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After a fraught fight, Paramount-Warner Bros. transaction closes

David Ellison emerged with his prized Hollywood juggernaut Tuesday as the merger of Paramount Skydance and Warner Bros. Discovery officially closed.

The $111-billion transaction culminated a year-long battle by the 43-year-old tech scion to add Warner Bros. Discovery to his family’s growing portfolio.

The Ellison family now controls one of the largest traditional media companies ever formed, with HBO, CNN, CBS, Comedy Central, TBS, Food Network, two traditional Hollywood studios and two major streaming services.

Shares of the new company began trading under the ticker SKYD, a switch from last week when the company went by PSKY for Paramount Skydance. Ellison has called the merged company, Skydance, the name he selected two decades ago when he began building his Hollywood studio.

This is a developing story.

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Tony Romo and CBS Sports have ‘mutually agreed to part ways’

Tony Romo and CBS Sports have “mutually agreed to part ways” two months after he was placed on indefinite leave following his July arrest on suspicion of operating while intoxicated (OWI), the network announced Friday morning.

“We thank Tony for his contributions over the past nine years and wish him the best moving forward,” CBS Sports said in a statement.

J.J. Watt, who has been filling in for Romo as the color commentator on CBS Sports’ lead NFL broadcast team, will continue in the role for the remainder of the season. Romo, a former four-time Pro Bowl quarterback for the Dallas Cowboys, has been booth partners with play-by-play announcer Jim Nantz since 2017.

“I’m proud of what I accomplished at CBS Sports over the last nine years,” Romo said in a statement released soon after CBS announced the move. “I approached my role as a game analyst the way I’ve approached everything in my life — with a desire to win and be the best that I can be.

“I’m going to use this time to take a break,” he added, “something I’ve never done before, and focus on my health and my family before moving on to my next opportunity.”

On Sept. 1, Romo entered a a no-contest plea to the OWI charge from his July 23 arrest in Wisconsin. A Milwaukee County judge found Romo guilty of the charge and took away his driving privileges for six months. Romo also was ordered to pay $834, and have an ignition interlock device installed on his vehicles for a minimum of one year.

Citations against Romo for having an open container of an alcoholic beverage in a moving vehicle and unsafe passing were dismissed.

Afterward, Romo said in a statement that multiple back injuries from his playing career led to “a dependence on pain medication, and my efforts to get off those medications led to an over-reliance on alcohol.”

“None of this is an excuse,” he wrote. “These are my failures, and I take responsibility for them.”

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An editorial board will oversee CNN and CBS News. What does that mean?

The settlement with 12 state attorneys general that cleared the way for Paramount to move forward with its $111-billion acquisition of Warner Bros. Discovery contained a surprise for CNN and CBS News.

The merged company will have an oversight board that will monitor adherence to editorial independence from its owners and shareholders. The editorial board is part of an agreement to end the states’ antitrust fight that threatened to delay the completion of the deal for months.

But the initial reaction among media observers and opponents of the merger was to question how much teeth editorial overseers will have as they will be appointees of Paramount’s board. The board is controlled by Paramount Chief Executive David Ellison’s family and RedBird Capital Partners.

“The so-called independence board appears to be sorely lacking in independence. It’s appointed by and answerable to the board of the combined Ellison-controlled entity, which can also remove the independence board members,” said Norm Eisen, founder of Democracy Defenders Action and one of the leaders of the Block the Merger group.

Agreements on editorial boards or ombudsmen are typically made to assuage regulatory concerns over a change in media ownership.

CBS News installed Kenneth R. Weinstein as an ombudsman ahead of Ellison’s acquisition of Paramount last year. But he has had a scant presence at the network, according to CBS News insiders.

When Rupert Murdoch’s News Corp. took over the Wall Street Journal in 2007, a five-member committee was created to ensure the editorial independence of the newspaper and Dow Jones’ other news services. The Journal has largely been successful in keeping its news-gathering operation separate from its right-leaning opinion pages reflecting the values of its owners.

The oversight board at Paramount adds a new layer of uncertainty as to how the two news divisions will operate in the merged company. CBS News has already seen significant upheaval since Ellison installed Bari Weiss as editor in chief.

Weiss, the founder of the heterodox digital news site the Free Press, has disrupted CBS News with major changes to its signature program “60 Minutes.” Her push to consider more conservative talking points and voices in stories led to accusations that she is tilting the program’s political bent to please President Trump, who has a friendly relationship with the Ellisons.

CNN insiders have been watching the discord at CBS News with concern. Trump and Larry Ellison, the tech mogul and father of David, have reportedly discussed personnel changes at CNN once the takeover of its parent, Warner Bros. Discovery, is complete.

Trump has never been happy with CNN’s coverage, but the hostility intensified last Friday when he banned the organization along with MS NOW and Politico from the White House grounds. The three news organizations are challenging Trump’s ban in federal courts on the grounds that it violates their 1st Amendment rights.

But amid all the turmoil, veteran news executives inside and outside the companies involved were scratching their heads over exactly how an editorial board would operate.

“This was formed up in haste, and the fact that it looks like it’s kind of half-baked is not surprising,” said Tom Bettag, a former network news producer and lecturer at the Philip Merrill College of Journalism at the University of Maryland. “But they were in a hurry to get this merger approved by hook or by crook.”

The agreement says the board will be in charge of “resolving any disputes between CBS News employees, CNN employees, and management of the combined entity regarding alleged reporting bias or failure to meet” agreed upon reporting standards.

Back in June, “60 Minutes” correspondent Scott Pelley angrily questioned Weiss’ decision to fire several of his colleagues. As a result, he was dismissed as well.

It’s unclear whether similar confrontations would be resolved by the new Paramount board and, if so, what that would mean for the authority of the top executives at CBS News and CNN.

Paramount did not respond to requests for comment.

The creation of the editorial board was a compromise brokered among the coalition of state attorneys general. The proposal came about in the final two days of negotiations, according to two people familiar with the matter who were not authorized to comment publicly.

William Tong, the Connecticut attorney general, said in an interview that he agreed to the editorial board after pushing for the divestiture of CNN and CBS News as a condition for approving the merger.

“I’m not going to sugarcoat it. This is ultimately not what I wanted,” Tong told The Times. “However, a week ago, they weren’t willing to do anything.”

He added: “Their view was, ‘We’re buying it. We get to control it.’ … And so, you know, by Friday we had broken them down, and they were willing to do this editorial independence board for both CBS News and CNN. That’s what we were able to secure and it has to be all journalists on this five-person board.”

No Paramount executives, including Weiss, can serve on the board.

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FCC approves foreign owners for a merged Paramount-Warner Bros.

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.

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Arab News | Multiple US military aircraft suffered damage in overnight strikes on Jordan air base, CBS says

Sept ‌9 (Reuters) – Multiple American military aircraft suffered damage in strikes overnight on the Muwaffaq ‌Salti ‌Air Base in ‌Jordan, CBS reporter Jennifer Jacobs said on Wednesday on X.

One A-10 Thunderbolt, known ‌as the ‌Warthog, was ‌struck ‌and left with a missing wing, while ‌roughly eight F-15s sustained light damage and were placed back into service, she added.

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