transaction

A constellation of stars are lining up against Paramount’s proposed takeover of Warner Bros. Discovery, expressing fears the blockbuster merger would devastate the industry and shrink production jobs.

The letter was signed by nearly 1,000 artists and movie creators, including such big names as Ben Stiller, Bryan Cranston, Noah Wyle, Joaquin Phoenix, Kristen Stewart and Jane Fonda, whose group the Committee for the First Amendment, helped organize the campaign.

“This transaction would further consolidate an already concentrated media landscape, reducing competition at a moment when our industries—and the audiences we serve—can least afford it,” according to the letter. “The result will be fewer opportunities for creators, fewer jobs across the production ecosystem, higher costs, and less choice for audiences in the United States and around the world.”

The Hollywood workforce has shrunk by more than 42,000 jobs between 2022 and 2024, according to a recent study. The economy has not bounced back following shutdowns due to the COVID-19 pandemic, followed by the twin labor strikes three years ago.

Thousands of film workers have been searching for work — but many of the big opportunities have moved abroad.

The strikes prompted studio executives to reset their output after previously spending big to build streaming services to compete with Netflix.

Two other consolidations led to widespread cutbacks: Walt Disney Co.’s acquisition of Fox entertainment assets in 2019, and Discovery’s takeover of AT&T’s WarnerMedia four years ago.

The resulting entity — Warner Bros. Discovery, led by David Zaslav — instituted deep cost cuts and thousands of layoffs to cut expenses because the firm was nearly drowning in deal debt — $43 billion — from the day Zaslav took the helm.

Paramount’s proposed takeover of Warner Bros. would result in a significantly higher debt load, $79 billion in debt, prompting concerns from the group and others about further cuts.

Tech scion David Ellison, son of billionaire Oracle co-founder Larry Ellison, is leading the effort to buy Warner Bros. Discovery to prop up Paramount, which the family acquired in August. Ellison’s Paramount Skydance prevailed in a nearly six month bidding war in late February after Netflix bowed out when the elder Ellison agreed to financially back his son’s $111-billion deal.

Warner shareholders will be asked to approve the merger April 23.

Ellison is pushing to wrap the deal up this summer.

“We are deeply concerned by indications of support for this merger that prioritize the interests of a small group of powerful stakeholders over the broader public good,” the letter said. “The integrity, independence, and diversity of our industry would be grievously compromised. Competition is essential for a healthy economy and a healthy democracy. So is thoughtful regulation and enforcement.”

The group urged California Atty. Gen. Rob Bonta and his fellow state attorneys general to sue to block the transaction.

Bonta has told The Times that his office is reviewing the transaction to see if it violates anti-trust rules. Two historic movie studios, several streaming services and dozens of cable channels would be brought under one roof.

“Media consolidation has already weakened one of America’s most vital global industries,” the group said, “one that has long shaped culture and connected people around the world.”

Bonta’s office is leading the charge against another merger, TV station giant Nexstar Media Group’s $6.2-billion takeover Virginia-based Tegna. Eight state attorneys general, including Bonta, have sued to block that deal. A judge is expected to rule on whether to issue a preliminary injunction later this week.

Billionaire investor Bill Ackman has launched a $65 billion bid to purchase Universal Music, the label representing some of music’s biggest names like Taylor Swift, Kendrick Lamar and Bad Bunny.

As part of the proposed deal, UMG would merge with Ackman’s investment firm, Pershing Square Capital Management, and the company’s stock listing would be relocated from Amsterdam to the New York Stock Exchange.

Pershing Square already holds more than 4.5% of the music giant’s shares. Ackman said the move to a U.S.-based stock exchange would increase the value of UMG .

“UMG’s stock price has languished due to a combination of issues that are unrelated to the performance of its music business and importantly, all of them can be addressed with this transaction,” said Ackman in a statement.

The proposed deal includes Universal Music merging with Pershing Square SPARC Holdings, an acquisition company approved by the Securities and Exchange Commission in 2023. If agreed upon, the proposed transaction could close at the end of the year, according to the company.

Universal Music Group currently has its corporate headquarters in the Netherlands and a local L.A. office in Santa Monica. The label was founded in 1996. Over the years, it’s cemented its reputation as one of the music industry’s “Big Three,” alongside Warner Music Group and Sony Music Entertainment. Universal also controls smaller labels like Republic Records, Interscope Geffen A&M, Capitol Music Group, and Def Jam Recordings.

The news has drawn a level of skepticism, as Ackman will need two-thirds of UMG’s investors to approve the proposed deal, including French billionaire Vincent Bolloré, who is UMG’s largest shareholder with a morethan 18% stake, according to Bloomberg.

If finalized, UMG shareholders would receive €9.4 billion in cash, around €5.05 per share, or roughly $10.9 billion and $5.84 per share.

Investors would receive 0.77 shares in the new merged company. This would value the total consideration package of cash and stock estimated to be worth €30.40 per share, a 78% premium to UMG’s stock price. The transaction will also include the cancellation of 17% of UMG outstanding shares. The new UMG will have 1.541 billion shares outstanding.

UMG’s stock price has jumped over 11% to €19.05 Tuesday morning, due to this potential acquisition.

KTLA-owner Nexstar Media Group said it has closed its deal to acquire rival Tegna’s TV stations, despite opposition from eight state attorneys general who filed a lawsuit to block the merger.

The acquisition was approved by the Federal Communications Commission’s Media Bureau and the Justice Department, Irving, Texas-based Nexstar said Thursday.

“This transaction is essential to sustaining strong local journalism in the communities we serve,” Nexstar founder and Chief Executive Perry Sook said in a statement. “By bringing these two outstanding companies together, Nexstar will be a stronger, more dynamic enterprise — better positioned to deliver exceptional journalism and local programming with enhanced assets, capabilities and talent.”

Sook also mentioned President Trump and FCC Chairman Brendan Carr by name in the statement, saying the company was “grateful” they recognized the “dynamic forces shaping the media landscape” and allowed the transaction to move forward. Trump had supported the deal.

The surprise announcement came only a day after eight state attorneys general, including California’s Rob Bonta, sued to stop the deal, arguing it would give Nexstar too much control of local TV stations. At the time, Bonta said the combination would cause “irreparable harm to local news and consumers who rely on their reporting as a critical source of information.”

Nexstar is the largest TV station owner in the U.S., with 164 outlets including KTLA in Los Angeles. If the merger with Tegna succeeds, Nexstar would have 265 TV stations reaching 80% of the U.S. and multiple outlets in a number of markets.

The suit also claimed it would give the combined company too much leverage in negotiating fees from pay-TV providers that carry their stations, which could raise costs for consumers.

The plaintiffs in the suit also include state attorneys general in Colorado, Connecticut, Illinois, New York, North Carolina, Oregon and Virginia.

FCC Commissioner Anna Gomez said the merger violates the existing national ownership cap of 39% under federal law and said the acquisition did not receive a vote before the entire commission. The FCC approved this deal with waivers, meaning the company can operate in violation of that ownership cap.

“A transaction of this magnitude, which includes new and novel issues before the FCC, demands open deliberation before the full Commission, not a quiet sign-off meant to avoid public scrutiny,” Gomez said in a statement. “Given the increasingly alarming pace of reckless media consolidation, the American public deserves to know how and why this decision was made.”

The FCC did not respond to an immediate request for comment.

Times staff writers Stephen Battaglio and Meg James contributed to this report.

California Atty. Gen. Rob Bonta called out the federal government for largely vacating its role as antitrust regulator, saying it’s now up to California and other states to look out for consumers’ interests.

Bonta, the state’s top law enforcement officer, spoke Thursday at a Capitol Forum conference in Beverly Hills on antitrust issues and the future of Hollywood. His appearance came just days after the U.S. Department of Justice settled its case against Live Nation and Ticketmaster a week into a high-stakes trial, leaving state attorneys general to try to continue to fight that battle on their own.

The Justice Department’s about-face revealed a major fracture in antitrust enforcement. State attorneys general — particularly in Democratic-controlled states — say their role is becoming increasingly important to challenge alleged anti-competitive behavior.

President Trump has “abdicated the federal administration’s responsibilities to hold big corporations accountable to the law and protect a competitive marketplace,” Bonta said.

Bonta’s appearance comes as another major Hollywood merger appears to be sailing through its federal review with Trump’s tacit approval: Paramount Skydance’s proposed $110-billion deal for Warner Bros. Discovery.

The merger, announced late last month, has rattled Hollywood unions and some antitrust experts. It would combine legendary film studios, robust television production units and two prominent news organizations, CBS News and CNN, as well as dozens of cable channels.

“Paramount and Warner Bros. haven’t cleared regulatory scrutiny,” Bonta said. “My office has an open investigation into [the deal] and we intend to be vigorous in our review.”

California could bring its own lawsuit to block Paramount’s takeover, or join with other state attorney generals to launch legal proceedings to try thwart the deal or extract concessions — even if the Justice Department ultimately clears David Ellison’s deal.

Bonta outlined various concerns, including a continued contraction of Hollywood’s labor market, the consolidation of streaming services — Paramount+, HBO Max, Pluto and Discovery+ — and potentially higher prices and lower wages.

“There’s no industry as iconically California as the entertainment industry,” Bonta said. “It’s baked into California’s DNA.”

California Attorney General Rob Bonta vowed to drill into Paramount Skydance’s proposed takeover of Warner Bros. Discovery.

(Paul Kuroda/For The Times)

Paramount filed for Justice Department approval in December .

The maneuver started the regulatory review clock. And last month a key deadline for the Justice Department to raise concerns about Paramount’s proposed acquisition of Warner passed without comment from Washington.

Paramount has said it could finalize its deal by the end of September.

The architect of Paramount’s strategy, Chief Legal Officer Makan Delrahim, delivered his own keynote address, stressing the Ellison-family’s acquisition of Warner Bros. would not reduce competition and instead would be “a huge win for the creative community.”

“Paramount’s transaction with Warners is an opportunity to expand output, to grow the number of movies, shows and other content we are offering to the consumer,” Delrahim said, adding that will result in “more job opportunities,” including in Southern California, which is reeling from a production flight to other states and countries.

Delrahim conceded that Paramount was driven to buy Warner Bros. — it prevailed after Netflix bowed out — because Paramount is not big enough to compete in an industry dominated by technology giants.

He criticized the proposed Netflix deal, saying he doubted it would have passed regulatory muster due to Netflix’s strength in the streaming market.

Paramount still needs to win the support of Warner shareholders, and also gain regulatory approvals from the Justice Department, state attorney generals and overseas governments.

“This deal is a big win for Los Angeles, for California and for all communities that embrace filmmaking,” Delrahim said.

Tech mogul Larry Ellison has personally guaranteed the $45.7-billion in equity needed for the transaction . The company would have to take on more than $60-billion in debt — raising concerns among Hollywood workers about large-scale cost-cuts and layoffs.

“What is Paramount doing is …paying $110 billion to take out a rival,” said attorney Ethan E. Litwin, a former lawyer for TV networks, who also spoke at the conference. “When you take out a major rival in a highly concentrated industry … you are taking out competitors for projects. “

Bonta declined to say whether he would try to stop the Paramount-Warner merger.

Progressive State Leaders Committee, an affiliate of the Democratic Attorneys General Association, in December hired Rohit Chopra, a former director of the Consumer Financial Protection Bureau and former commissioner on the Federal Trade Commission, as a senior advisor. He will help coordinate efforts as the group, including Bonta, wages antirust enforcement battles.

“The federal government is just not enforcing the law,” Chopra said during Thursday’s conference. “Our states are really the last line of defense.”

WASHINGTON — House lawmakers were digging into Jeffrey Epstein’s sprawling financial portfolio on Wednesday as a committee deposed his former accountant and tried to understand his connections to some of the world’s wealthiest men.

Richard Kahn, who worked closely with Epstein for years and now serves as an executor of his estate, appeared for the closed-door deposition on Capitol Hill. He told lawmakers that he had not personally seen evidence of Epstein’s sexual abuse, but provided a fuller picture of how Epstein acquired his wealth. The wealthy financier made hundreds of millions of dollars over two decades, during which he struck up friendships with some of the world’s most powerful men.

Kahn “was under the impression that Epstein made his money as a tax advisor and a financial planner,” said Rep. James Comer, the Republican chair of the House Oversight Committee. Lawmakers argued that a fuller picture of Epstein’s finances could help the public understand how, for years, he was able to get away with trafficking and sexually abusing underage girls.

“Jeffrey Epstein’s sex trafficking ring would not have been possible without Richard Kahn, who managed Epstein’s money for years, authorized payments, including payments to victims and survivors,” said Rep. James Walkinshaw (D-Va.), who added that Kahn told them he was unable to recall details of some of the transactions and communications that he was asked about.

Kahn has said that he was unaware of Epstein’s sexual abuse and had not seen any of his victims.

Comer (R-Ky.) also said that lawmakers confirmed during the deposition that Epstein received significant amounts of money from former retail shopping chain executive Les Wexner, hedge fund manager Glenn Dubin, tech entrepreneur Steven Sinofsky, investor Leon Black and the Rothschilds, a wealthy banking family.

None of those people have been accused of wrongdoing in their relationships with Epstein, but Democrats on the committee argued that anyone with ties to the wealthy financier should be scrutinized. Wexner was deposed by the committee last month, and Comer has also called on Black, among several others, to appear for transcribed interviews.

Kahn also told lawmakers that Epstein had financial ties to Ehud Barak, who was the prime minister of Israel from 1999 to 2001, according to Democratic Rep. Suhas Subramanyam. Barak has not been accused of wrongdoing and has said he regrets his friendship with Epstein.

Comer also said Wednesday that the committee has reviewed over 40,000 documents that it subpoenaed from JPMorgan Chase and Deutsche Bank. Epstein was connected to at least 64 business entities, according to Comer.

Republican President Trump has strongly denied any wrongdoing in his own ties to Epstein, and Comer said that Kahn had never seen any financial transactions between Epstein and Trump. Comer said that Kahn is the latest witness to testify that they had never seen Trump doing anything wrong with Epstein.

“The investigation’s about getting the truth to the American people, trying to figure out how the government failed, answer questions we all have,” Comer said.

Groves writes for the Associated Press.