Warner

Warner Bros. Discovery shareholders will soon render a verdict on Hollywood’s biggest merger in nearly a decade.

Warner has set an April 23 special meeting of stockholders to vote on the company’s proposed sale, for $31-a-share, to the Larry Ellison family’s Paramount Skydance.

The $111-billion deal is expected to reshape the entertainment industry by combining two historic film studios, dozens of prominent TV networks, including CBS, HBO, HGTV and Comedy Central, streaming services and prominent news organizations, CNN and CBS News. The tie-up would give Paramount such beloved characters as Batman, Wile E. Coyote, and Harry Potter, television shows including “Hacks,” and “The Pitt,” and a rich vault of movies that includes “Casablanca,” and “One Battle After Another.”

The $31-a-share offer represents a 63% increase over Paramount Chairman David Ellison’s initial $19-a-share proposal for the company in mid-September, and a staggering 150% premium over Warner’s stock’s trading levels prior to news of Ellison’s interest.

“This transaction is the culmination of the Board’s robust process to unlock the full value of our world-class portfolio,” Warner Bros. Discovery Chief Executive David Zaslav said Thursday in a statement. “We are working closely with Paramount to close the transaction and deliver its benefits to all stakeholders.”

Paramount hopes to finalize the takeover by September. It has been working to secure the blessing of government regulators in the U.S. and abroad.

Should those regulatory deliberations stretch beyond September, Paramount will pay shareholders a so-called “ticking fee” — an extra 25 cents a share for every 90-day-period until the deal closes.

The transaction will leave the combined company with nearly $80-billion in debt, a sum that experts say will lead to significant cost cuts.

Paramount Skydance Chairman and CEO David Ellison attends President Trump’s State of the Union address three days before clinching his hard-fought Warner Bros. Discovery deal.

(Mark Schiefelbein / Associated Press)

For weeks it appeared that Netflix would scoop up Warner Bros.

Netflix initially won the bidding war in early December with a $27.75 offer for the studios and streaming services, including HBO Max. But Ellison refused to throw in the towel. He and his team continued to lobby shareholders, politicians and Warner board members, insisting their deal for the entire company, including the cable channels, was superior and they had a more certain path to win regulatory approval.

The Ellison family is close to President Trump. This week, Trump named Larry Ellison to a proposed White House council on technology issues, including artificial intelligence.

Warner’s board, under pressure, reopened the bidding in late February to allow Paramount to make its case. Warner board members ultimately concluded that Paramount’s bid topped the one from Netflix and the streamer bowed out. Paramount paid a $2.8-billion termination fee to Netflix and signed the merger agreement on Feb. 27.

Warner’s board is advising its shareholders to approve the Paramount deal. Failure to cast a vote will be the same as a no-vote, according to the company’s proxy.

Warner’s largest shareholders include the Vanguard Group, BlackRock, Inc. and State Street Corp.

Zaslav has significant stock and options holdings, worth about $517 million at the deal’s close, according to the proxy.

The regulatory filing also disclosed that a mysterious bidder had surfaced at the auction’s 11th hour.

A firm called Nobelis Capital, Pte., reportedly based in Singapore, alerted Warner on Feb. 18 that it was willing to pay $32.50 a share in cash.

The firm said it had placed $7.5 billion into an escrow account. However, Warner’s bankers “could not find the purported deposit at J.P. Morgan,” according to the proxy. And there was no evidence that Nobelis had any assets or any “equity or debt financing” lined up, Warner said, adding that it “took no further action with respect to the Nobelis proposal.”

Should Paramount Skydance prevail in its $111-billion takeover of Warner Bros. Discovery, the Larry Ellison family would control two historic Hollywood film studios, dozens of cable channels, HBO and two legendary newsrooms, CBS News and CNN.

Concerns about the potential loss of more Hollywood jobs, and questions about newsroom independence dominated a hearing Friday to address Los Angeles’ crisis of shrinking film and TV production jobs.

Paramount wants to wrap up its Warner merger by September — a rapid timetable. The takeover deal, which was struck last month after Netflix bowed out, would put HBO and CNN under the control of Larry Ellison and his son David, the chairman of Paramount, which includes CBS.

Both Ellisons maintain friendly relations with President Trump. Those bonds, along with challenges to legacy media and changes at CBS News in recent months, sparked handwringing during the hearing called by Sen. Adam Schiff (D-Burbank) and Rep. Laura Friedman (D-Glendale).

“The questions surrounding this merger go beyond jobs, contracts and consumers,” Schiff said. “They also go to editorial independence of two of America’s most significant news organizations, CNN and CBS News.”

Trump has long agitated for changes at CNN, and members of his cabinet, including War Secretary Pete Hegseth, have openly cheered for an Ellison takeover of CNN.

To pave the way for the Ellisons’ purchase of Paramount, the company paid $16 million to Trump last summer to settle his lawsuit over edits to a “60 Minutes” interview with Kamala Harris in October 2024. Most 1st Amendment experts had deemed Trump’s suit “frivolous.”

Since the Ellisons took the helm, there has been a change in direction at CBS News and a reduction in its size and scope. Staff members at CNN are bracing for similar changes, including to the tone of its newscasts.

In addition to the long-term health of Los Angeles’ film economy, the merger’s fate could determine “whether we have state sponsored media … or whether we have journalists who can truly follow the story,” Friedman said.

A Paramount spokesperson declined to comment.

The deal is currently before regulators in the U.S. and abroad.

Paramount Chairman David Ellison has vowed to “build a stronger Hollywood,” by increasing the creative output of the two legendary movie studios — Paramount and Warner Bros. — to 30 theatrical releases a year. Warner Bros., which owns such prominent franchises as “The Matrix,” Batman, Harry Potter, “The Big Bang Theory,” and “Friends,” has long been one of Hollywood’s most prolific studios.

But Paramount has suffered from years of under-investment and Ellison and his team have been working to boost the film pipeline.

Ellison has also pledged to keep both studio lots and preserve HBO.

“HBO will continue to operate independently under our ownership, enabling it to create more of the world-class content it is renowened for,” Ellison wrote in the Feb. 28 letter to Schiff and Friedman, responding to their concerns about consolidation.

During Friday’s hearing, the lawmakers turned to former CNN anchor Jim Acosta, who famously jousted with Trump during his first term, for his reflections. He was asked whether any “guardrails” could protect against potential merger harms.

“If this merger goes through, the guard-rails are gone,” Acosta said bluntly. “If we continue to go down this road it will be lights-out for the news industry… We need media options that are not controlled by the wealthiest and most powerful people in the country.”

The hearing occurred the same day that CBS News imposed another sweeping round of layoffs and disbanded its CBS News radio network. It also came the same week as Trump’s Federal Communications Commission approved a massive television station merger, which will allow Texas-based Nexstar Media Group to control more than 250 stations, despite a legal challenge from state attorneys general.

The proposed Paramount-Warner merger would prompt at least $6 billion in cost savings, according to Paramount. Industry veterans warn that billions more in cuts may be necessary to make the deal math work.

A combined Paramount-Warner would carry nearly $80 billion in debt, a legacy of the proposed leveraged buyout and the mergers that came before it.

The hearing at Burbank City Hall —“Lights, Camera, Competition”: Promoting American Film Production,” — was wide-ranging. Award-winning actor Noah Wyle, the star and a producer of Warner Bros.’ “The Pitt,” discussed the need to bring more productions back to Los Angeles where thousands of out-of-work film professionals have been suffering. “The Pitt” is filmed in Burbank.

“Over the last six years, the aggregate effect of projects leaving the state in search of tax credits, the pandemic and last year’s fires has been a near cratering of our once thriving industry,” Wyle said. “We lost 42,000 film and TV jobs between 2022 and 2024.”

The hearing unfolded down the road from the massive Warner Bros. studio complex, and was held to explore ways to boost the Hollywood economy, including the potential for a national tax credit under consideration in Congress. The campaign is intended to keep film jobs in the U.S. amid an increased migration to Britain, where Warner Bros. maintains an expansive studio complex in London, and other countries that offer generous subsidies.

“Work in the entertainment industry is precarious,” said Matthew D. Loeb, International President of the International Alliance of Theatrical Stage Employees (IATSE). “Past studio mergers have meant fewer jobs.”