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California Atty. Gen. Rob Bonta’s deal to allow the $111-billion Paramount-Warner Bros. merger to proceed was struck amid political pressure from state leaders and concern from some Democratic attorneys general that concessions from the studio fell short, according to multiple sources familiar with the negotiations.

As recently as this weekend, New York Atty. Gen. Letitia James and Connecticut Atty. Gen. William Tong — who had signed on to the lawsuit — had said they needed more concessions, according to three knowledgeable sources close to the negotiations.

In an interview with The Times on Tuesday, Tong said Bonta was “doing his very best in very difficult circumstances” to steer the coalition to a favorable outcome, but amid “a lot of political pressure” from others in California that “did not help.”

“I’m not going to sugarcoat it. This is ultimately not what I wanted,” Tong said.

Tong said one of his chief concerns — shared by others in the 12-member coalition of states — was with the merger’s consolidation of CNN and CBS News under Paramount Skydance Chief Executive David Ellison, the billionaire media mogul close to President Trump and son of Oracle co-founder and Republican mega-donor Larry Ellison.

Tong raised similar concerns after the announcement of the deal, when he said publicly that his state had “led the fight to the bitter end to protect the editorial independence of CNN and CBS News,” and that he was “deeply disappointed that we could not do more.”

Paramount declined to comment.

With its economy and global reputation heavily intertwined with Hollywood’s allure and ability to survive, California had more at stake in the negotiations.

In exchange for the states lifting their antitrust challenge, Bonta said Monday that the studio had agreed to either produce 30 or more films annually for the first five years of the combined company or divest the Miramax film studio; separately negotiate basic channel agreements for Paramount and Warner Bros. or divest from major cable channels; spend $300 million more each year on film production in the U.S.; maintain its Melrose Avenue and Burbank lots; and establish a board to ensure editorial independence at CNN and CBS News, which also fall under the merger.

Bonta said the deal has “real teeth,” and that he “will hold Paramount accountable” moving forward.

Since then, however, other Democrats have voiced less confidence, and some in the coalition believed they could have held out for better terms as the midterm elections approached.

Some also questioned whether Bonta and other California leaders were swayed by Ellison’s threat to move Paramount out of the state.

Gov. Gavin Newsom, Los Angeles Mayor Karen Bass and Xavier Becerra — the front-runner in the race to succeed Newsom as governor — had all urged Bonta to settle the case. In his initial statement on the deal, Ellison thanked the Democratic attorneys general for working through their differences, but also thanked Newsom for “his support throughout this process.”

Sen. Cory Booker (D-N.J.), the ranking Democrat on the Senate Judiciary Subcommittee on Antitrust, Competition Policy and Consumer Rights, said Bonta and the other state attorneys general “took on one of the most powerful media companies in the world, a company backed by the full weight of the White House,” and that Paramount had answered “with what amounted to extortion” by threatening to withdraw from California if the deal was blocked.

Booker claimed the merger remains illegal and questioned the independence of any editorial board picked by and reporting to Ellison — saying it would not stop him from making “sweeping changes at CNN” to please Trump.

“This is what happens when federal enforcers abandon their posts. States are left to carry the fight alone, and even the strongest state enforcers cannot outlast a company willing to say anything and spend anything,” Booker said. “That is not justice. That is a price tag.”

Dissent before the deal

The pace of the negotiations, which had been on-again, off-again for weeks, quickened last week, and Bonta’s office had reached a deal with Paramount by Friday, sources said.

But there was a last-minute hiccup: Some members of the coalition felt the deal fell considerably short of what they had been seeking.

Among other things, James was dismayed that the Writers Guild of America — which had separately sued to block the deal — hadn’t been brought into the negotiations. She pushed to include the WGA and to bolster Paramount’s commitment to the WGA’s health and pension fund.

Over the weekend, Paramount agreed to increase its health fund commitment from $10 million to $17.5 million. Still, the WGA had largely been shut out of the process, and said Monday that it continued to “believe the merger will cause damage to writers and the industry at large.”

One source familiar with the negotiations said the states had four separate votes against settling on Sunday, but the resistance eventually crumbled with word that the WGA was backing out of the fight. Two sources familiar with the matter said some in the coalition were caught off guard by the speed with which Bonta’s “tone” changed and the deal was reached. Some had felt Paramount may be more inclined to grant concessions once it had to start increasing its payout to Warner Bros. investors starting Oct. 1.

On Tuesday, Bonta told The Times that he would not comment on “what specifics led up to” the deal, except to note that all 12 state attorneys general in the coalition signed on to it.

“It was unanimous, and I’ll leave it at that,” he said.

Bonta said there was certainly “a lot of interest” in the case from other elected officials, some of whom made their positions clear, but that “none of it had any influence” on him.

“I need to look at the law and the facts,” he said. “If we’re able to get a solution to our antitrust concerns, we take it.”

Bonta said he could not comment on what effect Ellison’s threats to move Paramount out of California might have had on his decision and that his “focus was on the antitrust concerns” — which he believes the deal substantially addresses.

A source close to the governor’s office said Newsom communicated frequently with Bonta and Ellison, acted as an unofficial mediator and urged them to reach a resolution, but did not try to control the terms of the deal and respects Bonta’s role as the state’s independently elected law enforcement leader. Newsom appointed Bonta as California’s attorney general in 2021 after Becerra, who was serving in that post, accepted a position in President Biden’s cabinet. California voters elected Bonta as attorney general in 2022.

The source said Newsom wanted the two sides to settle the case because he was concerned that the state could face protracted litigation, ultimately lose in court and end up with nothing. Paramount leaving California for Nashville — a destination floated by Ellison — also would have been an economic blow to the state.

Newsom has tried to keep businesses headquartered in the state due to the economic and budgetary impacts of losing companies and their wealthy chief executives to other places, and recently signed legislation to create a new post-production tax credit for studios. Last year, he doubled the state’s existing film and television tax credit in an effort to support the industry.

Mixed reaction

Newsom and many of Bonta’s fellow attorneys general echoed his claims of victory.

James said the deal “will allow the film and television industry to continue to thrive with more movies produced in America and $1.5 billion of new investment in film production.” Oregon Atty. Gen. Dan Rayfield said it “keeps real competition in place, ensures that productions will continue, and ensures journalistic independence.” Arizona Atty. Gen. Kris Mayes said it would protect businesses, including local movie theaters. Colorado Atty. Gen. Phil Weiser said it would protect “moviegoers and producers.”

In a statement, Newsom thanked Bonta for his work to reach the deal, which he called “a practical path forward” that “protects California jobs while putting a safeguard in place to help preserve editorial independence for two of America’s most important news organizations.”

Still, it was clear that others viewed the deal as a partial win at best.

New Mexico Atty. Gen. Raúl Torrez called it a “great first step.” Massachusetts Atty. Gen. Andrea Joy Campbell said the states were “unable to secure every protection we fought for,” and that she “would have liked to see more.” Minnesota Atty. Gen. Keith Ellison stressed that the deal should not be seen as an endorsement of the merger.

“I believe mergers like this are never done with the best interests of consumers, workers and small businesses in mind and are instead designed to help a select few get richer,” he said.

Some outsiders were even more forthright with their skepticism. Rich Greenfield, a longtime media analyst, called the deal a “slam dunk win” for Paramount because it didn’t require the company to sell off any assets. Norm Eisen, co-founder of the Democracy Defenders Action group, said the “so-called independence board” to oversee CNN and CBS News “appears to be sorely lacking in independence.”

Bonta said the deal does set out structural divestment remedies if Paramount does not follow its other terms — including by requiring it to sell off Miramax if it doesn’t produce enough films, and to sell off BET, VH1, Comedy Central and other channels if it doesn’t negotiate cable agreements for Paramount and Warner Bros. separately.

He said that if the state had held out and gone to trial on its antitrust arguments, it would not have been able to negotiate any journalistic oversight for CNN and CBS, whereas the “creativity and flexibility of settlement” allowed them to establish the oversight panel.

“Does that transform our information ecosystem broadly, to make sure that there’s no more misinformation or disinformation? No. Does it make sure that all broadcast news and cable channel news organizations are only telling fair, fact-based, independent, objective news? No. Does it even ensure that happens every single time at CBS News or CNN? No,” Bonta said. “Does it improve the likelihood, vastly, significantly, that that outcome will occur? It does.”

California Atty. General Rob Bonta and Paramount Skydance Chief Executive David Ellison have reached an agreement to end the state’s antitrust fight, paving the way for Ellison to complete his $111-billion purchase of Warner Bros. Discovery, said a person familiar with the matter.

The two sides have agreed to resolve antitrust claims that Bonta and 11 other state attorneys general brought in late July, said the source, who was not authorized to comment publicly on the settlement.

As part of the deal, Paramount agreed to pay a penalty if the company fails to make good on a promise to distribute 30 films per year in theaters and to spend $1.5 billion on film production in Hollywood over the next five years, said the source who was not authorized to comment.

Representatives of Paramount and Bonta did not respond to a request for comment.

A federal judge must approve the agreement. Paramount would then be poised to quickly finalize its purchase of Warner Bros. Discovery — a blockbuster combination that will reshape Hollywood by collapsing two historic film studios with rights to Batman, Harry Potter, “Top Gun,” and Bugs Bunny and by combining the HBO Max and Paramount+ streaming services.

In addition to CBS, Paramount would own dozens of cable television channels, including CNN, TBS, HGTV, Food Network and Comedy Central.

The road to a resolution was fraught. Bonta abruptly canceled a negotiation session with Paramount in late August after potential deal terms leaked. Then, after talks restarted and the settlement began taking shape, several powerful Bonta allies, including New York Atty. Gen. Letitia James and Connecticut Atty. Gen. William Tong, signaled their displeasure with proposed deal terms.

They felt the deal points didn’t go far enough to mitigate the potential clout Paramount would wield over the film and television industries if it was allowed to swallow its larger industry rival, according to three people familiar with the matter but not authorized to comment.

Ellison’s goal had long been to complete the Warner takeover by the end of September — before midterm Congressional elections and prior to a key deadline for Paramount to increase its payout to Warner Bros. Discovery shareholders. Ellison received a boost from California Gov. Gavin Newsom, Los Angeles Mayor Karen Bass and Xavier Becerra, the Democratic nominee for California governor, who pressed Bonta to end the dispute rather than take the case to trial in Oakland in March.

Newsom said he took “seriously” Paramount’s threat to leave the state. He advocated for a settlement behind the scenes, according to two people close to the matter who were not authorized to comment.

State Attorney General Rob Bonta in 2025. (Genaro Molina/Los Angeles Times)

(Genaro Molina/Los Angeles Times)

Ellison was highly motivated to strike a deal because his company’s expenses will soon accelerate. Beginning Oct. 1, Paramount is on the hook to pay Warner investors a “ticking fee” of 25 cents per quarter, per share until the deal closed. That obligation is expected to add $7 million a day to the cost of the $31 a share that Paramount agreed to pay Warner shareholders when it won the bidding war back in February.

Paramount’s takeover will be heavily leveraged. The company’s bankers have lined up nearly $80 billion in debt to finance the merger. Ellison’s father, billionaire Larry Ellison, late last year agreed to backstop the $47-billion in equity needed to complete the acquisition. Royal families from Saudi Arabia, Qatar and Abu Dhabi have agreed to chip in $24 billion for an equity stake by assuming some of Ellison’s financial commitments.

Late last week, the Federal Communications Commission approved Paramount’s request to allow the foreign investors to own nearly 50% of the merged company. The Ellison family, however, will retain its voting control.

Paramount has promised Wall Street that it would make more than $6 billion in cost cuts. A recent Los Angeles County economic report predicted the merger could lead to an estimated 4,500 workers in the Los Angeles region losing their jobs as Ellison works to combine the two companies.

The truce comes after Paramount received clearances from regulators around the world, including the European Commission, Canada and the U.S. Justice Department.

But despite those approvals, Paramount spent weeks over the summer wrangling with Bonta and applying political pressure. Ellison threatened to move his studio from its historic Melrose Avenue address to Texas or Tennessee.

Larry Ellison separately announced plans to switch the headquarters of his software behemoth Oracle to Nashville from Austin, Texas (after Oracle relocated from Silicon Valley six years ago).

Paramount also enlisted major Hollywood unions, the Directors Guild of America and the International Alliance of Theatrical Stage Employees, and prominent cinema chains to drop their opposition to the deal.

Bonta’s suit had leaned heavily into potential harms to theatrical distribution and lawyers for the states had been banking on theater executives’ testimony at trial.

The parties also were facing a key court hearing Thursday. Paramount was poised to ask U.S. District Judge Araceli Martínez-Olguín in Oakland to make the states and the Writers Guild of America post a $1.88-billion bond that would cover some of Paramount’s delay-related deal costs should the company eventually prevail.

The states and the WGA, which also sued to block the merger, have balked at the request, which was designed by Paramount to create fissures within the coalition of states by raising doubts about the strength of their case.

Paramount’s high-profile lobbying campaign reached a crescendo in late August after Paramount called out activist-actor Mark Ruffalo, accusing him of resorting to “antisemitic tropes” to argue against the merger.

Prominent Jewish groups rushed to Paramount’s aid. Ruffalo, who frequently works with HBO, denied the allegation, saying he had a 1st Amendment right to speak against the deal as well as Oracle’s business ties to Israel. Numerous Jewish artists came to Ruffalo’s defense, saying his free speech rights were being squelched.

Bonta abruptly canceled a settlement conference, accusing Paramount of leaking confidential information.

“If you want to have an adult, legitimate, serious settlement discussion — no problem,” Bonta said during an Aug. 25 appearance in Los Angeles. “But if you want to play games, we’ve got better things to do.”

The states’ 37-page lawsuit, filed in the U.S. District Court for Northern California, claimed the Paramount-Warner combination would violate the U.S. Clayton Act, a century-old antitrust law to prevent mergers that weaken competition and raise costs for consumers.

The states, which also included Nevada, Colorado, Oregon, Washington, New Jersey and New Mexico, had argued the tie-up of two legacy movie studios would give Paramount-Warner too much marketshare in two categories — wide-release movies and potential blockbusters.

Paramount Skydance CEO David Ellison has pressed to get his blockbuster deal done before his company must make higher payouts to Warner Bros. Discovery shareholders and before the mid-term elections, which could change the makeup in Congress.

(Mark Schiefelbein / Associated Press)

The states also said Paramount-Warner would control nearly 30% of the cable television channel space with more than 50 networks.

Paramount has been facing a June 4 deadline to complete the deal — or owe Warner Bros. Discovery a $7-billion breakup fee. Paramount has already paid $2.8-billion to cover a termination fee paid to Netflix after the streamer withdrew from the auction in February.

Tensions flared on the eve of a critical week ahead for Paramount Skydance’s proposed $111-billion acquisition of Warner Bros. Discovery, amid new urgency for talks aimed at settling antitrust litigation brought by California Atty. Gen. Rob Bonta and 11 other states.

Over the weekend, opposition intensified to a proposed settlement as details trickled out, including a proposal to establish a bipartisan editorial board to monitor cable news channel CNN, one of Warner’s premier properties that Paramount Chief Executive David Ellison would control along with CBS News.

It wasn’t clear Sunday whether a proposed settlement would require Warner to sell off assets — something Bonta repeatedly has insisted upon. Critics of the deal urged Bonta and other state attorneys general to resist pressure to reach a settlement that would allow Ellison’s deal to move forward.

“State Attorneys General, please hang tough against the giant proposed Paramount-Warner Brothers merger,” Rep. Jamie Raskin (D-Md.) wrote on social media late Saturday.

“Paramount, run by the Ellisons, should not own both CBS and CNN. California must not cave and take a deal that leaves both under the same owner,” Rep. Ro Khanna (D-Fremont) wrote.

Bonta and Ellison have made progress in the talks in recent days, according to four people familiar with the matter not authorized to speak publicly.

However, New York’s Letitia James and at least two other attorneys general who joined Bonta’s lawsuit in July privately have expressed reservations about the proposed compromises, believing they don’t go far enough to mitigate concerns about the power Paramount-Warner Bros. would wield over the film and TV industries should the merger go through, according to the people familiar with the matter.

James isn’t on board with Bonta’s proposed settlement, two of the people said. A potential split within Bonta’s coalition could be a setback because Bonta needs the other state attorneys general who joined his legal effort to sign off on any deal.

A spokesperson for Bonta did not respond Sunday to a request for comment.

Paramount maintains its deal to bring HBO, CNN, CBS, TBS, Comedy Central and two legendary film and television studios together would create a stronger company that could withstand the fierce competition from tech giants such as Apple, Netflix, Google (which owns YouTube) and Amazon. The two studios, on their own, would not be strong enough on their own to remain viable in the streaming age, the company has said.

On Thursday, Paramount lawyers plan to demand that U.S. District Judge Araceli Martínez-Olguín in Oakland require the states and the Writers Guild of America to post a $1.88-billion bond that would cover some of Paramount’s delay-related deal costs should the company eventually prevail.

The states and the WGA, which also sued to block the merger, have balked at the request, which was designed by Paramount to create fissures within the coalition of states, which also include Minnesota, Oregon, Colorado, Connecticut, New Jersey and Massachusetts.

Ellison wants the merger finalized by Oct. 1, when his company will be obligated to make a higher payout to Warner Bros. Discovery shareholders. The company has threatened to move its Hollywood base from its historic Melrose Avenue lot to Tennessee or Texas should the antitrust battle stretch into October.

The prospective loss of an iconic California business — a century-old film studio that helped establish Hollywood — has rattled state and local politicians, who are fearful of losing more jobs at a time when Los Angeles film production levels already are at alarming lows.

Gov. Gavin Newsom, Los Angeles Mayor Karen Bass and Xavier Becerra, the Democratic nominee for California governor, have publicly called on Bonta to settle the suit rather than prepare for a trial next spring. City Councilmember Nithya Raman, Bass’ opponent in the L.A. mayor race, has been one of few California politicians in support of Bonta’s fight.

In an opinion essay Sunday, a trio of 1st Amendment and antitrust experts dismissed Paramount’s threat to leave Los Angeles as a ploy that doesn’t make business sense.

“Ellison’s threat is empty, and the AG should call that out — not give into it,” the experts — Fiona Scott Morton, Gene Kimmelman and Norm Eisen — wrote in the Contrarian.

Both Morton, an economics professor at the Yale School of Management, and Kimmelman formerly served in the U.S. Justice Department during Democratic administrations. Eisen, founder of the group Democracy Defenders Action, is helping lead the Block the Merger campaign.

“Paramount [would be] sinking the cost of moving before it knows what businesses it owns and how best to combine and organize them — which makes expensive strategic mistakes inevitable,” the trio wrote. “A company that raises its own costs while leaving behind the most valuable labor in the industry does not threaten California; it threatens itself.”

The group noted Paramount, in its regulatory filings, still lists its Times Square offices in New York as its corporate headquarters — not its Melrose Avenue campus in Hollywood.

“There is also the possibility that Ellison is planning to move Paramount to Tennessee regardless of how the lawsuit resolves,” the group wrote.

Bonta and Paramount have discussed including in any settlement a condition that Paramount would keep its operations in California for a set period, according to people familiar with the proposal but not authorized to comment.

Merger opponents planned a Sunday evening rally outside Bonta’s offices in Oakland to encourage him to stand tough. The group plans subsequent demonstrations this week outside James’ office in New York City and the Paramount lot in Hollywood.

The jockeying comes as President Trump, who favors the Ellison takeover of CNN and Warner Bros., has sought to block several prominent news organizations, including CNN and Politico, from reporting from the White House.

“Trump just locked CNN out of the White House. Now his billionaire allies want to own it,” Sen. Cory Booker (D-N.J.) added in a Sunday post. “State attorneys general: Don’t settle. Hold the line. Block this merger.”

After a bitter standoff, Paramount Skydance and California Atty. Gen. Rob Bonta have made progress in settlement talks that could push Hollywood’s massive merger over the finish line, people familiar with the matter said Friday.

The two sides have quietly been negotiating a truce to end the antitrust lawsuit brought by Bonta and 11 other Democratic state attorneys general — a legal volley that has threatened to derail Paramount’s $111-billion takeover of Warner Bros. Discovery.

It’s not clear how close to a resolution the two sides are, but talks in recent days have been constructive, one of the knowledgeable sources said.

Paramount Chief Executive David Ellison is highly motivated to end the court battle with Bonta before Oct. 1, when his company will be obligated to make a higher payout — an extra $7 million a day — to Warner Bros. Discovery shareholders on top of the $81 billion the company has already agreed to pay.

For weeks, Ellison and his team have been ratcheting up political heat on Bonta to abandon his lawsuit, including threatening to pull Paramount out of Hollywood — a scenario that has rattled state and local lawmakers who desperately want to bring film jobs back to Los Angeles, not lose thousands more.

Paramount declined to comment.

A spokesperson for Bonta’s office said in a statement: “Potential settlement talks are confidential. We cannot confirm or deny whether settlement talks are occurring or their alleged substance.”

Both sides have incentives to settle. Ellison, who has leaned on his family’s connections to President Trump and Washington Republicans, would like to avoid taking on more debt for the already highly leveraged deal. And he is eager to close the transaction and take the reins at Warner Bros. before the midterm elections.

Bonta has been on a winning streak with favorable rulings against the Trump administration and social media giant Meta, and he doesn’t want to overplay his hand or risk having his coalition of state attorneys fall apart.

Earlier this week, the two sides agreed to sit down for court-mandated settlement talks in mid-October. The two sides were set to meet in late August but Bonta pulled the plug on those sessions, accusing Paramount of leaking misinformation and “playing games.”

The Wall Street Journal first reported the two sides were in advanced talks.

This is a developing story.

The Federal Communications Commission on Thursday granted Paramount Skydance’s request to allow Middle Eastern royal families to hold a substantial stake in a merged Paramount-Warner Bros. Discovery.

The sovereign wealth funds of Saudi Arabia, Qatar and Abu Dhabi are slated to indirectly own nearly 50% of the equity in David Ellison’s proposed mega-studio, Paramount-Warner Bros. That will give them a hefty stake in CBS, CNN, Comedy Central, HBO and two historic Hollywood film studios.

Ellison needed FCC approval because the deal will change the ownership structure of CBS.

As part of the Communications Act of 1934, Congress placed restrictions on foreign ownership of broadcast outlets because of concerns about national security. Current rules prevent foreign investors from owning more than 25% of a company that holds a U.S. broadcast license — unless the FCC determines that foreign ownership would serve a public interest.

CBS owns more than two dozen TV stations with FCC licenses, including KCBS-TV Channel 2 and KCAL-TV Channel 9 in Los Angeles.

“Upon review of [Paramount’s] Petition and consideration of the record of this proceeding, we find that the public interest would be served by granting the Petition,” FCC said in its ruling, noting that Paramount has said the proposed ownership changes would “not result in a transfer of control of Paramount.”

Instead, “Ellison family will retain a majority of the voting interests and control of Paramount,” the FCC said.

FCC Chairman Brendan Carr, an appointee of President Trump, has been supportive of Paramount’s takeover of Warner Bros. Trump and his lieutenants, including Defense Secretary Pete Hegseth, have been cheering for Ellison to control CNN, a Warner property.

Anna M. Gomez, the lone Democratic FCC commissioner, slammed the agency’s decision, saying it “just let some of the most repressive governments in the world indirectly control nearly all of a combined Paramount-Warner Bros.”

“An investment this large in one of America’s biggest media companies doesn’t just buy equity, it secures influence over what gets said and what gets made,” Gomez said. “That’s why I called for this new and novel issue to go to a full commission vote given what’s at stake. Instead, the FCC snuck this ruling out as a staff-level decision, with no public vote and no accountability for a call of this magnitude.”

Ellison’s billionaire father, Oracle co-founder Larry Ellison, in February agreed to personally guarantee the $47 billion in equity needed to buy out Warner Bros. Discovery’s existing shareholders for $81 billion. Ellison and longtime Skydance investor, RedBird Capital Partners, then entered into agreements to assign some of their purchase rights to the sovereign wealth funds.

The funds plan to invest $24 billion in the Paramount-Warner deal. Saudi Arabia’s Public Investment Fund is set to contribute $10 billion while the Qatar Investment Authority and Abu Dhabi’s L’imad Holding Co. will separately add $7 billion.

Paramount has separately lined up debt financiers to help pull off the leveraged buyout of Warner Bros. Discovery — Hollywood’s biggest merger in decades. The deal has been stalled by an antitrust challenge brought by California Atty. Gen. Rob Bonta and 11 other Democratic attorneys general, representing such states as New York, New Jersey, Colorado, Nevada and Oregon.

The foreign ownership rule was adopted nearly a century ago because members of Congress wanted to make sure that hostile foreign players were barred from using U.S. airwaves to spread propaganda, particularly in times of war.

“We appreciate the FCC’s careful review and are pleased that it has granted Paramount’s petition,” Paramount said in a statement, adding the Trump administration’s Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector had separately recommended approval of the deal, subject to several conditions to protect the data of the company’s U.S. based consumers.

Paramount said that, once the deal closes, the Ellison family and RedBird would “collectively hold the largest equity stake in the combined company and 100% of the voting shares, with no other equity participant having any governance rights.”

Paramount has two classes of stock — an ownership structure that will be replicated in a merged Paramount-Warner Bros.

The Ellison family owns 77.5% of Paramount’s voting Class A common stock. RedBird indirectly holds the remaining 22.5% of the Class A shares. The Ellison family separately has 40% of the non-voting Class B shares.

“At a time when the media industry faces unprecedented competitive pressure from dominant big tech companies, a combined Paramount-WBD will have the scale and resources necessary to compete, invest, innovate, and deliver premium content to audiences worldwide,” Paramount said in its statement.

California Atty. Gen. Rob Bonta made it clear Tuesday he holds the power to extract major concessions in the battle over the proposed Paramount-Warner Bros. merger.

A day after canceling settlement talks, Bonta said he remains open to meeting with Paramount Skydance executives to find remedies to resolve the antitrust lawsuit stalling David Ellison’s $111-billion takeover, but called on the company to end its “amateur hour” conduct.

“If you want to have an adult, legitimate, serious settlement discussion — no problem,” Bonta said during an appearance in Los Angeles. “But if you want to play games, we’ve got better things to do.”

The attorney general, who is leading the coalition of 12 states that filed an antitrust lawsuit to block the merger, repeated his stance that Paramount must make significant concessions to end the court battle — such as selling cable television channels. However, Ellison has been resistant because his company will need the steady cash-flow from Warner’s basic cable channels, including TBS, TNT and CNN, to make payments on $80-billion in debt Paramount will take on to finance the industry-reshaping deal.

Ellison’s promise to release 30 movies a year, following the merger, won’t cut it, the attorney general said.

Bonta, who was speaking at press conference to highlight public safety, expressed frustration with Paramount afterweeks of drama.

Paramount first threatened to leave California if Bonta continues to wage his court battle. Then, on Friday, Paramount accused actor Mark Ruffalo (a staunch deal critic) of making antisemitic comments, prompting prominent Jewish organizations to join the fray. One Jewish leader suggested Bonta was in cahoots with Ruffalo.

That wasn’t the issue, Bonta said, specifically pointing to leaks about the settlement talks that appeared in various news outlets.

Some reports suggested Bonta’s office sought the negotiations amid withering political pressure. Gov. Gavin Newsom, Los Angeles Mayor Karen Bass and Xavier Becerra, the Democratic nominee for governor, have separately urged a settlement to end the antitrust fight.

Bonta set the record straight: “Paramount reached out to us to have settlement discussions,” he said. “They asked for them.”

Bonta’s beef was that the substance of the nascent negotiations appeared in newspaper articles despite both sides agreeing to hold confidential talks, Bonta said, adding that crossed the line. The Wall Street Journal reported that California’s top prosecutor planned to ask Paramount for agreements to keep Warner Bros. and the Paramount Pictures film studios separate units as well as an agreement to sell some cable channels.

“We thought they were reaching out to us in good faith … unfortunately, they violated the rules of engagement,” Bonta said. “They leaked lies to the press while we were in settlement negotiations. That’s not okay … That is amateur hour.”

Paramount declined to comment. On Monday, Paramount denied it was the source of the leaks.

Bonta’s comments appeared as a show of strength after major court wins.

The coalition of attorneys general, who also represent New York, New Mexico, Colorado, Nevada and Oregon, last month won a temporary restraining order that blocked Paramount from closing the deal. Rather than lose in a hearing over a more consequential preliminary injunction, Paramount voluntarily agreed that it would not finalize the transaction until after the trial or by June 1, whichever date comes first.

U.S. District Court Judge Araceli Martínez-Olguín set a March 2 trial, which was in line with the plaintiff states’ request. Paramount had lobbied for a November date.

“We are winning in this lawsuit,” Bonta said. “They have eight of the biggest law firms in the country, making every imaginable argument under the sun. And they lost, the judge said: ‘You are likely to lose this case’… the states are likely to succeed on the merits.”

For now, no new settlement talks are scheduled.

Bonta expressed an openness to finding a truce.

“If they are willing to clean things up, put a lid on their lying leaks and engage in a way that is sincere and in good faith, we will be where we always are … happy to meet,” Bonta said.

Staff writer Kevin Rector contributed to this report.