By naming the product of two mergers Skydance, David Ellison relegates two of Hollywood’s founding studios to a sub-brand stew and attempts to erase a bunch of controversial hires.
What a surprise. David Ellison has decided to name the Frankenstudio media company created by the merger of Paramount Skydance and Warner Bros. Discovery simply Skydance.
And why not? “Massive Debt Funding Media” doesn’t really roll off the tongue (though “Ultra Leveraged” has a nice ring); “Ellison and Dad” is a bit too on the nose; and “Skydance” is, after all, the name he chose for the one company out of those four that he built rather than bought.
Skydance is a poetic term with some definite “Star Wars” overtones and perhaps unintentional symbolism. Before the aviation-loving Ellison claimed it, “sky dance” referred to the aerial mating of certain birds, most famously the American woodcock, also known as the timberdoodle or (I’m not making this up) the bogsucker.
(“Timberdoodle Media,” now that’s a splendid name, and “Bogsucker Productions” could work as well.)
In his attempts to acquire Warner Bros. Discovery, Ellison has certainly engaged in some high-flying … well, courtship might not be the right term for the dizzying mix of cajoling and threats he has employed to get the deal done, and it certainly does not seem fair to the American woodcock. I’m no expert, but I don’t think their mating rituals involve using the New York Times to plead their case or, when that doesn’t work, threatening to move en masse to Tennessee.
For those inexplicably hoping for ParaBros, Skydance seems a bit of a letdown, especially considering all the trouble Ellison went to. It’s been quite a show, the various razzle-dazzle versus strong arm tactics (not to mention the Middle Eastern money) he mobilized to turn two of Hollywood’s preeminent founding studios into ingredients in sub-brand stew that also includes CNN, HBO Max, CBS, DC Comics, Nickelodeon, MTV and Food Network.
Overseeing such a diverse mix is obviously too big a job for one person so Ellison added yet another flavor by drafting Ynon Kreiz as co-chief executive. Kreiz was previously chairman and chief executive of Mattel, where he facilitated the toy company’s big Hollywood push with “Barbie,” “Masters of the Universe” and the upcoming Hot Wheels movie. (Polly Pocket, now in development at Reese Witherspoon’s Sunshine Productions, should be preparing for her close-up.)
By sticking with Skydance, Ellison is not just making a large swath of Hollywood indisputably his own, he’s showing remarkable confidence in a name that first came to many people’s attention in 2019 when he hired John Lasseter.
Six months after Walt Disney Co. ended its relationship with the then-chief creative officer of Pixar and Disney Animation Studios following an investigation into multiple accusations of sexual harassment and workplace misconduct, Ellison hired him to oversee Skydance Animation.
Unsurprisingly, this led to all manner of protest, within and outside the company. When Emma Thompson learned of Lasseter joining Skydance, she withdrew from its highly anticipated upcoming animated film “Luck.” In a stinging letter she sent to the company at the time (and allowed The Times to make public), she wrote: “It feels very odd to me that you and your company would consider hiring someone with Mr. Lasseter’s pattern of misconduct given the present climate in which people with the kind of power that you have can reasonably be expected to step up to the plate.”
Lasseter was not Skydance’s only controversial hire. After merging with Paramount, the company made deals with or hired multiple men, including Brett Ratner, Max Landis and Jeff Shell, who had been accused of sexual harassment and/or misconduct.
Shell was made president of Paramount less than three years after losing his job as NBCUniversal chief executive following the disclosure of an “inappropriate relationship” with an NBC employee. He stepped down from Paramount in April after a monthslong legal battle with a Las Vegas gambler and self-described “fixer” who claimed that Shell had reneged on a deal to develop a series in exchange for free crisis control.
Now, of course, all of that is ancient history. Now Paramount is merely a sub-brand and Hollywood is less concerned with who Skydance hired as it is with who, and how many, Skydance will fire.
Also how exactly the CNN/CBS oversight committee Ellison agreed to create as part of the settlement with 12 states is going to work. And what will happen if Skydance does not release 30 new films each year, which Ellison has promised to do as part of the settlement deal. And how expensive the new Skydance streaming bundles are going to be. And if, perhaps, in some language Skydance translates to “the end of the entertainment industry as we know it.”
Most important, is it too late for the American woodcock to sue?
Paramount Skydance’s streaming chief Cindy Holland is exiting the studio, clearing the way for HBO Chairman Casey Bloys to claim a key role in the company once Paramount acquires Warner Bros. Discovery.
Holland announced her departure Tuesday in a memo to her staff. Her resignation is effective immediately.
She joined Paramount nearly 14 months ago as chairman of direct-to-consumer operations, in charge of Paramount+ and Pluto TV, after David Ellison’s Skydance Media took control of the media company long held by the Sumner Redstone family.
Holland, a respected former Netflix executive, was one of the few Paramount executives who lacked long ties to Ellison, who brought much of his Skydance team with him to Paramount.
Her resignation comes as Paramount is waiting for a federal judge to approve a settlement agreement that would allow Paramount to finalize its $111-billion purchase of Warner Bros. Discovery, which also includes CNN, TBS and the Warner Bros. film and television studios.
The agreement, unveiled last week, was designed to end a lawsuit brought by California Atty. Gen. Rob Bonta and 11 other Democratic attorneys general, who had argued Hollywood’s biggest merger in decades violated U.S. antitrust laws.
“As David readies for the next phase of his vision, we’ve discussed my role and the future of the combined businesses,” Holland wrote in the memo shared with her staff viewed by the Times. “David is optimizing for HBO stability as we move into this next chapter, and I fully support that.”
Ellison, in recent months, has signaled his intention to install Bloys in a pivotal role at the combined company.
Ellison months ago made a public commitment to protect HBO, which has long been a leader in prestige TV programming. The network has already undergone two ownership changes, and considerable management turmoil, during the last decade. Bloys has led HBO as its chairman since late 2022. He was one of the first Warner executives that Ellison met with this year after Paramount prevailed over Netflix in the bidding war for Warner Bros. Discovery.
The New York Times first reported Holland’s departure.
“Cindy has been a trusted partner to me and so many others, and I couldn’t be more grateful for her leadership, her relentless drive and everything she’s done for our company,” Ellison said in a statement.
Last week’s settlement of the antitrust lawsuit between state attorneys general and Paramount Skydance over its planned merger with Warner Bros. Discovery marked a clear victory for David Ellison.
If approved by a judge, the settlement would clear the way for the emerging Hollywood mogul to complete the blockbuster $111-billion purchase after months of uncertainty over whether the deal would overcome intense opposition in Hollywood.
What’s more, Ellison achieved the settlement without having to agree to any so-called structural remedies that California Atty. Gen. Rob Bonta had been seeking.
But Ellison can hardly rest on his laurels. The Paramount Skydance chief executive will have to work hard to repair badly frayed relations with Hollywood talent who fiercely opposed the consolidation of two historic studios as a bad deal for workers. And the 43-year-old tech scion will be constrained by some of the terms that were imposed in the consent decree negotiated with Bonta and other attorneys general.
“I don’t envy David Ellison. You bought this ship, now you’ve got to sail it. And you’re facing threats on all fronts: bad will, everybody rooting for you to fail and operating a business in an incredibly uncertain, challenging time,” said Gabriel Kahn, a professor at the USC Annenberg School for Communication and Journalism. “At the same time, you are going to have to mortgage everything to make these debt payments.”
As part of the deal, Paramount agreed to a slate of requirements that, if it fails to deliver, could induce financial penalties, litigation and other costs.
For one thing, Paramount would have to pay a penalty and divest the Miramax film studio if it does not distribute 30 or more films a year in theaters.
The studio also pledged to spend $300 million more each year on film production in the U.S. and further boost its film spending if the federal government adopts a film tax credit of at least 20%; it agreed not to sell or close its lot on Melrose or the Warner Bros lot in Burbank and to operate them “in a manner consistent with past practices,” until 2031.
Additionally, Paramount is required to establish a board to ensure editorial independence for CNN and CBS News, though it will be appointed by Paramount directors with the authority to remove its members.
Beyond attempting to smooth the industry’s many ruffled feathers, Hollywood’s newest mogul must now also wrestle down an astonishing $80 billion in debt accrued as a result of this highly leveraged merger.
The months-long battle was bitter and hard fought and enmity within the industry has yet to subside.
On Tuesday, the morning after Bonta announced the settlement agreement, protesters converged outside of Paramount Skydance’s Melrose Avenue gate criticizing the deal. Some held fake gravestones that read: “RIP local business,” “RIP crew call” and “RIP creativity.”
Two days later, a coalition of several groups including the Committee for the First Amendment, filed an amicus brief asking the court to reject the consent decree, saying that it failed to address the anti-competitive concerns of the state attorneys general and would not protect jobs or consumers.
The sense of betrayal was acute.
“Hate to say it but we all got played,” wrote actor Mark Ruffalo, a leading organizer in Block the Merger, a grassroots organization made up of 1st Amendment advocates and Hollywood celebrities who aggressively opposed it, in a post on X.
Sen. Elizabeth Warren (D-Mass.) repudiated the deal, saying in a statement. that it “enables a handful of billionaires to call the shots in the media.”
The entertainment unions struck more cautionary notes.
SAG-AFTRA, the actors union, wrote in a statement that the deal “addresses some of our deep concerns,” but added, “We hope that the process of engaging with the attorneys general has impressed upon them the fact that in addition to collective bargaining, our members rely on the law to help protect our interests. These are the lowest standards that our employers must meet.”
Bonta, who had spearheaded the antitrust suit, gave a tepid endorsement of the consent decree.
“I want to be clear about something right up front: This settlement is not a vote of support for this merger. It is not a blessing,” he said.
During Paramount’s heated and often contentious legal and political wrangling to wrest control of Warner Bros., many in Hollywood became increasingly apprehensive. Combining two legacy studios, opponents feared, would bring even more job losses to an industry already battered by runaway production.
The skepticism hardened as the Ellisons made several controversial moves after Skydance acquired Paramount last summer. They included agreeing to pay $16 million to settle a lawsuit filed by President Trump over a “60 Minutes” interview segment, canceling the “Late Show With Stephen Colbert,” ending diversity, equity and inclusion programs and appointing Bari Weiss as editor in chief of CBS News, who engaged in a wholesale overhaul that led to a revolt at the esteemed “60 Minutes.”
When the newly formed Paramount Skydance announced its intention to swallow up Warner Bros. Discovery just months later, a massive wave of political pressure and public backlash began.
But the Ellisons dug in.
In January — after Netflix threw a surprise wrench into the Ellisons’ designs on Warner Bros. by offering $72 billion, which the studio accepted — Paramount took Warner Bros. to court and launched a hostile takeover bid.
A month later, Netflix walked away from the deal and collected a $2.8-billion termination fee after the Warners’ board agreed to Paramount’s higher all-cash bid.
But many in Hollywood began agitating against the planned merger and pushing for guardrails and protections.
In April, Block the Merger released an open letter declaring their opposition; its list of professionals across the film and television industry eventually swelled to nearly 6,000 names, including Ruffalo, Jane Fonda, Ben Stiller, Sofia Coppola, Trey Parker and Denis Villeneuve.
“The future of free media and a strong entertainment industry in America is at stake here,” said Norm Eisen, co-founder and executive chair of Democracy Defenders Fund, who also helped lead the Block the Merger campaign.
The Writers Guild of America sued to stop the deal, saying it violated antitrust laws. The union last week settled its lawsuit, citing the costs of continuing the litigation, after Paramount agreed not to lay off writers at CBS Broadcast News for years and to pay $17.5 million to the union’s health fund. Nonetheless, the guild said: “We continue to believe the merger will cause damage to writers and the industry at large.”
Some backed the megadeal, including power broker Ari Emanuel.
The WME executive and chairman and CEO of TKO came out swinging, excoriating the antitrust suit, in an op-ed for the Wall Street Journal in July. “They say they are protecting competition. Their actions threaten to destroy it,” he wrote.
Both Ellison and his son David reportedly promised the president they would make “sweeping” changes at CNN, which is owned by Warner Bros. Discovery.
In June, David Ellison attended the “UFC Freedom 250” event hosted by Trump on the South Lawn of the White House, and last week he was a guest at the White House state dinner honoring Chinese President Xi Jinping.
Amid the high-level public-facing Trump engagements, Paramount had been quietly trying to allay fears about the relationship to industry insiders.
Two individuals in the entertainment industry, who declined to be named for fear of retaliation, said that Paramount sent emissaries to extend a kind of olive branch, explaining their commitment to Hollywood and downplaying the relationship as a necessary step to get the deal done.
In August, Ellison published an op-ed in the New York Times in which he extolled his lifelong love of movies and laid out his case that he could be “trusted as a steward” of the media giant he was amassing, that includes two institutional news organizations (CBS and CNN) and the legacy studios he wished to combine.
However, his seemingly conciliatory message was undercut that same month when he threatened to relocate Paramount’s base to Tennessee or Texas. Ellison built his Skydance production in Santa Monica.
Across the industry, workers viewed the mixed messaging with wariness and anger.
“If Ellison truly wants to be a steward and do the things that he said he can do and wants to do in that article, I think people would welcome it,” said Pamala Buzick Kim, a co-founder of Stay in LA, the 23,000-member grassroots campaign aimed at boosting local film and television production. “They just have no evidence of it.”
Aside from the bad blood, Ellison’s biggest challenge may be financial.
At a time of massive industry upheaval, most observers believe that the company will have to lay off droves of workers to bring its costs down.
“I will honestly say that the biggest work that they have cut out for them is servicing this debt, and that’s going to guide every decision,” said Kahn, the USC professor.
“Now they’re going to have to fire lots of people in order to reduce costs to be able to make this deal pencil out, and they’re going to be skating on the razor’s edge to make sure that they have enough revenue coming in going forward to service this debt. They have almost no room to maneuver.”
But Paramount has one thing working in its favor: leverage. David (as in Ellison), for better or worse, is now the industry’s Goliath.
“I think temper tantrums can be easily forgotten if the work is there,” said Buzick Kim. “I think most people would be happy to leave it behind them — if the work is there.”
Times staff writers Meg James, Stephen Battaglio and Samantha Masunaga contributed to this report.
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.”
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.
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.
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.
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.
Paramount Skydance Chief Executive David Ellison faces a pivotal decision: Should he uproot his Hollywood studio — the birthplace of such film classics as “Sunset Boulevard,” “The Godfather” and “Beverly Hills Cop”?
Paramount floated shifting its home base to Tennessee or Texas in July, hoping to deter California Atty. Gen. Rob Bonta from waging a legal battle to block Paramount’s $111-billion acquisition of Warner Bros. Discovery.
Bonta rejected the tactic, calling it “blackmail.” His antitrust lawsuit, filed in collaboration with 11 other Democratic state attorneys general, has since stalled the largest Hollywood merger in decades and put Ellison in a jam.
The 43-year-old tech scion — a film aficionado who has spent two decades building his career in Hollywood — has told associates he doesn’t want to leave L.A. But he has signaled that he’s prepared to sell the historic studio lots and move Paramount’s and Warner Bros.’ operations from California if the merger isn’t finalized by next month, according to people familiar with the situation who were not authorized to comment.
“It would be devastating,” Assemblymember Rick Chavez Zbur, who represents a district that includes the Melrose Avenue movie lot and neighborhoods near Warner Bros. in Burbank, said of a Paramount move. “We need to do everything we can to protect these important jobs in California’s iconic industry.”
Paramount declined to comment.
Ellison is frustrated after securing approvals from more than 65 regulators worldwide for the mammoth merger that would bring HBO, CNN, CBS, Comedy Central, MTV and TBS under the same roof.
“California is the fourth-largest economy in the world and the best place to do business,” a spokesman from Bonta’s office said. “Strong antitrust enforcement is essential so everyone can benefit from a vibrant economy.”
A federal judge in Oakland temporarily blocked the deal, prompting Paramount to agree not to finalize the acquisition until after a trial or June 1, whichever comes first. Settlement talks collapsed in late August after Bonta accused Paramount of leaking and misrepresenting their discussions.
Paramount has plenty at stake. U.S. District Judge Araceli Martínez-Olguín set the trial for March, but the company urgently needs the valuable Warner assets to better compete against tech behemoths. And beginning Oct. 1, Paramount must increase its payout to Warner Bros. Discovery shareholders by $7 million a day, so-called ticking fees that will heap more debt onto the highly leveraged transaction.
Paramount asked the judge to require California and other plaintiff states, including Nevada, Oregon and New York, along with the Writers Guild of America (which also sued) to post a $1.88-billion bond that could compensate Paramount for ticking fee costs. A hearing is set for Sept. 24.
For weeks, Paramount’s most potent weapon has been its in-the-works plan to leave L.A.
Lobbying has been intense, prompting a parade of politicians led by Gov. Gavin Newsom, L.A. Mayor Karen Bass and gubernatorial nominee Xavier Becerra to urge the two sides to settle the lawsuit.
“It’s a game of chicken,” Kevin Klowden, an economist and managing director at the Melcene Advisory firm, said in an interview. “But I’m not dismissing the threat because it is very real.”
Relocating from Los Angeles would allow Ellison’s cash-hungry media company to qualify for lucrative tax incentives offered by another state. Ellison’s short list includes Tennessee, Texas and Georgia. But leaving its longtime home would be costly for Paramount too, given how much of the talent and deal-making remains concentrated around L.A.
Tennessee’s Department of Economic and Community Development declined to discuss its negotiations with Paramount, but in a statement a spokesperson said the state “remains committed to working with companies across a wide range of industries that are exploring opportunities to invest and grow in Tennessee.”
Early this month, a pro-merger group was set to hold a news conference outside Paramount, but it moved its gathering to a warehouse a few blocks away after anti-merger activists planned a counterprotest.
The pro-merger organization, Neighbors for Strong Communities, was incorporated in Washington, D.C., in June and has lobbed text messages to Californians urging them to press Bonta to drop the case.
Speakers were concerned with just one issue: What would happen should Paramount pull out?
“What are we going to do with all these people who have invested their lives and many generations into building something here?” asked Keyla Wood, who moved from Mexico to L.A. about a decade ago after getting her start in Spanish-language soap operas.
“It’s been one thing after the other: The pandemic, the strikes and then it was the fires,” said Wood, who has worked as a stand-in for Eva Longoria and Salma Hayek. “So many people never work again.”
David Ellison is deciding whether to leave Hollywood.
(Bloomberg via Getty Images)
L.A.’s very identity is at stake, added Daniela Kelly, an actor and dancer who arrived from Brazil two decades ago.
“Everyone in the world sees Los Angeles and Hollywood as the platform for their dreams,” Kelly said. “Imagine if a huge studio with 100 years of history here just leaves? What will we be?”
Businesses like Kelly’s small Kreashen Studios USA, which provides video and podcasting space in Marina del Rey, depends on the region’s entertainment economy.
“It’s difficult financially right now to keep open,” she said. “So I’m pro having Paramount stay because this is the center, the heart of Hollywood.”
But deal opponents and some experts say the merger would actually worsen L.A.’s already bleak production picture.
Paramount has promised to cut $6 billion in expenses — a figure that doesn’t factor in the cost of ticking fees, which would add $650 million each quarter to the $81 billion that Paramount had anticipated paying Warner shareholders.
“We’ve seen from previous mergers that jobs have been lost,” L.A. City Councilmember Adrin Nazarian said at a City Hall event recently.
“When you look at the economic impact, it’s pretty staggering,” Kelly LoBianco, the department director, said in a recent interview. “An estimated $4 billion in economic output lost, and another $550 million lost in tax revenue at the local, state and federal level.”
The merger also could erase $79 million in tax revenue to Los Angeles County even if Paramount stays in L.A., she said.
But state and county tax revenue would plummet further should Paramount dispatch hundreds of its workers to Tennessee or some other state, Klowden said.
“If Ellison moves all the management out and all of the productions out, you’re talking about potentially tens of thousands of jobs,” Klowden said. “That, bluntly, isn’t just devastating to L.A. That becomes devastating to everybody.”
A report commissioned by Paramount from Los Angeles Economic Development Corp. predicted even steeper losses of at least 28,000 jobs should the studio move its entire operation out of state, according to a draft report given to Politico.
Under a less dire scenario, Paramount could shift its corporate headquarters to another state to qualify for incentives but still maintain large staffs in the creative hubs of Los Angeles and New York, where the company has its legal headquarters.
When the Ellison family acquired Paramount from the Sumner Redstone family last year, Ellison shifted operations to L.A., where he and other key executives work on the Melrose Avenue lot.
The threat to pull up stakes has created a disconnect after Ellison has spent more than a year touting how his family’s growing collection of media properties would strengthen traditional Hollywood.
The relocation campaign echoes a tactic used by software giant Oracle Corp., co-founded by Ellison’s billionaire father, Larry Ellison. For three decades, Oracle thrived in Redwood City, Calif., but in 2020, the company moved its headquarters to Austin, Texas, joining other California tech firms leaving in protest of the state’s high taxes.
The elder Ellison announced in 2024 that Oracle would be moving again, this time to Nashville, although that relocation hasn’t been finalized.
Paramount would risk leaving behind a skilled talent pool filled with experienced production workers and entertainment executives, Klowden said.
Fleeing L.A. could prompt “a talent bleed-out,” Klowden said. “Creative types are like: ‘Would I feel comfortable moving there?’ And, ‘What if I move there and something goes wrong? There would be nowhere else for me to go.’”
He pointed to Nissan’s 2006 U.S. headquarters move to the Nashville area from Gardena in L.A.’s South Bay, which dramatically reset the automaker’s workforce as fewer than half of its Southern California employees made the trek to Tennessee.
On Friday, a magistrate judge told both sides to identify dates in late October to meet for court-ordered settlement talks.
Each has motivations to settle — including avoiding a years-long court fight. Bonta has said Paramount must be willing to part with assets to alleviate market concentration, which could lead to a sale of Warner’s New Line Cinema, which has rights to “The Lord of the Rings” and “The Conjuring” franchises, and potentially cable channels such as CNN, Food Network or Cartoon Network.
Paramount, as part of a settlement, could abandon plans to leave L.A.
“All of the parties need to understand what this [issue] means to workers and small businesses,” Zbur, the local Assembly member, said. “I’m hopeful for a settlement that assures that Paramount and Warner Bros. will maintain their operations and remain a significant economic and employment force in Los Angeles.”
Times staff writer Cerys Davies contributed to this report.
