warner bros. discovery

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.”

Scott MacFarlane, a high-profile hire for CBS News five years ago, announced Monday he is leaving the network.

MacFarlane told colleagues in an email that the departure is his decision.

“I will always value the opportunity I had to work alongside the talented and committed professionals here,” MacFarlane said. “I’m proud to have had the words ‘CBS correspondent’ next to my name and always will be.”

MacFarlane added that he looks forward to “some independence and finding new spaces to share my work in line with my personal goals.”

MacFarlane is the first significant name to depart CBS News since parent company Paramount won its bid to acquire Warner Bros. Discovery on Feb. 27. CBS News is likely to be combined with Warner Bros. Discovery‘s CNN if the deal gets regulatory approval.

Journalists at CBS News have also been concerned over the moves by Bari Weiss, the contrarian opinion writer and founder of the digital news site the Free Press who was brought in as editor in chief of the division. Weiss was recruited by Paramount Chief Executive David Ellison with a mandate to move CBS News to the political center.

Weiss is expected to make significant changes to “60 Minutes” and other CBS News programs in the coming months.

Executives at other TV news organizations say privately that they are seeing a heavy influx of resumes from CBS News journalists due to the upheaval at the company.

MacFarlane covered Congress and the Justice Department. CBS viewers saw him featured during extended network coverage of the State of the Union addresses and election nights.

MacFarlane was in Butler, Pa., during the assassination attempt of President Trump in July 2024. He reported the first accounts of the shooting scene and emergency responses moments after the shots were fired.

Before arriving at CBS News, MacFarlane served for eight years as an investigative reporter for WRC-TV, the NBC station in Washington, D.C.

Paramount’s $111-billion deal to acquire Warner Bros. Discovery will put two of the most storied journalism brands — CNN and CBS News — under one roof.

The combination has been proposed before with the aim of consolidating news-gathering costs. Those plans fell apart largely over who would be in control.

But if the Paramount-WBD transaction is approved by regulators, CNN and CBS News will be forced into potentially rocky marriage where they will have to sort out leadership roles, personnel and editorial direction.

It’s still too early to determine what those moves will be and how widely they will be felt.

Last week CNN Chief Executive Mark Thompson told his troops to avoid “jumping to conclusions about the future.”

But what is certain is that every permutation will be scrutinized closely due to the fraught relationships both CNN and CBS News have with the Trump administration.

“There have been many conversations over the years about combining CBS News and CNN,” said Jon Klein, a digital media entrepreneur who previously held leadership roles at both organizations. “But this time, it’s different. The business case always made sense — but today you’ve got the overlay of the political agenda.”

Before Paramount prevailed in its bid for CNN’s parent, Paramount Chief Executive David Ellison’s father Larry Ellison reportedly discussed changes to the network with Trump. For years, Trump has made CNN the poster child of his “fake news” claims and impugned many of its journalists.

“What has David Ellison and Larry Ellison promised Donald Trump with regard to what they’re going to do with CNN?” said one former executive. “Before you even get through the hurdles of doing this, that’s the overriding question. Are they going to fire anchors Trump doesn’t like?”

There is also apprehension at CBS News, where David Ellison installed Bari Weiss as editor-in-chief in October, with a mandate to have network’s coverage appeal to the political center.

CBS News editor-in-chief Bari Weiss with Turning Point USA’s Erika Kirk at a town hall that aired Dec. 20.

(CBS Photo Archive / CBS via Getty Images)

Weiss — founder of the independent media company The Free Press — came into the role with no experience running a TV news organization, building her reputation as an opinion writer with contrarian views and a disdain for woke ideology.

The former New York Times opinion writer, who is staunchly pro-Israel, drew criticism over the weekend for putting a fire emoji over a comment criticizing New York City Mayor Zohran Mamdani’s condemnation of the U.S. military action in Iran — an unusual public reaction for the head of a major news organization.

Weiss wasted no time taking on the prestigious CBS news magazine “60 Minutes,” which has long been a stubbornly independent operation. She delayed a story on the harsh El Salvador prison used by the U.S. to house undocumented migrants saying it needed more reporting. The story’s correspondent Sharyn Alfonsi accused CBS News management of placating the White House, turning the decision into a public relations fiasco for the network.

Significant changes are coming to “60 Minutes” later this spring, with one or more of its correspondents possibly being replaced, according to people familiar with Weiss’ plans who were not authorized to comment. Weiss has also expressed interest in hiring right-leaning on-air talent for CBS News.

Weiss arrived after Paramount settled a Trump lawsuit with the dubious claim that a “60 Minutes” interview with then-Vice President Kamala Harris was deceptively edited to aid her 2024 presidential election campaign against him.

The willingness to settle the suit was largely seen as Paramount capitulating to Trump in order to get government approval of its merger with Skydance Media. The Ellisons’ tight relationship with Trump was also seen as an asset in their successful pursuit of Warner Bros. Discovery.

The stew of issues bubbling through the transactions is why most of the rank and file at CNN rooted for Netflix to prevail in its bidding for Warner Bros. Discovery. The Netflix bid for WBD did not include CNN or the company’s cable networks, which in the words of one insider would have made it “a stay of execution.”

Now CNN staffers, speaking on the condition of anonymity, are bracing for upheaval. When they look at CBS News navigating the changes under Weiss, they are reminded what they went through after Warner Bros. Discovery took over their network and tried to push the coverage to the center.

After a declaration by WBD Chief Executive David Zaslav that the network needed to be more accommodating to conservative voices — and the telecast of a rowdy Trump town hall — CNN experienced an exodus of viewers.

But the biggest fear that the merger brings is consolidation and the loss of jobs. CNN has 3,400 employees while CBS News is at around 1,000. Cost-cutting is expected to be aggressive across the combined Paramount-WBD, which will have a mountain of debt to service.

The parent companies of CBS and CNN have discussed merging or sharing news-gathering operations and on-air talent numerous times over several decades. In 2019, Viacom, the CBS News parent at the time, had a deal in place to pay CNN an annual license fee to provide international coverage.

Under that plan, CBS would have maintained a few of its signature overseas correspondents, while shuttering its bureaus around the world. But Viacom backed out of the deal.

CNN’s international coverage has long been its calling card and its likely the network will handle that reporting for CBS News once Paramount takes ownership.

Combining the news-gathering operation stateside will be trickier, as CBS News has employees and vendors that operate under contracts with the Writers Guild of America East, SAG-AFTRA and other unions. CNN is a non-union shop.

Resolving the union issue has been a snag in every previous discussion to combine CBS News and CNN over the years, according to several former executives at both outlets.

CNN news anchor Anderson Cooper in New York in 2016.

(Associated Press)

Another development worth watching is what role Anderson Cooper will play in the merged operation. Cooper signed a new deal with CNN last year, but turned down an offer to remain as a “60 Minutes” correspondent, a role he’s had since 2007.

CBS News has pursued Cooper several times over the years to be its evening news anchor. There was even a proposal in 2018 for him to helm “CBS Evening News” while keeping his nightly prime time program on CNN. That idea was shot down at CNN, where leadership believed he was unique to the network’s brand.

In a statement, Cooper cited a desire to spend more time with his two children as the reason for passing on another “60 Minutes” deal. However, associates have said his wariness over the direction of CBS News under Weiss made his decision easier.

Now Cooper is likely headed into the CNN-CBS News tent, which may make him feel a bit like Michael Corleone in “Godfather III” when he said “Just when I thought I was out, they pull me back in!”

Paramount Skydance’s jubilation over its come-from-behind victory to claim Warner Bros. Discovery has entered a new phase:

Call it the deal-debt hangover.

Two major ratings agencies have raised concerns about Paramount’s credit because of the enormous debt the David Ellison-led company will have to shoulder — at least $79 billion — once it absorbs the larger Warner Bros. Discovery, bringing CNN, HBO, TBS and Cartoon Network into the Paramount fold.

Fitch Ratings said Monday that it placed Paramount on its “negative” ratings watch, and downgraded its credit to BB+ from BBB-, which puts the company’s credit into “junk” territory. Fitch said it took action due to “uncertainty” surrounding Paramount’s $110-billion deal for Warner Bros. Discovery, which the boards of both companies approved on Friday.

S&P Global Ratings took similar action.

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.

“Potential credit risks include the prospective debt-funded structure, Fitch’s expectation of materially elevated leverage and limited visibility on post-transaction financial policy and capital structure,” Fitch said.

Late last week, Paramount sent $2.8 billion to Netflix as a “termination fee” to officially end the streaming giant’s pursuit of Warner Bros. That payment paved the way for Warner and Paramount’s board to enter into the new merger agreement.

Paramount hopes the merger will be wrapped up by the end of September. It needs the approval of Warner Bros. Discovery shareholders and regulators, including the European Union.

Paramount executives acknowledged this week the new company would emerge with $79 billion in debt — a considerably higher total than what Warner Bros. Discovery had following its spinoff from AT&T. That 2022 transaction left Warner Bros. Discovery with nearly $55 billion of debt, a burden that led to endless waves of cost-cutting, including thousands of layoffs and dozens of canceled projects.

Warner still has $33.5 billion in debt, a lingering legacy that will be passed on to Paramount.

Paramount plans to restructure about $15 billion in Warner Bros. Discovery’s existing debt.

Paramount CEO David Ellison at a 2024 movie premiere for a Netflix show.

(Evan Agostini / Invision / AP)

Paramount told Wall Street it would find more than $6 billion in cost cuts or “synergies” within three years — a number that has weighed heavily on entertainment industry workers, particularly in Los Angeles.

Hollywood already is reeling from previous mergers in addition to a sharp pullback in film and television production locally as filmmakers chase tax credits offered overseas and in other states, including New York and New Jersey.

Some entertainment executives, including Netflix Co-Chief Executive Ted Sarandos, have speculated that Paramount will need to find more than $10 billion in cost cuts to make the math work. More recently, Sarandos went higher, telling Bloomberg News that Paramount may need $16 billion in cuts.

Cognizant of widespread fears about additional layoffs, Paramount Chief Operating Officer Andrew Gordon took steps this week to try to tamp down such concerns.

Gordon is a former Goldman Sachs banker and a former executive with RedBird Capital Partners, an investor in Paramount and the proposed Warner Bros. deal. He joined Paramount last August as part of the Ellison takeover.

During a conference call Monday with analysts, Gordon said Paramount would look beyond the workforce for cuts because the company wants to maintain its film and TV production levels.

Paramount plans to look for cost savings by consolidating the “technology stacks and cloud providers” for its streaming services, including Paramount+ and HBO Max, Gordon said. The company also would search for reductions in corporate overhead, marketing expenses, procurement, business services and “optimizing the combined real estate footprint.”

It’s unclear whether Paramount would sell the historic Melrose Avenue lot or simply centralize the sprawling operations onto the Warner Bros. and Paramount lots in Burbank and Hollywood.

Workers are scattered throughout the region.

HBO, owned by Warner Bros. Discovery, maintains its West Coast headquarters in Culver City; CBS television stations operate from CBS’ former lot off Radford Avenue in Studio City; and CBS Entertainment and Paramount cable channels executive teams are located in a high-rise off Gower Street and Sunset Boulevard, blocks from the Paramount movie studio lot.

“The combination of PSKY and WBD could create a materially stronger business than either individual entity,” Standard & Poor’s said in its note to investors. “However, this transaction presents unique challenges because it would involve the combination of three companies, with the smallest, Skydance, being the controlling entity.”

David Ellison’s production firm, Skydance Media, was the entity that bought Paramount, creating Paramount Skydance.

Ellison has not announced what the combined company will be called.

Paramount shares closed down more than 6% Tuesday to $12.45.

Warner Bros. Discovery fell 1% to $28.20. Netflix added less than 1% to close at $97.70.

Paramount Skydance is betting its future on its streaming business, as gains at the media and entertainment company’s Paramount+ platform helped boost earnings for the fiscal fourth quarter of 2025.

On Wednesday, Paramount reported $8.1 billion in revenue for the three-month period that ended Dec. 31, up 2% compared to the previous year’s quarter. That was due to growth in its streaming business, which saw a 10% increase in quarterly revenue to $2.2 billion, as well as gains at Paramount’s filmed entertainment segment, which reported revenue of $1.3 billion,an increase of 16% compared to the previous year.

The company’s TV media business, however, had a tougher quarter.

That segment reported revenue of $4.7 billion, down 5% compared to last year, as traditional broadcast networks continue tolose subscribers. Paramount also cited a 10% decrease in advertising, partially due to a drop in political spending and not having the Big 10 championship as it did in 2024.

Paramount reported an operating loss of $339 million, which included $546 million in restructuring and transaction-related costsattributed to its merger with Skydance last year. Diluted losses per share totaled 52 cents, compared to a loss of 33 cents during the prior year.

Chief Executive David Ellison praised the company’s progress under his tenure, noting that investments in the film studio, original series, UFC and tech upgrades to Paramount+’s streaming platform and advertising would build momentum in the coming years.

“It’s been six months, but we really do feel good about the work the team has done to date,” he said during an earnings call with analysts Wednesday afternoon. “You can expect that to accelerate into the future quickly.”

The company said it expects total revenue of $30 billion for 2026, which would mark a 4% increase compared to 2025. Paramount signaled the primary driver of that growth will be its streaming business, though the company also anticipates a boost from its studio segment.

Company executives declined to answer questions on the call about Paramount’s bid to acquire rival Warner Bros. Discovery.

The only mention of the ongoing fight was in Paramount‘s letter to shareholders, which noted that the company was “confident” in its standalone strategy and growth trajectory, but that adding Warner would be an “accelerant to achieving these goals more quickly” and in a way that would be “economically compelling” for Paramount’s shareholders.

Paramount submitted a higher bid Monday offering $31 a share in cash to Warner Bros. Discovery investors. Previously, the offer was $30 a share.

The company also agreed to pay $7 billion to Warner should the deal fail to clear various regulatory hurdles. That was a $2 billion increase. (The previous commitment was $5 billion.)

Paramount reaffirmed that it would cover the $2.8 billion termination fee that Warner would owe Netflix if Warner abandoned its deal with the streamer.

Paramount also said it would pay a so-called ticking fee sooner. Now, the company said it would pay an additional $0.25 per quarter to shareholders after Sept. 30 until a Paramount-Warner transaction closed. It also agreed to cover Warner’s potential $1.5 billion in financing costs associated with a planned debt exchange offer.

Additionally, Paramountsaid it “agreed to an obligation to contribute additional equity funding to the extent needed to support the solvency certificate required by PSKY’s lending banks.” That provision was offered because Warner board members have expressed concerns that Paramount may not be able to round up sufficient financing to close such a gargantuan deal.

But the company’s earnings — and the declines its facing in its own TV business — raised concerns about the potential Warner acquisition, John Conca, analyst at Third Bridge, wrote in an email.

“It is becoming questionable why leadership is aggressively pursuing [Warner], a deal that would effectively double their exposure to dying linear networks while also creating even more massive integration headaches,” he said.

Warner Bros. Discovery said Tuesday that it was “reviewing” a revised offer from Paramount Skydance — the latest twist in the high-profile auction to claim one of Hollywood’s corporate jewels.

The company did not provide any details of Paramount’s bid. Paramount separately confirmed that it submitted a revised offer.

In a short statement, Warner acknowledged that Paramount had submitted a modified proposal to buy all of the company’s outstanding shares and that board members were evaluating the offer “in consultation with our financial and legal advisors.”

“We will update our shareholders following the Board’s review,” Warner said.

The Larry Ellison-backed Paramount had been facing a late Monday night deadline to boost its bid to claim the company that owns CNN, HBO, TBS and the storied Warner Bros. movie and film studios. Last week, the auction’s winning bidder — Netflix — agreed to allow Warner Bros. Discovery to reopen talks with Paramount for seven days to determine whether Paramount would bring more money to the table.

Warner instructed Paramount to present its “best and final” offer.

Netflix has matching rights should Warner Bros. Discovery reverse course and accept the Paramount bid.

The move comes nearly three months after Warner’s board unanimously agreed to sell HBO and studio assets, including its deep library that includes Superman, Harry Potter, Scooby-Doo, “Game of Thrones,” and “The Big Bang Theory,” to Netflix for $27.75 a share.

Netflix’s deal, valued at $82.7 billion, does not include Warner’s basic cable channels, including CNN, TBS and HGTV.

Those channels are slated to be spun off to a new company later this year.

But Paramount, managed by scion David Ellison, has repeatedly cried foul, saying its cash bid for all of Warner Bros. Discovery, including the Warner cable channels, would be more lucrative for shareholders. Paramount, which enjoys friendly relations with President Trump, has also boasted that it has a more certain path to win U.S. regulatory approval compared to Netflix.

But Warner Bros.’ board has stuck with Netflix’s bid, saying the streaming giant’s financing was more secure.

“The Netflix merger agreement remains in effect, and the Board continues to recommend in favor of the Netflix transaction,” Warner said in its Tuesday statement.

Warner Bros. Discovery told Paramount last week that it expected the billionaire Ellison to put more money into the deal.

Paramount has previously said that the tech billionaire would guarantee more than $41 billion in equity financing that was needed to pull of the more than $108-billion take-over.

Under Paramount’s previous offer, the Ellison family was planning to contribute about $12 billion. Another $24 billion was expected to come from the royal families from Saudi Arabia, Qatar and Abu Dhabi.

In recent weeks, Paramount agreed to cover a $2.8 billion break-up fee that Warner would owe Netflix should Warner walk away from the Netflix deal. Paramount also suggested that it would increase its offer to at least $31 a share.

The move comes amid heightened political interest in the monumental deal that would reshape Hollywood.

The Department of Justice is investigating whether a Netflix takeover, or Paramount’s alternative bid, would harm competition.

Republican lawmakers have been critical of the Netflix deal, saying it would blunt competition.

President Trump has said he didn’t plan to get involved in the investigation, but over the weekend he threatened Netflix, writing on social media that Netflix must fire Susan Rice, a former high-level Obama and Biden administration official, from its board or “pay the consequences.”

Warner Bros. Discovery is consulting with investment bankers from Allen & Company, J.P. Morgan and Evercore and the law firms Wachtell Lipton and Debevoise & Plimpton.