takeover

California Atty. Gen. Rob Bonta has enlisted new allies in his legal battle to unravel Nexstar Media Group’s takeover of rival television station group Tegna Inc.

Late Thursday, Bonta announced that five additional states have joined his coalition that is suing to block the $6.2-billion merger. With the additional plaintiffs, the group of top state law enforcement officers has grown to 13 — and the campaign now is a bipartisan effort.

“Antitrust enforcement is not political — it’s about protecting working families and helping ensure the benefits of a vibrant economy are for everyone, not just well-connected corporations,” Bonta said in a statement. “We welcome our sister states into the fray and look forward to fighting alongside them.”

The new states are Indiana, Kansas, Massachusetts, Pennsylvania and Vermont. They have joined existing the plaintiffs that represent the people of California, Colorado, Connecticut, Illinois, New York, North Carolina, Oregon and Virginia.

Nexstar owns KTLA-TV Channel 5 in Los Angeles.

U.S. District Judge Troy Nunley two weeks ago granted a request by the attorneys general to issue a preliminary injunction halting the merger as the legal case proceeds. The proposed merger — which Nexstar rushed to complete despite opposition from the states — would create the nation’s largest broadcast station group with 265 television stations, up from 164 that Nexstar currently controls.

In dozens of markets, including San Diego and Sacramento, Nexstar would own multiple major TV network affiliates. That duplication has raised concerns about staff consolidations and widespread newsroom layoffs.

“State attorneys general nationwide understand just how important robust antitrust enforcement is to American life — and what a rotten deal this is for consumers, for workers, for affordability, and for our local news,” Bonta said.

El Segundo-based DirecTV separately filed a lawsuit to block the deal, saying the Nexstar-Tegna consolidation would harm their business by forcing DirecTV to pay significantly higher fees for the rights to carry their stations as part of its programming lineup.

A Nexstar representative was not immediately available for comment.

Nexstar contends the deal would strengthen TV station economics, allowing stations to bolster their news gathering and expand the number of newscasts. But DirecTV countered that in markets where Nexstar owns two stations, it relies on just one newsroom to program both channels.

Nexstar’s proposed purchase of Tegna would give the Irving, Texas-based Nexstar stations in 44 states covering 80% of the U.S. population.

The federal judge ruled there was sufficient merit in the antitrust arguments brought by Bonta and the others to pause Nexstar’s takeover of Tegna until a trial can be held to decide whether the merger is illegal.

“Nexstar must permit Tegna to continue operating as a separate and distinct, independently managed business unit from Nexstar,” Nunley wrote in his 52-page order on April 17. “And Nexstar must put measures in place to maintain Tegna as an ongoing, economically viable, and active competitor.”

Paramount Skydance’s proposed takeover of Warner Bros. Discovery cleared a major hurdle Thursday as Warner stockholders overwhelmingly embraced the $111-billion deal.

Approval was expected. Paramount Chairman David Ellison’s proposal would pay Warner investors $31 a share — four times the price of the company’s stock a year ago. Warner Bros. officials did not disclose the precise vote count during the nine-minute special shareholder meeting beyond saying the merger “received sufficient votes and has overwhelmingly passed.”

Paramount offered the generous premium to compete with, and ultimately triumph over, Netflix, which withdrew from the auction in late February after Ellison’s father, Oracle billionaire Larry Ellison, agreed to guarantee the financing of his son’s deal.

The merger would create a new Hollywood behemoth by giving Paramount, which owns CBS and the Melrose Avenue film studio, such valuable assets as HBO, HBO Max, CNN, TBS, Food Network and Warner Bros.’ film and television studios in Burbank. Warner controls beloved TV shows, franchises and movies, including “Casablanca,” Harry Potter, D.C. Comics, “Game of Thrones,” “Euphoria,” “The Pitt,” and “Rooster.”

“Shareholder approval marks another important milestone towards completing our acquisition of Warner Bros. Discovery, building on our successful equity and debt syndications and progress across regulatory approvals,” Paramount said Thursday in a statement. “We look forward to closing the transaction in the coming months and realizing the creation of a next-generation media and entertainment company that better serves both the creative community and consumers.”

Paramount now must secure regulatory approvals in the U.S. and abroad. Ellison, who is poised to honor President Trump with a dinner Thursday evening in Washington, hopes to complete the deal by late summer.

Shareholders, however, made known their disdain for Warner Chief Executive David Zaslav’s proposed golden parachute, which could swell to $887 million, depending on when the transaction closes. His cash, stock and options would be valued at more than $550 million. Warner board members also agreed to pay his tax bill, which could approach $330 million, should the merger be completed by year’s end.

Shareholders, in a non-binding vote, voted against Zaslav’s package.

Paramount’s deal has encountered significant opposition in Hollywood and beyond.

More than 4,000 filmmakers, actors and industry workers, including Ben Stiller, Bryan Cranston, Ted Danson, J.J. Abrams and Kristen Stewart have signed an open letter asking California Atty. Gen. Rob Bonta and other regulators to block the deal.

Opponents fear the consolidation would be lead to massive layoffs and diminish the quality of programming that Warner Bros., CNN and HBO are known for. Hollywood has sustained thousands of layoffs over the last six years; the film production economy hasn’t recovered from shutdowns during the 2023 labor strikes.

“This is already an incredibly consolidated industry where writers have seen merger after merger leave fewer and fewer companies in control of what our members can get paid to write,” Michele Mulroney, president of the Writers Guild of America West, said Wednesday during a press briefing organized by Free Press and other progressive groups that oppose the merger.

“A combined Warner Bros. and Paramount would create a media behemoth with tremendous leverage to reduce content, to raise prices, to increase control of production, to suppress member compensation, worsen working conditions and silence the voices of our members,” Mulroney said.

Trump has long agitated for changes at CNN, and few expect his Justice Department to block the transaction. Defense Department Secretary Pete Hegseth echoed the sentiment. “The sooner David Ellison takes over that network the better,” Hegseth told reporters in March.

It’s unclear whether Bonta or other state attorney generals will file a lawsuit to try to stop the deal. Bonta previously told The Times that his office is reviewing the consolidation.

“This deal can get blocked. I personally think it will get blocked — or undone,” Alvaro Bedoya, former Federal Trade Commission member who now serves as a senior adviser to the American Economic Liberties Project, told reporters Wednesday. He pointed to other proposed mergers that unraveled due to fierce opposition, including the proposed combinations of grocery giants Kroger and Albertson’s.

David Ellison has promised to keep HBO entact and the Paramount and Warner Bros. movie studios humming. He promised cinema owners last week that a combined Paramount-Warner Bros. would release 30 movies into theaters each year.

“This transaction uniquely brings together complementary strengths to create a company that can greenlight more projects, back bold ideas, support talent across multiple stages of their careers,” Paramount said in a statement to push back on the opposition. The company would have the power to “bring stories to audiences at a truly global scale — while strengthening competition by ensuring multiple scaled players are investing in creative talent.”

To finance the Warner takeover, Ellison’s billionaire father, Larry Ellison, has agreed to guarantee the $45.7 billion in equity needed. Bank of America, Citibank and Apollo Global have agreed to provide Paramount with more than $54 billion in debt financing.

Paramount has enlisted a former Trump administration official, lawyer Makan Delrahim, who served as Trump’s antitrust chief during the president’s first term.

In a confident move, Delrahim filed to win the Justice Department’s blessing in December — even though Paramount didn’t have an agreement with Warner Bros. Discovery’s board at the time. In February, a key deadline for the Justice Department to raise issues with Paramount’s proposed Warner takeover passed without comment from the Trump regulators.