merger

The U.S. Justice Department has cleared the way for Paramount Skydance’s $111-billion purchase of Warner Bros. Discovery — a major milestone that moves David Ellison closer to his goal.

After a months-long review, Justice Department antitrust regulators on Friday concluded the combination would not violate federal anticompetition laws. Approval had been expected because President Trump — who has friendly ties with Ellison and his father, tech billionaire Larry Ellison — favors the deal.

The government stopped short of asking Paramount to make concessions or divestitures.

Buying Warner Bros. would allow Paramount — Hollywood’s smallest major company — to bulk up with such prestigious properties as HBO, CNN, HGTV and Food Network. Those would be combined with properties Paramount already owns, including CBS, Comedy Central, Nickelodeon and MTV.

The deal would put two historic film studios and two prominent news organizations under the same roof. It would give Paramount four streaming services, including HBO Max, and dozens of cable channels.

In its four-page closing statement, the Justice Department emphasized that career antitrust regulators — not political appointees — had performed a rigorous review, sifting through some two million documents the government received from dozens of sources, including third-party organizations.

They conducted meetings and deposed senior-level executives and other witnesses.

“These investigative efforts all led to the same conclusion: the film and television industry is highly dynamic, and the proposed transaction is not likely to harm competition or American consumers,” Justice Department regulators wrote in their summary.

Regulators zeroed in on three potential areas of concern. They looked at whether the merger would give Paramount too much power in the streaming video-on-demand market; the traditional linear television channel space; as well as in “studio development, production, or distribution of films for theatrical release,” the Justice Department said.

Competition in streaming would not be crimped, according to the regulators.

“To the contrary, the combined firm is likely to increase competition by offering consumers a more robust competitive alternative to the larger [streaming] offerings,” they wrote.

The antitrust division also found that theatrical distribution and opportunities for creators, including writers and actors, would not be harmed as long as the combined company maintained current production levels.

Ellison has promised to continue releasing 30 films a year with a combined Warner Bros.-Paramount studio. He also has said he would protect the HBO brand.

The proposed merger is controversial because many in Hollywood fear it will bring thousands of job losses, which was the result of past consolidations, including Walt Disney Co.’s 2019 takeover of Fox entertainment properties. More than 5,000 entertainment industry workers, including Jane Fonda, J.J. Abrams, Javier Bardem and Mark Ruffalo, have signed an open letter calling for the merger to be blocked.

There’s a political dimension as well. Paramount’s standing with the Trump administration (Paramount+ is set to televise Sunday’s UFC fight spectacle at the White House to celebrate Trump’s birthday as part of the company’s relationship with the UFC) has given left-leaning groups pause.

They worry about collapsing CNN and CBS News into one unit, particularly after all the turmoil that has ensued at CBS News since the Ellison family bought Paramount in August and installed Bari Weiss as CBS News editor in chief.

This month witnessed a dramatic shakeup at the iconic “60 Minutes,” with top executives and three well-known correspondents tossed out.

“We’ve already seen how far Paramount and the Ellison family are willing to go to diminish a once-proud network and news organization like CBS,” Craig Aaron, co-chief executive of the progressive group Free Press, said in a statement. His group fears the Ellisons would “do worse if they get their hands on Warner Bros., HBO, CNN and all the rest.”

Paramount, for its part, said it was grateful for “the Department of Justice’s thorough review of this transaction, as well as the work of the other agencies that have completed their reviews and provided clearance to date.”

“This deal is pro-competitive, resulting in a stronger company better positioned to compete against dominant technology platforms in an industry increasingly defined by intense competition for audiences, talent, technology, and investment,” Paramount said. “We remain focused on completing the transaction as soon as possible and delivering its benefits to consumers, creators, and the entertainment industry as a whole.”

Paramount wants to finalize its purchase by September.

With Friday’s victory, Paramount is staying on that timetable, but regulators in Europe and Britain have opened their own regulatory investigations and are expected to make their own determinations in the coming months.

Separately, California Atty. Gen. Rob Bonta and other state attorneys general have been scrutinizing the proposed merger, and are widely expected to file a lawsuit, perhaps as early as this month, to try to block it.

Paramount applied for Justice Department approval in December — more than two months before it edged out Netflix in the Warner sweepstakes.

In its statement, the Justice Department said it began its review last fall when it was clear Warner Bros. was in play. Regulators said they were familiar with Warner’s businesses, because the division had scrutinized four other mergers involving the company, dating back to the disastrous AOL-Time Warner merger in 2001.

Paramount’s deal would mark the third time Warner has changed hands in the last decade. AT&T bought the company in 2018 and then sold it to the smaller Discovery four years later. That deal left Warner Bros. burdened by debt, setting the stage for the Ellison takeover.

Justice Department approval could complicate efforts by Bonta and other state attorneys general to block the deal. Should Bonta or others sue, they would have to convince a judge that the nation’s top antitrust regulators failed to make a proper finding despite their lengthy review.

That may pose a high bar for the state officials, who are facing political pressure to stop the deal.

“State AGs must block this merger,” U.S. Sen. Elizabeth Warren (D-Mass.) said in a statement Friday, adding that the Justice Department’s approval was “terrible news for every American who doesn’t want Trump-aligned billionaires to control what they watch and how much they pay.”

The Justice Department said state attorney general offices had participated in its investigation, which allowed federal and state officials “to share information with each other and for the States to attend and participate in the [antitrust] Division’s depositions.”

Last month, David Ellison appeared before the regulators in a two-hour session.

Paramount’s Chief Legal Officer Makan Delrahim, who previously served as the nation’s top antitrust regulator during the first Trump administration, also was busy quarterbacking Paramount’s outreach with regulators.

June 12 (UPI) — The U.S. Department of Justice on Friday said the proposed merger between Paramount Skydance and Warner Bros. Discovery does not harm competition or consumers in the United States.

The Justice Department said that it finds the proposed merger is unlikely to harm competition among similar companies or the ability of American consumers to access video-based media, it said in a press release.

Paramount in January hiked up its offer well beyond what Netflix had offered for the entertainment conglomerate, circumventing the streaming leader from acquiring it, and triggering antitrust investigations in a number of nations both operate in.

At least ten state attorneys general said last week they would sue the federal government to stop the proposed merger, which would create a monolith company comprised of several of the most significant companies in television, film and entertainment.

“This investigation included a review of reams of documentary evidence, hours of deposition testimony of senior-level executives, interviews with third-party witnesses and staff-led meetings with the parties themselves,” the Justice Department said in the release.

“These investigative efforts all led to the same conclusion: The film and television industry is highly dynamic and the proposed transaction is not likely to harm competition or American consumers,” the department said.

The Justice Department said in the release that, among other discoveries that drove its decision, the fact that Warner Bros. has “been a repeated acquisition target in the media and entertainment industry” shows that it is appropriate to approve the merger.

The Ellison family-controlled Harbor Lights Entertainment has sold its Showcase Cinemas theater chain to a major European cinema group in a $30-million deal.

Belgium-based Kinepolis will soon operate 13 cinemas across the United States. Seven are in Massachusetts, four in New York, one in Ohio and one in Rhode Island.

David Ellison, who is now in charge of Paramount Skydance, acquired National Amusements last year from the Redstone family. He renamed the company Harbor Lights. National Amusements was the start of Redstone’s media empire, which at one point included control of CBS, Paramount and Viacom.

Paramount is in the process of acquiring Warner Bros. Discovery in a $111-billion deal. Under the proposal, Ellison has said the two studios will release 30 films per year. But he and his team would also have to make $6 billion in cuts and take on $79 billion in deal debt.

The deal is awaiting regulatory approval, but officials in several state states recently announced plans to try to block the merger. The potential lawsuit would seek to challenge the proposed merger on antitrust grounds, arguing it would decrease competition, lower wages and lead to widespread job losses.

With the sale of the theaters, Kinepolis will add 164 screens to its portfolio. The company was formed in 1997 and currently operates 63 cinemas in Europe and nearly 60 theaters in the U.S. and Canada.

The newly acquired theaters welcomed about 4 million visitors and generated more than $90 million in revenue last year.

“This acquisition allows us to expand our market position in the U.S. from Michigan to the East Coast with an asset and a team that enable us to implement Kinepolis’ operational model and corporate strategy, ultimately enhancing the experience for moviegoers in these markets,” Eddy Duquenne, Kinepolis’s chief executive, said in a statement.

The company said Showcase Cinemas would retain its name. It expects the acquisition to be complete by the end of the summer.

Times staff writer Wendy Lee contributed to this report.

David Ellison, head of Paramount Skydance, has said that when his company completes its $111 billion acquisition of Warner Bros. Discovery, it will likely look to make about $6 billion in cuts to the combined company. File Photo by John Angelillo/UPI | License Photo

June 5 (UPI) — The attorneys general of several states are preparing to file a lawsuit in the coming weeks to prevent the $111 billion merger of Paramount Skydance and Warner Bros. Discovery.

As many as 10 states are involved in a California-led antitrust investigation of the merger, which would create an entertainment monolith comprised of two of the biggest major players in television, film and streaming globally, the Los Angeles Times, Bloomberg and The Wrap reported.

Officials in the states have started working on the lawsuit and where to file it, the news organizations confirmed, and the litigation could potentially be filed before the end of June.

Although California Attorney General Rob Bonta told The Wrap in early April that “red flags are everywhere when you have a merger of this type,” his office did not confirm that the lawsuit was taking shape and could be filed soon.

“The Paramount acquisition of Warner Brothers remains an active investigation, and we do have any updates to share at this time,” Bonta’s office told the news organizations in a statement.

The states that have been involved in Bonta’s investigation and may join the lawsuit, aside from California, are Colorado, Connecticut, Massachusetts, Nevada, New York, Oregon, Pennsylvania and Tennessee.

Paramount and Netflix competed for months to win the right to buy Warner Bros. Discovery, with Warner’s shareholders voting to approve selling the company to Paramount for $31 per share.

The merger has been controversial because Paramount Chairman David Ellison has said that after the company receives regulatory approval, he plans to make $6 billion in cuts between both companies.

Although Ellison said that the Paramount and Warner Bros. film studios will maintain their current pace of 15 theatrical releases per year, the deal has drawn sharp rebukes from across Hollywood and some parts of the federal government because the downsizing will most likely include job cuts.