araceli Martínez-Olguín dočasně pozastavila plánované převzetí společnosti Warner Bros. Discovery firmou Paramount Skydance v transakci v celkové hodnotě 110 mld. USD. Podle soudkyně dohoda „pravděpodobně" porušuje antimonopolní právo.
Společnosti musí s dokončením vyčkat po dobu 14 dní, přičemž Paramount a Warner Bros. doufaly, že dohodu uzavřou již 22. července. Skupina dvanácti amerických států v čele s Kalifornií podala minulý týden antimonopolní žalobu. O tom, zda se pozastavení prodlouží až do konce soudního sporu, rozhodne soudkyně na slyšení naplánovaném na 3. srpna.
Zdržení může být pro Paramount Skydance nákladné. Od 30. září by musel platit akcionářům Warner Bros. Discovery denní poplatek 7 mil. USD. Prohra u soudu by navíc mohla celý obchod zmařit a přinutit firmu uhradit sedmimiliardový poplatek za zrušení transakce. Paramount přitom měl uzavření dohody na dosah, poněvadž už získal souhlas amerického ministerstva spravedlnosti a schválení evropských regulátorů se očekávalo právě 22. července.
Akcie Warner Bros. Discovery a Paramount Skydance Akcie Warner Bros. Discovery (WBD) včera oslabily o 3,76 % na 25,86 USD, akcie Paramount Skydance (PSKY) odepsaly 2,06 % na 8,57 USD.
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.
Rob Bonta is leading California and 11 other states in a lawsuit against David Ellison's Paramount Skydance. Sarah Reingewirtz/MediaNews Group/Los Angeles Daily News via Getty Images; Patrick T. Fallon/AFP via Getty Images Rob Bonta, California's attorney general, says it's not his job to protect Hollywood giants from the rise of Netflix and other streaming insurgents.
This week, Bonta and 11 other attorneys general sued Paramount Skydance to stop its deal to buy Warner Bros. Discovery. Paramount says it needs the deal to compete with tech giants in streaming and transition to a new media model.
Bonta told Business Insider that's irrelevant to his antitrust case.
"We're indifferent to — I guess, from a legal perspective — what markets are growing, which ones are shrinking," Bonta said in an interview. "Maybe the theater market is shrinking, the cable market is shrinking, the streaming market is growing. We don't have a specific opinion on that in this case. And we're not trying to help one grow or stop one from shrinking."
Bonta said his suit focuses on how Paramount's WBD deal could affect market concentration in three areas: distribution of wide-release movies, distribution of big-budget blockbuster films, and licensing of cable channels.
Bonta argues that buying WBD would give David Ellison's Paramount too much power over theater owners, pay-TV distributors, and — by extension — consumers. He's seeking a preliminary injunction, or a temporary court order to pause the Paramount-WBD transaction.
"They'll be able to dictate terms with the theaters," Bonta said. "They'll be able to ask for more money. The theaters will have to pay more. That means raised costs for moviegoers."
Paramount says its merger would create "a stronger competitor against dominant streaming and technology platforms who have harmed the market for theatrical exhibition and jobs in the entertainment industry."
Bonta believes controlling Paramount Pictures and Warner Bros. Studios would make Ellison's company too powerful. Mel Melcon / Los Angeles Times via Getty Images Bonta said that his lawsuit isn't about the streaming business and said Paramount's point about tech giants like Netflix and Amazon is a "distraction and a deflection."
"The streaming market is not one of the markets that we've identified as a market that will create so much market concentration by the merger that it will be unlawful under the Clayton Act," Bonta said. He added that Ellison and company "want Netflix to be the black cat, but Netflix is not part of our case."
A supercharged Paramount-WBD would control HBO, CBS, and CNN; streamers HBO Max, Paramount+, and Pluto TV; TV networks like TNT, HGTV, and Comedy Central; and two major film studios in Paramount Pictures and Warner Bros. Studios.
Star actors and directors like Ben Stiller have also spoken out against the deal, which the US Department of Justice has already approved, warning that the tie-up would result in "fewer opportunities for creators."
Corey Martin, a lawyer who's chair of the entertainment finance practice at Los Angeles-based Granderson Des Rochers, told Business Insider that Bonta's decision to exclude streaming from the market concentration calculation was a "novel approach."
"It's hard to envision this deal in its totality without considering streaming," Martin said, given that "streaming is the driver for the deal."
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Skupina dvanácti amerických států v čele s Kalifornií podala antimonopolní žalobu, kterou chce zablokovat převzetí Warner Bros. Discovery společností Paramount Skydance v transakci v celkové hodnotě 110 mld. USD. Podle žaloby podané u federálního soudu v Kalifornii by fúze vedla k vyšším cenám, nižší kvalitě obsahu a menšímu výběru filmů a pořadů pro diváky.
Spojením dvou z pěti největších amerických studií by vznikl subjekt ovládající 27 % trhu s kinofilmy a přes 30 % očekávaných blockbusterů. Více než 90 % tohoto trhu by pak kontrolovaly pouze čtyři společnosti. Nová firma by navíc vlastnila přes 50 kabelových kanálů, dvě velké zpravodajské sítě (CBS a CNN) i streamovací služby Paramount+ a HBO Max.
Paramount označil žalobu za „chybnou po faktické i právní stránce“ a hodlá se bránit u soudu. Tvrdí, že spojená společnost bude moci více investovat do prémiového obsahu a kreativních talentů.
Soudní spor pravděpodobně zmaří plány dokončit fúzi do konce září, kdy Paramountu začnou nabíhat poplatky akcionářům Warner Bros. za zpoždění. Státy požadují, aby obě firmy s uzavřením obchodu počkaly na rozhodnutí soudu, které může trvat několik měsíců.
Akcie Warner Bros. Discovery a Paramount Skydance Akcie Warner Bros. Discovery (WBD) v předburzovní fázi obchodování oslabují o 0,66 % na 26,91 USD, akcie Paramount Skydance (PSKY) oslabují o 0,1 % na 9,54 USD.
California and 11 states are suing to block Paramount's $110 billion acquisition of Warner Bros. Discovery , alleging the deal would lessen competition in film distribution and cable television, harming theaters and pay TV distributors.
FCC Chairman Brendan Carr discusses the need to speed up approval times for spectrum and orbital data centers. He also talks about Paramount Skydance trying to buy Warner Bros.
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Paramount Skydance CEO David Ellison's goal of buying Warner Bros. Discovery just hit a snag. Jeff Bottari/Zuffa LLC; Dania Maxwell / Los Angeles Times via Getty Images Paramount Skydance's plan to buy Warner Bros. Discovery is running into resistance.
State attorneys general from California, New York, New Jersey, and nine other states have sued David Ellison's media company, alleging its WBD deal is anticompetitive and harmful to consumers.
"The unlawful merger of these two entertainment behemoths would lead to higher prices, lower quality, and less content for film and television, harming movie theaters, basic cable distributors, and ultimately, audiences on every sofa and movie theater seat in the US," California attorney general Rob Bonta said in a statement.
Bonta continued: "Consolidation here not only leads to higher prices — it also leads to fewer opportunities for important stories to come to life, and fewer ways for audiences to encounter stories, ideas, and perspectives beyond their own experiences."
The lawsuit focuses on theatrical film distribution, claiming that the combination would account for about 27% of that market. Together, Bonta said Paramount-WBD, Disney, Universal, and Sony would control about 86% of the theatrical distribution market, including the lion's share of top-grossing blockbuster films.
Outside movies, the lawsuit highlights the Paramount-WBD tie-up's potential influence over the market for cable channels.
This lawsuit was widely expected. Bonta said before the deal was official that his office would give any proposal to buy WBD "a very close look."
Ross Benes, a senior analyst at Business Insider sister company EMARKETER, said that the states' lawsuit was unlikely to stop the deal.
"With regulatory agencies gutted, state AGs are provided an easy political win by going after Paramount," Benes said. "Their success in stopping the merger appears unlikely because they do not have federal jurisdiction and the Trump administration effectively controls all branches of government."
Paramount wants to buy WBD ASAPBuying WBD would make Paramount a Hollywood superpower by giving it control of the Warner Bros. Studio, HBO, HBO Max, and TV networks like CNN. Ellison already has Paramount Pictures, the Paramount+ and Pluto TV streamers, the CBS broadcast network, and cable channels like MTV.
Paramount has been hoping to fast-track its WBD acquisition, as the company has agreed to pay WBD shareholders about $7 million each day that the deal doesn't close, starting after September 30.
Donald Trump's Department of Justice approved Paramount's WBD deal in mid-June, stating that the transaction was "not likely to result in harm to competition or American consumers" in streaming, pay TV, or movie production and distribution.
European regulators are reviewing Paramount's plan to acquire WBD and have already secured concessions, including Paramount exiting the United International Pictures joint venture with Comcast's Universal Pictures. The European Commission now has until July 22 to review the updated proposal.
Top Hollywood stars, including Ben Stiller and Mark Ruffalo, have spoken out against the deal, saying in a joint statement that it would "further consolidate an already concentrated media landscape" and result in "fewer opportunities for creators, fewer jobs across the production ecosystem, higher costs, and less choice for audiences in the United States and around the world."
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A coalition of 12 Democratic attorneys general led by California filed a lawsuit Monday seeking to block the $110 billion merger between Warner Bros. Discovery and Paramount Skydance, despite the deal having been approved by the Trump administration.
“The unlawful merger of these two entertainment behemoths would lead to higher prices, lower quality, and less content for film and television, harming movie theaters, basic cable distributors, and ultimately, audiences on every sofa and movie theater seat in the U.S.,” California Attorney General Rob Bonta said in a statement.
California Attorney General Rob Bonta released a statement about the lawsuit. MediaNews Group via Getty Images
The lawsuit, filed in the U.S. District Court for the Northern District of California, argues the merger would violate federal antitrust law by substantially reducing competition in the film and television industries.
The combined company would control nearly one-third of the U.S. theatrical film distribution market and almost one-third of the nation’s basic cable programming, according to the complaint.
The iconic Warner Bros. Studio water tower in Los Angeles. Getty Images
A coalition of 12 Democratic attorneys general led by California filed a lawsuit Monday seeking to block the $110 billion merger between Warner Bros. Discovery and Paramount Skydance. Getty Images The coalition warned it will seek a temporary restraining order if Warner Bros. Discovery and Paramount Skydance move to finalize the merger before the court has a chance to rule. The attorneys general argue the deal would result in higher prices, fewer choices for consumers, reduced investment in film and television content, and diminished competition for movie theaters and cable providers.
The lawsuit represents the most significant legal threat facing the merger after the Trump Department of Justice approved the acquisition in June without requiring the companies to sell any assets or accept behavioral conditions.
Federal antitrust regulators concluded the review after Paramount Skydance CEO David Ellison met with Justice Department officials, leaving state challenges and approvals from regulators in Europe and the United Kingdom among the final remaining hurdles.
In the complaint, the attorneys general argue the merger would combine two of Hollywood’s five largest film distributors and two of the nation’s five biggest owners of basic cable channels.
They claim the combined company would control about 27% of the wide-release theatrical film market, more than 30% of anticipated blockbuster releases and roughly 27% of the basic cable programming market.
The states also argue the consolidation would dramatically reduce competition across the entertainment industry.
According to the lawsuit, only three distributors would control roughly 75% of wide-release theatrical films after the merger, while four companies would account for about 86% of those releases. In the lucrative blockbuster market, the attorneys general say four studios would control more than 90% of anticipated top-grossing films.
Bonta’s office alleges Paramount and Warner Bros. currently compete aggressively for theatrical release dates, premium screens and licensing agreements with movie theaters, while also battling to secure carriage agreements with cable and satellite providers.
The lawsuit contends that eliminating that competition would weaken the negotiating leverage of theaters and television distributors, ultimately leading to higher prices, fewer programming options and less investment in original content.
The complaint also argues that fewer major studios would reduce opportunities for filmmakers and audiences alike. Bonta said consolidation in Hollywood threatens not only competition but also the diversity of stories reaching movie screens and television viewers across the country.
The legal challenge comes just days after reports that advisers close to Ellison had encouraged him to consider relocating Paramount’s headquarters and shifting as much as $30 billion in planned content spending outside California if Bonta sued to stop the merger.
Paramount has previously said the deal would preserve jobs, keep both the Paramount and Warner Bros. studio lots operating in California and better position the combined company to compete against streaming giants such as Netflix and Amazon.
The company has also maintained that antitrust regulators around the world have found no basis to block the transaction.
The proposed merger would unite a vast portfolio of entertainment brands under one company, including Warner Bros. Pictures, HBO Max, CNN and Discovery’s cable networks alongside Paramount Pictures, CBS, MTV, Nickelodeon and the “Mission: Impossible,” “Top Gun,” “Batman” and “Harry Potter” franchises.
Company executives have projected the combination would generate billions of dollars in annual cost savings through operational efficiencies, though labor groups have warned it could result in significant job cuts across Hollywood.
The coalition includes the attorneys general of Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington alongside California.
The California Post has reached out to Warner Bros. Discovery, Paramount, the White House, and the Department of Justice for comment.
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 and Warner Bros logos are seen in this illustration taken December 8, 2025. REUTERS/Dado Ruvic/Illustration/File Photo Purchase Licensing Rights, opens new tab
July 10 (Reuters) - The Oregon attorney general's office said on Friday it has withdrawn its court motion to delay Paramount's (PSKY.O), opens new tab proposed $110 billion acquisition of Warner Bros (WBD.O), opens new tab.
"Paramount made it clear that they weren't going to comply with the investigative demand, and that they think they're above the law. We're not going to let them waste Oregonians' resources on these games," Oregon Department of Justice said in a statement to Reuters.
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"We've withdrawn the motion to consider our next steps," the statement added.
Oregon Attorney General Dan Rayfield's office earlier this week asked a court in Multnomah County to order the company to hand over records and delay the deal by 60 days so the state can review them, and said Paramount agreed not to close the transaction before July 22 amid the state's review.
Oregon is seeking documents regarding "Project Warrior," which was Paramount's internal code name for efforts to obtain regulatory clearance. The state is also asking for records related to the company's efforts to lobby the Trump administration for support of the merger.
"We are pleased that the Oregon Attorney General has withdrawn its motion to delay this transaction," a Paramount spokesperson said in a statement to Reuters, calling the merger "lawful" and "pro-competitive."
The deal, which would combine two of Hollywood's four major studios, has drawn criticism from actors, writers and others in Hollywood who fear job losses. It also faces scrutiny from other U.S. states, which could sue to block the acquisition as early as next week over competition concerns, Reuters has reported.
Reporting by Devika Nair and Preetika Parashuraman in Bengaluru; Editing by Kim Coghill
Our Standards: The Thomson Reuters Trust Principles., opens new tab
Ke konci obchodní seance se mírně přelil kapitál z čipových společností do klasických technologických. Přesto společnosti jako AMD + 5,67 %, Micron +4,39 %, či Broadcom +3,2 % končí výrazně v zeleném a čipový sektor táhl celý trh. Společnosti SpaceX se podařilo dostat opět nad otevírací cenu po IPO a přidala dnes +2,65 %.
Sektor spotřebního zboží dnes táhly dolů akcie PepsiCo, která po ne příliš oslnivých výsledcích odepsala nakonec -3,26 %. V kladných hodnotách se udržely i kryptoměny, kdy Bitcoin přidal +1,8 %.
Na opačné straně stála cena ropy, kde WTI propadl o -2,22 %, a to z důvodu mírného uklidnění situace v Íránu.
Index Dow Jones +0,27 % na 52487,38 b.
S&P 500 +0,81 % na 7543,54 b.
Nasdaq Composite +1,3 % na 26206,89 b.
Index S&P 500 +0,81 % na 7543,54 b. Nejsilnější sektory S&P Změna Nejslabší sektory S&P Změna Informační technologie +1,6 % Nezbytná spotřeba -1,8 % Zbytná spotřeba +1,5 % Energie -1,6 % Finanční sektor +1 % Utility -0,5 % Nejsilnější akcie S&P Změna Nejslabší akcie S&P Změna Lumentum Holdings (LITE) +11 % APA Corp (APA) -5,1 % Hewlett Packard Enterprise (HPE) +9,9 % Paramount Skydance Corp (PSKY) -4,3 % Fedex Freight Holding (FDXF) +7,6 % Costco Wholesale Corp (COST) -4,2 % Sandisk Corp (SNDK) +7,6 % Cincinnati Financial Corp (CINF) -3,4 % Norwegian Cruise Line Holdings (NCLH) +7,0 % PepsiCo (PEP) -3,3 %
Jan Pazourek, Fio banka, a.s.
Po volatilním průběhu v předchozím dni jsou dnes americké indexy nakonec vytaženy do zelených čísel. Převážně jsou podpořeny sektorem AI, který předchozí den nejvíce ztrácel. Strach z geopolitické eskalace na blízkém východě se postupně během dne vytrácel a trh toto riziko z části absorbuje. Je to hlavně díky poklesu cen ropy. O to se postaral prezident Trump, který sdělil, že americká strana byla kontaktována Íránem s tím, že se chtějí dohodnout po dalších amerických úderech. Černé zlato tak ustoupilo ze včerejších zisků a WTI padá o -2,11 %. Zároveň se investoři začínají soustředit na blížící se výsledkovou sezonu a tento okolní geopolitický ruch krapet odsouvají do ústraní.
Nejvíce rostoucím sektorem jsou tedy dnes technologie, a to konkrétně sektor AI. Již nějakou dobu je na trhu viditelné přelévání kapitálu mezi takzvanými hyperscaleři a čipovými společnostmi. Dnes to jsou čipové firmy, které se těší vyšší poptávce. Příkladem mohou být společnosti AMD +6,65 % a Micron +7,22 % či volatilnější ARM +11,11 %.
Z očekávaných výsledků se příliš netěšili investoři společnosti Pepsi (-3,29 %), která představila smíšené výsledky. Nepotěšils především čísla zisku EPS, přestože tržby byly nad odhady.
Uklidnění na trhu svědčí i cenným kovům, kde zlato přidává +1,34 % a stříbro dokonce +3,7 %. Lehce v zisku se drží i kryptoměny. Jejich hlavní zástupce Bitcoin přidává +0,98 %.
Index Dow Jones +0,3 % na 52507,56 b.
S&P 500 +0,68 % na 7533,74 b.
Nasdaq Composite +0,99 % na 26126,03 b.
Index S&P 500 +0,68 % na 7533,74 b. Nejsilnější sektory S&P Změna Nejslabší sektory S&P Změna Informační technologie +1,7 % Nezbytná spotřeba -1,6 % Finanční sektor +1,1 % Energie -1,4 % Zbytná spotřeba +0,8 % Komunikační služby -0,8 % Nejsilnější akcie S&P Změna Nejslabší akcie S&P Změna Lumentum Holdings (LITE) +12 % Paramount Skydance Corp (PSKY) -4,6 % Sandisk Corp (SNDK) +9,2 % APA Corp (APA) -4,2 % Flex (FLEX) +7,7 % Costco Wholesale Corp (COST) -4,1 % Norwegian Cruise Line Holdings (NCLH) +7,4 % Palantir Technologies (PLTR) -3,7 % Lam Research Corp (LRCX) +7,2 % McKesson Corp (MCK) -3,6 %
Jan Pazourek, Fio banka, a.s.
