warner bros. discovery

Paramount Skydance Chief Executive David Ellison isn’t waving a white flag.

After Paramount agreed Friday to delay its proposed merger with Warner Bros. Discovery to battle a stiffer-than-anticipated antitrust challenge from California Atty. Gen. Rob Bonta and 11 other state attorneys general, Ellison is resetting expectations. In a Monday memo to employees, Ellison wrote that he still believes his mammoth merger will be consummated in the coming months.

Paramount stock has lost about 20% of its value since the beginning of July amid concerns that the company will have to shoulder higher costs to get its $111-billion Warner Bros. acquisition across the finish line. Friday’s agreement with the state attorneys general to delay the merger’s close until after an antitrust trial, which will likely be held in 2027, also was unsettling to shareholders and some employees.

Paramount Skydance shares closed at $8.03, down 2.19% Monday afternoon.

“Let me be clear: we remain highly confident that this transaction does not pose any legal issues, and we will complete it and bring these two companies together,” Ellison wrote in the memo shared with media outlets.

Paramount’s internal teams and Warner Bros. have been diligently working to lay the groundwork for the two rival companies to integrate their operations. The rush had been on because Ellison wanted to close the deal this week — or at least by the end of September — to avoid a higher payout to Warner shareholders.

However, Paramount suspended such ambitions on Friday, agreeing to delay the merger until after a trial to litigate the merits of the antitrust case brought by Bonta and the other Democrats. Oregon, Washington, Colorado, Nevada, New Mexico, New Jersey and New York are among the states joining California in the fight.

The Writers Guild of America separately sued this month, alleging the merger would harm writers. Over the weekend, SAG-AFTRA announced that it supports the state attorneys general as they try to beat back the merger.

“Our members have every right to expect that the government will do thorough regulatory oversight when a deal of this magnitude takes place,” SAG-AFTRA President Sean Astin said in a statement.

“The workers in this industry should not have to rely on promises and aspirational statements,” he added. “This isn’t a conversation about shareholder value, it’s about the survival of the entertainment business in America.”

Teamsters already have spoken out against the deal.

Bonta and fellow attorneys general from Democrat-led states have argued the deal would violate the century-old Clayton Antitrust Act in three markets: wide-release theatrical films, potential blockbuster movies and cable television channel concentration.

U.S. District Judge Araceli Martínez-Olguín, who is overseeing the antitrust suit filed by Bonta two weeks ago, wrote in an order last week that the plaintiff states had presented “compelling evidence” that the proposed merger may violate U.S. antitrust law.

California Atty. Gen. Rob Bonta is leading an effort of 12 state attorneys general attempting to block Paramount Skydance’s $111-billion takeover of Warner Bros. Discovery.

(Genaro Molina / Los Angeles Times)

Paramount disputes that. The firm, controlled by the Larry Ellison family, has pointed to regulatory approvals it has already garnered, including from the U.S. Department of Justice, which found its acquisition of Warner Bros. Discovery would not harm competition.

The deal also won clearances from regulators representing 65 jurisdictions, including Australia, China, the European Commission, Germany, France, Spain and Canada. Paramount has pointed to those approvals as proof that the law is on its side.

In his memo, Ellison said delaying the deal until after a trial before Martínez-Olguín made sense.

“We believe this is the right path because the facts and the law are on our side, and a full hearing will demonstrate why the plaintiffs’ arguments should not prevail,” Ellison wrote.

Paramount Skydance has agreed to delay its purchase of Warner Bros. Discovery to as late as next June as David Ellison’s media company mounts its defense to the antitrust challenge brought by California Atty. Gen. Rob Bonta and his coalition of 11 other state attorneys general.

The major concession comes as Paramount was facing an Aug. 3 hearing to try to convince U.S. District Judge Araceli Martínez-Olguín that its proposed $111-billion deal — which would reshape Hollywood with the combination of two historic studios — would not violate U.S. antitrust laws.

The judge appeared to be leaning toward the arguments of the state attorneys general, who have alleged the proposed union of two big film studios and television networks including HBO, CBS, CNN, Comedy Central, Nickelodeon and TBS, runs afoul of the 112-year-old Clayton Antitrust Act.

In a stipulation filed Friday, Paramount agreed to hold off on closing its blockbuster purchase until after the states’ antitrust case can be decided in a trial before the Oakland-based judge or by June 1, 2027, whichever date comes first.

The move came after Martínez-Olguín issued a temporary restraining order earlier in the week — requested by Bonta and the others — which paused the deal until next month’s preliminary injunction hearing when she was set to decide whether a lengthy moratorium should be imposed.

Privately, Paramount officials were worried they might lose that round before Martínez-Olguín, so, during negotiations with the states, Paramount stipulated that it would not close the deal on its preferred timetable.

Paramount had wanted to finalize the takeover this month — or at least have it wrapped up by Sept. 30.

In a statement, Bonta celebrated the delay as “great news for audiences, movie theaters, and the many people who write, build, and create the art, news, and entertainment so many of us enjoy.”

“Our argument against this illegal merger is straightforward: When too few corporations have too much power in markets central to American life, it makes things more expensive, and it makes things worse,” Bonta said.

Now, Paramount will incur added deal costs and significant legal fees as it prepares the case for a full-blown trial. Paramount, in a statement, framed the delay as “a significant win” for the company.

“The result is exactly what we have sought from the outset: a direct path to a trial based on the evidence,” a Paramount spokesperson said in a statement. “This is the fastest and clearest way to prove that this transaction is good for competition, good for consumers, and good for creators, a conclusion dozens of competition authorities around the world have already reached. We look forward to proving our case at trial.”

On Wednesday, the European Commission gave its blessing, allowing the Paramount-Warner merger to move forward in European countries. More than 40 jurisdictions have given their consent. The U.S. Justice Department last month signed off — an approval that had been expected because of President Trump’s desire to see the Ellison family own CNN.

Paramount shares slipped on the news, falling 3.3% to $8.21 — marking the year’s lowest trading day. Warner’s stock gains since Monday’s restraining order ruling were suddenly erased. Warner shares finished at $25.77 — 17% lower than Paramount’s deal offer.

Now Paramount will have to pay Warner Bros. Discovery investors more than the $31 a share it previously promised.

In a show of confidence earlier this year, the company boasted it would quickly secure the necessary regulatory approvals to finalize the Warner purchase by late September. As an added incentive to win over investors, the company said it would pay so-called “ticking fees” should the deal encounter snags.

Those fees of $.25 a share per quarter begin Oct. 1, adding about $650 million to the pricetag each quarter until close. If Paramount is unable to close the deal by June 1, it would owe Warner Bros. Discovery a $7 billion breakup fee.

Larry Ellison, co-founder of software giant Oracle, is bankrolling his son’s ambitions to acquire a second major entertainment company in less than a year. The Ellison family acquired the smaller Paramount in August.

The Democratic state attorneys general, including from New York, New Mexico, Nevada, Colorado, Oregon and Washington, filed their lawsuit nearly two weeks ago.

The state attorneys general have alleged the deal would harm competition in three markets: films released widely (in more than 3,000 theaters); potential blockbuster films; and a concentration of cable TV channels.

Paramount insists that streaming marketshare be included in the market definition because a combined Paramount+ and HBO Max would still trail industry leaders, Netflix, YouTube, Amazon Prime and Disney+.

“Plaintiffs’ market definitions bear no relationship to the realities of today’s marketplace and cannot withstand scrutiny,” Paramount’s spokesperson said.

In her order earlier this week, Martínez-Olguín wrote that the plaintiff states presented “compelling evidence” that the merged company could wield too much control in theatrical distribution.

Friday’s agreement came after Martínez-Olguín on Thursday extended the restraining order for another 14 days — until Aug. 17 — in recognition the two sides needed time to hash out their scheduling requests. In addition, the Writers Guild of America has filed its own antitrust lawsuit, and the judge agreed to allow that case to move forward with the states’ case.

The Aug. 3 preliminary injunction hearing will be canceled as the two sides prepare for a trial.

“We are eager to continue to make our case in court …to ensure this unlawful merger never sees the light of day,” Bonta said.

The months-long delay is expected to affect Warner Bros. Discovery Chief Executive David Zaslav’s proposed $887-million exit package.

As part of a pact earlier this year, Warner board members agreed to cover Zaslav’s expected $335 million in tax obligations tied to his enormous payout, according to regulatory filings. However, Warner is not on the hook to cover Zaslav’s tax bill should the deal extend into 2027.

The merger has faced stiff resistance in Hollywood and beyond. More than 5,000 entertainment industry workers have signed an open letter calling on Bonta to block the merger.

Britain’s culture minister has also signaled that she may open a full inquiry into the proposed media consolidation, which could also bring other delays.

“This victory in putting the merger on hold belongs to the people who refused to treat the merger as inevitable,” Norm Eisen, a former ambassador and Obama White House ethics lawyer who is helping lead the #BlocktheMerger campaign.

“Artists, journalists, filmmakers, and consumer advocates spoke out despite the risk of retaliation, more than 5,500 people signed our open letter,” Eisen said in a statement. “This collective resistance is turning the tide.”

Paramount Skydance’s top antitrust attorney told a judge Friday that David Ellison’s company would voluntarily delay its proposed $111-billion takeover of Warner Bros. Discovery at least until mid-August amid a legal challenge brought by 12 state attorneys general.

The states, led by California Atty. Gen. Rob Bonta, have asked a judge to issue a temporary restraining order that would prevent Paramount from finalizing its deal as the court battle ramps up. Paramount made the pledge in hopes of avoiding such a ruling that would tie its hands — and give the states an early win in the litigation.

Federal District Judge Araceli Martínez-Olguín said she would decide by Wednesday whether to issue a restraining order.

Tech scion David Ellison has been a regular in Washington D.C. this year as he races to consolidate Warner Bros. Discovery — less than a year after his family bought Paramount.

(Anna Moneymaker / Getty Images)

Friday’s hearing in Oakland opened the first chapter in the fight over the blockbuster deal that both sides agree would dramatically reshape Hollywood. Two century-old film studios — with rights to Harry Potter, Batman, “Top Gun,” “The Big Bang Theory” and “Game of Thrones” — would be combined, and HBO and CNN would come under new ownership.

Antitrust attorney James H. Weingarten, of the Washington law firm Milbank, represents California and the other states. He told the judge it would be impossible to untangle the two companies if they are allowed to combine.

“If this merger is allowed to close … the harms begin,” Weingarten said. “The job losses, the synergies — that’s the fancy word for ‘we’re going to save money and there might be job cuts.’ All of that process starts rolling.”

Bonta filed the suit Monday, alleging the proposed merger — the largest in Hollywood in decades — would violate the U.S. Clayton Antitrust Act, a 112-year-old law to prevent mergers that weaken competition and raise costs for consumers.

The lawsuit alleges antitrust violations in three markets where the two companies currently compete: wide-release films, potential blockbuster movies and cable television, where the combined entity would own more than 50 cable channels.

Paramount shares fell 4.3% to $8.75 on Friday. Warner stock slipped 1.5% to $26.87 — below Paramount’s offer of $31 a share.

More than two dozen lawyers attended Friday’s hearing, including from Colorado, Oregon, Washington and New York who came to support California, which is leading the case.

Paramount, represented by antitrust lawyer Jeffrey L. Kessler, argued a temporary restraining order was not necessary. The two sides should instead focus on the next big step — whether the judge issues a preliminary injunction, he said. Such a ruling could delay the deal for months.

Kessler said Paramount should be allowed a hearing to defend against a preliminary injunction by the end of August. The company wants to wrap up the litigation by late September to avoid a higher payout to Warner Bros. Discovery shareholders.

In a show of confidence earlier this year, Paramount offered Warner Bros. Discovery shareholders a “ticking fee” of 25 cents for every quarter after Sept. 30 — until the deal was done. Such payments would cost Paramount more than $7 million a day, which Kessler called a “massive injury.”

California Atty Gen. Rob Bonta is leading a coalition of 12 state attorneys general to try to halt Hollywood’s biggest merger in decades.

(Genaro Molina/Los Angeles Times)

Paramount would also have to pay Warner a $7-billion breakup fee should the deal fall apart.

Kessler argued the states had not made a sufficient case that competition would be harmed. “We don’t think they’ve come close to jumping through that hurdle,” Kessler said.

Earlier this year, Kessler represented the state attorney generals in their winning case against Live Nation Entertainment. A jury found that Live Nation, which owns Ticketmaster, operated as a monopoly. This time, Kessler is representing corporate interests.

Prominent Los Angeles litigator Daniel Petrocelli is representing Warner Bros. Discovery.

Paramount hired attorney Jeffrey Kessler to lead its antitrust defense.

(Noah Berger / Associated Press)

The case was assigned to Martínez-Olguín Wednesday after Paramount requested an earlier judge be removed because he formerly worked as a labor attorney.

Martínez-Olguín said she inherited the case because she was already overseeing another lawsuit dealing with the merger — not because Paramount had agitated for a change.

The Writers Guild of America sued Paramount on Tuesday, alleging that the company’s planned $111-billion acquisition of Warner Bros. Discovery violates federal antitrust law.
The union said that with fewer competitors, the merged Paramount-Warner Bros. Discovery business would be able to lower costs by reducing writers’ wages and work.

“Writers will be paid less and have fewer employment opportunities,” the WGA said in its lawsuit.

The move comes a day after California Atty. Gen. Rob Bonta led a coalition of 12 Democratic state attorneys general who filed a federal lawsuit to block Paramount Skydance’s $111-billion merger with Warner Bros. Discovery.

Bonta has separately asked a judge in San Francisco for a temporary restraining order to hold up the deal while his case is pending in court.

“We feel we have a very strong case,” Bonta said Tuesday during a town hall meeting. “This proposed merger will raise prices. It will lower quality. It will reduce output. It will hurt the American people, and it’ll hurt the the economy and competition.”

The writers guild’s missive creates a second line of attack against tech scion David Ellison’s industry-reshaping deal.

Ellison’s proposed merger has been moving closer to the finish line after securing approvals from the U.S. Justice Department and numerous other foreign governments. President Trump, an ally of Ellison’s billionaire father Larry Ellison, favors the deal.

David Ellison wants to close the deal by September to avoid a higher payout to Warner Bros. Discovery shareholders.

A Paramount spokeswoman said the company is reviewing the lawsuit.

The proposed merger has sparked fears in Hollywood that it would bring thousands of job losses — similar to past consolidations, including Walt Disney Co.’s 2019 takeover of Fox entertainment properties.

“The Writers Guild of America will not stand idly by as Paramount attempts to violate our country’s antitrust laws and deepen the contraction entertainment workers already feel,” said Writers Guild of America East President Tom Fontana in a statement. “This proposed combined entity would be the largest employer of writers, with tremendous power to suppress our wages, eliminate opportunities for emerging writers, cut jobs across the industry, and produce less programming, affecting the range of storytelling. This merger is not inevitable and we are fighting to stop it.”

Britain’s culture minister may challenge Paramount Skydance’s takeover of Warner Bros. Discovery — presenting a potential speed bump to David Ellison’s plan to wrap up his $111-billion deal by September.

Earlier this month, Paramount secured the U.S. Justice Department’s blessing to buy the Warner assets, which include CNN, HBO, Cartoon Network, Animal Planet and the Warner Bros. film and TV studios in Burbank.

Paramount also must win the approval of British and European regulators, who are known for drilling deeply into media matters because of their influence on society.

Britain’s Competition and Markets Authority took a preliminary step this month by opening an investigation into Ellison’s proposed merger.

On Tuesday, Lisa Nandy, Britain’s secretary of state for culture, media and sport, notified Parliament that she was inclined to intervene in the blockbuster deal.

In a written statement, Nandy cited her ability to weigh in on “public interest grounds,” due to concerns about maintaining a competitive media market in Britain.

“The UK’s move to intervene in the Paramount–WBD deal confirms what we’ve been saying for months. The real regulatory risk was never in the US — it’s in Europe,” Forrester VP Research Director Mike Proulx said Tuesday in a statement.

While Nandy cautioned she has not made “a final decision on intervention at this stage,” she has invited Paramount and Warner Bros. to respond to her concerns by Monday.

Lisa Nandy, Britain’s secretary of state for culture, media and sport, has said she may intervene in the deal on “public interest grounds.”

(Alishia Abodunde / Getty Images)

Paramount did not offer immediate comment.

The company owns CBS News, children’s channel Nickelodeon and Channel 5, one of the largest over-the-air television broadcasters in the United Kingdom.

Warner Bros. Discovery owns CNN, Cartoon Network and TNT Sports, which broadcasts the Olympics, Champions League and Premier League soccer matches.

“I am conscious that the proposed acquisition is global in nature,” Nandy wrote in her statement. “In reaching this decision, my focus has been, and will remain, on the UK public interest and the range of services available to UK audiences, including Channel 5, TNT Sports, Cartoon Network, Nickelodeon, and CNN International, as well as Paramount+ and HBO Max.”

If Nandy decides to intervene, the Office of Communications, known as Ofcom, would launch an assessment of the deal. Britain’s Competition and Markets Authority also would determine how the merger might reshape the competitive landscape.

Teams from the two companies have been huddling for months to plan for the melding of the two operations as soon as Paramount receives all of its regulatory approvals.

Australia, New Zealand, China, Saudi Arabia, Ukraine, Serbia, France and Italy have already given their approvals to the deal.

Saudi Arabia’s Public Investment Fund is planning to contribute $10 billion to help the billionaire Ellison family pull off the merger, which would make the Saudi royal family a significant, although passive, equity owner. In addition, the royal families of Qatar and Abu Dhabi have agreed to each contribute $7 billion in equity financing.

The Federal Communications Commission must evaluate the foreign ownership stakes due to Paramount’s holding of CBS broadcast licenses. U.S. antitrust regulators already have 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.

Trump has been eager for changes at CNN.

The U.S. government stopped short of asking Paramount to make concessions or divestitures. Many expect that Paramount may have to reconfigure its children’s television holdings abroad due to the proposed combination of two large players — Nickelodeon and Cartoon Network.

Nandy suggested that Britain also should scrutinize the impact of combining two major streaming services, HBO Max, a Warner property, with Paramount+.

HBO programming, including “Game of Thrones,” “Boardwalk Empire” and “Succession,” has long been popular in Britain.

A coalition of state attorneys general, led by California‘s Rob Bonta, also is expected to challenge the deal, in part, due to concerns about news media consolidation. Bonta’s office has said the matter remains under review.

Opposition to the deal has been building in the U.S. for months. A group of Hollywood activists — led by actors Jane Fonda and Mark Ruffalo — have spearheaded a “block the merger” campaign that now has support from more than 5,000 entertainment workers.

The group’s open letter calls on Bonta to take action to thwart the Ellison expansion effort. Paramount’s Chief Legal Officer Makan Delrahim has blasted the campaign, calling it “fear-mongering” and a partisan distortion of antitrust law.

Forrester’s Proulx noted differences in attitudes toward the deal among the various constituencies.

“For U.S. consumers, this merger has become a proxy fight about political influence and control of media,” Proulx said. “In the UK, it’s being treated as a structural competition issue where regulators, not consumers, will decide how this deal plays out and how long it takes.”

The state of California is leading an effort to prepare a possible lawsuit that could thwart Paramount Skydance Corp.’s planned acquisition of Warner Bros. Discovery, a potential obstacle for the $111 billion deal.

The lawsuit, which could be filed as early as this month, would likely involve multiple states, according to a source familiar with the deliberations who was not authorized to comment publicly.

The litigation would seek to challenge the proposed merger on antitrust grounds, arguing it would thwart competition, lower wages and lead to widespread job losses.

“The Paramount acquisition of Warner Brothers remains an active investigation, and we do not have any updates to share at this time,” said California Atty. General Rob Bonta’s office in a statement.

In a statement, Paramount said it “will continue to fight against any attempt to derail a deal that plainly benefits consumers, creators and the industry as whole.”

“Opposing this deal means opposing expanded consumer choice, new opportunities for creators and workers, and greater competition throughout the creative ecosystem — the opposite of what antitrust law is meant to achieve,” the company added.

Warner Bros. Discovery shareholders in April approved the sale of the company to Paramount after Netflix dropped out of the auction.

Under Paramount Chairman David Ellison’s proposal, Warner investors would receive $31 a share, nearly four times the price of the company’s stock in April 2025. He also said he will keep both studios’ release schedules of 15 movies a year for a total of 30 films a year.

Nonetheless, Ellison and his team have vowed to make $6 billion in cuts following the merger, which requires regulatory approval. The combined company would have to contend with $79 billion in deal debt.

The prospect of substantial job cuts during a period of downsizing in Hollywood has ignited widespread opposition to the sale.

Thousands of people who work in the TV and film industry, including actor Joaquin Phoenix and director-writer-producer JJ Abrams signed an open letter opposing Paramount’s planned acquisition of WBD, saying it would lead to fewer production jobs and fewer choices for consumers. Others have also raised concerns about the impact it could have on content.

“The consequences would be felt nationwide, from destroying CNN the way that Ellisons have devastated CBS to entertainment industry job losses and consumers losing access to independent voices and a competitive market,” said Norm Eisen, executive chair of Democracy Defenders Fund, one of the groups that organized the open letter. “State attorneys general have both the authority and the responsibility to act when a transaction of this scale directly threatens the public’s interest, and I hope states across the country will join any effort to challenge this deal,” Eisen said in a statement.

The potential lawsuit, first reported by Bloomberg and Reuters, is being considered by other states, including New York and Colorado.

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

Despite the potential obstacle, Raymond James equity analysts said in a note on Thursday that they “still believe the deal is likely to close.”

Last month, Paramount hired antitrust attorney Jeffrey Kessler to defend its planned acquisition of Warner Bros. Discovery. Kessler recently led a case for state attorney generals against concert promoter and ticketing firm Live Nation, resulting in a win for states, including California.

“We also think there are win/win solutions to be had particularly in California given exodus of production from CA in recent years and efforts to bring production back to Hollywood,” the analyst said in their note.

A year ago, David Ellison was viewed as a white knight poised to save Paramount.

Hollywood embraced billionaire Larry Ellison’s son, figuring he had the means and the mettle to revive the faded studio after decades of neglect.

But now, as the 43-year-old tech scion works to close his $111-billion deal to buy Warner Bros. Discovery — which would mark his second major studio acquisition in less than a year — a large swath of Hollywood has soured on the budding mogul and his audacious bid to build a new media colossus.

More than 5,000 artists and industry workers — including J.J. Abrams, Javier Bardem, Lin-Manuel Miranda, Kevin Bacon and Tiffany Haddish — have signed an open letter opposing the union of two century-old studios.

“Our industry is already under severe strain,” the group wrote.

Many anticipate the U.S. Justice Department will rubber-stamp the deal because President Trump is friendly with Larry Ellison, co-founder of software giant Oracle. Trump and his team want David Ellison to make sweeping changes at CNN, one of Warner Bros. Discovery’s premier properties.

David Ellison has spent the last year courting the president and his allies, including hosting a black-tie gala to honor Trump and attending state dinners and the president’s State of the Union address.

Ellison’s perceived coziness with the administration, along with controversial changes at CBS, has sullied his reputation in a town where image is everything.

Should the merger clear its regulatory hurdles, the Ellison family would control CNN and CBS News in addition to holding a significant stake in TikTok, the hugely influential social media app.

“When power is concentrated in fewer and fewer hands, the stories that get told and the livelihoods of the people who tell them become hostage to whoever that power serves,” Jane Fonda, the Oscar-winning actor who is helping lead the opposition, told The Times. “We are not going quietly.”

Paramount declined to comment. Ellison previously has pushed back on fears that Paramount’s takeover of Warner Bros. would be bad for Hollywood. Instead, Ellison envisions building a stronger company to boost the industry, including movie theaters.

If the Warner Bros. Discovery deal is finalized, Ellison would control two legendary news organizations and two iconic studios. His determined White House outreach to speed approval of the Warner Bros. deal has aroused deep suspicion among many in Hollywood, which has long been considered a liberal bastion.

“They got too close to Trump,” said Norm Eisen, executive chairman of Democracy Defenders Fund, one of the groups coordinating the opposition campaign. “People in Hollywood are concerned that the Ellisons are going to do to CNN what they did to CBS.”

One of Ellison’s first moves after taking over Paramount was to hire journalist Bari Weiss, who had no TV news experience, as CBS News editor-in-chief. Weiss, who built her reputation being a contrarian voice, along with her recently installed evening news anchor Tony Dokoupil got off to a rocky start.

During his inaugural week, Dokoupil awkwardly saluted Secretary of State Marco Rubio (a fellow Floridian). “CBS Evening News” viewership fell 9% this season. The program, which attracts 4.1 million viewers, musters less than half the audience for ABC’s “World News Tonight with David Muir.”

Ellison is aiming to get his deal done by September.

“The projected merger timeline would have Ellison in control of CNN before November,” Fonda said, noting the high stakes this fall because the midterm elections will decide control of Congress.

“If this merger goes ahead, the administration will have yet another lever to cast doubt on results it does not like,” Fonda said. “This is about corruption, not optics.”

Her group has urged California Atty. Gen. Rob Bonta to file a lawsuit to try to block the merger. Bonta has said his team is reviewing potential antitrust concerns with the deal, which he said has “red flags everywhere.”

Some in Hollywood favor Ellison’s takeover, saying it would lift two middling players to create more robust competition to Netflix, Disney and Amazon.

“This deal will set up an environment where we will have four competitive streaming services, and that’s a good thing for the creative community,” said Ari Emanuel, executive chairman of WME Group and Ellison’s agent.

Ellison is pressing ahead, working to secure government approvals in Britain, Europe and the U.S. Prominent Democrats in Congress have decried the deal and Ellison’s proposed ownership structure, which would include the royal families of Saudi Arabia, Qatar and Abu Dhabi as significant, but passive, investors.

Paramount leaders have tried to keep their heads down by focusing on their businesses. This year, the company has signed deals with Kim Kardashian, Neil Patrick Harris, Tituss Burgess and Kinetic Content, the reality TV firm behind Netflix’s “Love Is Blind.”

Hollywood opposition

But the “block the merger” campaign has picked up prominent Paramount and Warner Bros. talent, including Oscar-winning filmmaker Adam McKay (“The Big Short”); “South Park” co-creator Trey Parker; and Emmy Award-winning actors Noah Wyle (“The Pitt”) and Mark Ruffalo, a stalwart of critically acclaimed HBO productions, including “Task.”

Some filmmakers have privately discussed whether to steer clear of Paramount, according to people knowledgeable of the discussions who were not authorized to comment. Taylor Sheridan, the prolific producer behind “Yellowstone” and “Landman,” last fall opted to switch teams. He eventually will make new shows for NBCUniversal instead of Paramount.

CBS late-night host Stephen Colbert’s sign-off Thursday night has added to the hand-wringing.

Colbert learned he was getting the boot in July, two days after he called Paramount’s $16-million settlement with Trump “a big fat bribe” during a show monologue. Paramount had agreed to pay the money to end Trump’s lawsuit over edits to a “60 Minutes” interview, a payout blasted by 1st Amendment advocates who viewed the Trump suit as frivolous.

Paramount settled because it needed Federal Communications Commission approval as part of its sale to the Ellison-owned Skydance Media. Paramount’s CBS has blamed declining revenues for its decision to oust Colbert, which came just before Ellison officially took the keys to Paramount.

This week, for the first time in 18 years, CBS will fall short of claiming the largest live audience in broadcast TV. NBC snagged the ratings crown, thanks to its sports-heavy lineup, prompting NBC late-night comedian Seth Meyers to crow about his network’s victory.

“We have taken down CBS,” Meyers told advertising buyers last week in New York. “Well, the Ellisons did, but I like to think we helped.”

Ellison’s supporters view the anti-merger campaign as politically motivated.

“So much of the criticism and negative sentiment originates from [Ellison’s] apparent relationship with Trump,” said one observer who was not authorized to speak publicly about the topic.

But interviews with numerous industry insiders reveal that concerns over Paramount’s proposed purchase of Warner go well beyond anti-Trump sentiment — or worries about CNN’s future.

The merger comes during an existential crisis for the industry, and for Los Angeles, as the shift to streaming has upended established business models.

“Whether it’s Ellison, Amazon, Apple or Netflix, these are essentially tech companies that are gaining increasing control over what has been a cultural and entertainment sector,” said Dominic Asmall Willsdon, executive director of the International Documentary Assn.

Amazon founder Jeff Bezos and Apple’s outgoing Chief Executive Tim Cook also have openly embraced Trump, which some see as a pragmatic move to curry favor in Washington to advance their sprawling businesses, which include film and TV operations in Culver City.

Much of the angst over the Ellison deal is driven by economic uncertainty. L.A.’s film industry has been decimated by a flight of production to other locations.

“L.A. has already had a taste of things to come,” Eisen said. “There’s less competition so the artists get hurt, and so do the working people who have long been an integral part of Hollywood.”

A combined Warner-Paramount would instantly become the largest employer for union writers, said Michele Mulroney, president of the Writers Guild of America West. It would control HBO, CBS, CNN, Comedy Central, HGTV, Animal Planet and two of the largest film and television studios.

“This media behemoth would have enormous leverage to reduce content, raise prices, increase control of production, suppress our members’ compensation and silence the voices of our members,” Mulroney said.

Jessica J. González, the L.A.-based co-chief executive of the 1st Amendment group Free Press, said: “This isn’t just about David Ellison. It’s about what David Ellison did with his last merger and how he uses his power.”

Ellison’s wealth and privilege have also fueled resentment among the rank and file who are struggling amid America’s growing economic disparity. Said one veteran executive: “We’re living in a new gilded age.”

For many, the prospect of more job losses is most unsettling.

Ellison and his team have vowed to make $6 billion in cuts following the merger. Those cuts are expected to include sizable layoffs on top of nearly 2,000 in job cuts at Paramount since last fall.

Hollywood has a troubled track record with mergers, including two failed takeovers of Warner Bros.

AT&T misfired with its 2018 acquisition of Time Warner, and within four years, the phone company had unloaded the firm to David Zaslav’s smaller Discovery. That transaction saddled Warner with more than $50 billion in debt, and Zaslav and his team laid off thousands of workers and cut dozens of projects to dramatically reduce the company’s debt and keep the company solvent.

Walt Disney Co.’s $72-billion acquisition of much of Rupert Murdoch’s 21st Century Fox in 2019 led to thousands of layoffs as one of the industry’s original studios all but disappeared.

“We have seen from that merger the earnings and employment numbers for screenwriters significantly reduced,” Mulroney said.

Emanuel, the power agent, pointed to Ellison’s commitment to keep the Warner and Paramount studios largely intact, with each entity releasing about 15 films into theaters each year.

“He’s going to be making a minimum of 30 movies a year for theatrical release plus content for both their own and other platforms because that’s the only way to generate revenue,” Emanuel said.

Still, critics question whether Ellison will be able to keep his commitment due to the $79-billion debt load he will take on.

“I’m sure [Ellison’s] intentions are genuine,” Mulroney said. “But a promise like that’s not enforceable, and there are no consequences if you don’t meet the quota that you’ve set for yourself.”

On Wednesday, S&P Global Ratings agency said Paramount Skydance will remain on a negative credit watch due to balance sheet concerns.

S&P also cited worries about Ellison’s prospects “given the immensely complicated endeavor of combining two of the largest global media companies and the limited track record of PSKY’s management team in integrating and transforming such companies.”

Emanuel and others say Ellison’s image won’t suffer long-term damage.

The two sides, he predicts, will eventually work together.

“Here’s a guy who’s willing to put a lot of money on the line and take huge risks to make our environment more competitive,” Emanuel said. “The one thing about David is that he’s not a vindictive person. He always does what’s best for the project.”

Two press freedom groups that own shares in Paramount Skydance are demanding to see the company’s books and internal documents, citing allegations that the company’s leaders may have promised favors to the White House to win approval for Paramount’s deal to acquire Warner Bros. Discovery.

The letter, sent Thursday to Paramount chief legal officer Makan Delrahim, says that media reports alleging that Paramount owner David Ellison and others promised favors to the Trump administration “create credible concern that Paramount leadership has offered, solicited, or effectuated a corrupt exchange,” which the groups argue would “constitute a breach of fiduciary duties” and open the company up to a “range of potential civil and criminal penalties.”

The letter cites Delaware law that allows stockholders to inspect the company’s books and records “for any proper purpose.”

Paramount declined to comment on the letter.

Among the issues raised in the letter are promises reportedly made by David Ellison and his father, Oracle billionaire Larry Ellison, that they would make “sweeping” changes at the news network CNN, which is owned by Warner Bros. Discovery.

The Ellison family acquired Paramount, which includes CBS and the storied Melrose Avenue film studio, last summer.

The letter cites changes implemented in CBS since their acquisition, including their decision to end late night television house Stephen Colbert’s show days after he characterized a settlement Paramount reached with Trump as a “big fat bribe.”

Under Ellison’s ownership, the letter says, numerous high-profile reporters have left the network and its ratings have dropped to “historic lows.”

Larry Ellison, who is backing the financing of Paramount’s proposed takeover of Warner, reportedly told White House officials that Paramount would “implement the CBS playbook” at CNN if the merger is approved, and remove anchors and commentators at the cable news network that Trump doesn’t like, according to the letter.

The effort comes just two weeks after Warner Bros. Discovery shareholders overwhelmingly approved the proposed merger. Investors have supported the Larry Ellison family takeover, which would become the biggest Hollywood merger in nearly a decade. The deal would pay Warner stockholders $31 per share — four times the stock price a year ago.

The letter was written on behalf of the Freedom of the Press Foundation, which develops secure communication tools for journalists and tracks violations of press freedom, and Reporters Without Borders, which tracks press freedom globally.

The organizations are being represented by former federal prosecutor Brendan Ballou, who established the Public Integrity Project this year to challenged alleged government corruption, as well as Delaware attorney Ronald Poliquin.

The missive, which could be a precursor to a lawsuit, opens another avenue of attack against the controversial $111-billion deal, which would transform the smaller Paramount into an industry titan.

With Warner Bros. Discovery, the Ellisons would also control HBO, TBS and the vast film and TV library of Warner Bros., which includes the Harry Potter, DC Comics, and Scooby-Doo, in addition to CNN.

Paramount, led 43-year-old David Ellison, wants to finalize its Warner Bros. takeover by the end of September. President Trump favors the deal; he has long agitated for changes at CNN.

But the proposed merger would saddle the combined company with $79 billion in debt, stoking fears that Paramount would be forced to make steep cost cuts to juggle such a large debt load.

Politicians, unions and progressive groups separately have pressed California Atty. Gen. Rob Bonta to scrutinize the proposed merger, hoping that he brings an antitrust lawsuit in an attempt to upend the deal.

More than 4,000 film industry workers, including Ben Stiller, Bryan Cranston, Ted Danson, J.J. Abrams, Jane Fonda and Kristen Stewart, have signed an open letter imploring Bonta and other regulators to block the merger. The group lamented the proposed tie-up, saying it “would reduce the number of major U.S. film studios to just four.”

Opponents fear the consolidation would 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 seven years since Walt Disney Co. swallowed Fox’s entertainment assets in another huge merger. In addition, the film production economy hasn’t recovered from shutdowns during the 2023 labor strikes. An estimated 42,000 entertainment industry jobs were lost from 2022 and 2024.

On Thursday, 34 California Democrats in Congress also sent a letter to Bonta, encouraging him to look closely at the merger.

The deal is expected to become one of the largest leveraged buyouts ever.

Ballou, who is working with the press freedom groups, previously served as a Justice Department special counsel with expertise in private equity transactions.

He resigned from the Justice Department in January 2025 when Trump returned to office. In his book, “Plunder: Private Equity’s Plan to Pillage America,” Ballou examined large leveraged buyouts and found that many of which resulted in bankruptcies.

Warner Bros. Discovery’s impending sale has rattled Hollywood — and the company’s balance sheet as the auction’s high costs increasingly come into focus.

The New York-based media company released its first-quarter earnings Wednesday, which included a $2.9 billion loss. That amount includes $1.3 billion in restructuring expenses, including updated valuations for Warner’s declining linear cable television networks.

Contributing to the net loss was the $2.8 billion termination fee paid to Netflix in late February when the streaming giant bowed out of the bidding for Warner. The auction winner, Paramount Skydance, covered the payment to Netflix but Warner still must carry the obligation on its balance sheet in case the Paramount takeover falls apart. Should that happen, Warner would have to reimburse Paramount.

Warner also spent another $100 million to run the auction and prepare for the upcoming transaction, according to its regulatory filing.

“As we prepare for our next chapter, our focus remains on executing our key strategic priorities: scaling HBO Max globally, returning our Studios to industry leadership, and optimizing our Global Linear Networks,” Warner Bros. Discovery leaders said Wednesday in a letter to shareholders.

Warner generated $8.9 billion in revenue, a 3% decline from the same quarter one year ago, excluding the effect of foreign exchange rate fluctuations.

Its streaming services, including HBO Max, notched milestones in the quarter and 9% revenue growth to $2.9 billion. The company launched HBO Max in Germany, Italy, Britain and Ireland during the quarter.

Advertising revenue for streaming was up 20% compared to the first quarter of 2025.

The streaming unit posted a 17% increase to $438 million in adjusted earnings before interest, taxes, depreciation and amortization (EBITDA).

Warner’s studios, primarily its TV business, had a strong quarter.

Studios revenue rose 31% to $3.1 billion, compared to the prior year quarter.

Television revenue soared 58% (excluding exchange rate fluctuations) due to increased program licensing fees to support the launch of HBO Max in international markets. Those launches also propelled the movie studio, which saw revenue increase 21%.

Video games revenue declined 30% because of lower library revenues.

Adjusted EBITDA for the studios grew $516 million (158%) to $775 million compared to the prior year quarter.

The company’s vast linear television networks saw revenue fall 9% to $4.4 billion compared to the prior year period.

TV distribution revenue tumbled 8% largely due to a 10% decrease in domestic linear pay TV subscribers.

The company also felt the loss of its NBA contract for its TNT channel, which NBC picked up. Advertising revenue fell 12%. “The absence of the NBA negatively impacted the year-over-year growth rate,” Warner said.

As the costs of the merger with Paramount come into clearer focus, the opposition has grown louder.

More than 4,000 artists and entertainment industry workers, including Bryan Cranston, Noah Wyle, Kristen Stewart and Jane Fonda, have signed an open letter warning about the dangers of the merger with Paramount. “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.”

Adjusted EBITDA for the television networks fell 10% to $1.6 billion, compared to the prior year quarter.

Warner ended the quarter with $3.3 billion in cash on hand and $33.4 billion of gross debt.

A group of five consumers have filed a lawsuit against Paramount Skydance seeking to block its acquisition of Warner Bros. Discovery and unwind the earlier merger that joined the storied Melrose Avenue studio with David Ellison’s Skydance Media, alleging that both deals reduce marketplace competition.

The lawsuit, filed Thursday in U.S. District Court in the Northern District of California, alleges the Paramount-Warner deal will lead to increased prices, fewer consumer choices and reduce production of film and TV since a major rival in the entertainment business will be eliminated.

The suit also alleges that the Paramount-Skydance merger, which was finalized last year, led to higher prices for the Paramount+ streaming service.

The plaintiffs — Pamela Faust, Len Marazzo, Lisa McCarthy, Deborah Rubinsohn and Gary Talewsky — are either Paramount+ subscribers, pay for cable bundles that include Paramount-owned TV channels or are moviegoers who watch films in theaters.

The deal activity for Paramount is part of a growing list of recent media mergers, including Walt Disney Co.’s 2019 acquisition of much of 21st Century Fox and Amazon’s purchase of MGM in 2021.

“These acquisitions show an industry moving by successive combinations toward fewer independent rivals, exactly the consolidation backdrop that heightens the competitive threat posed by the next merger, even if the combined firm remains smaller than the largest platforms,” the lawsuit states.

Paramount is aware of the lawsuit and “confident that it is without merit,” a company spokesperson said.

“The combination of Paramount and [Warner Bros. Discovery] will create a stronger competitor that is well positioned to serve as a champion for creative talent and consumer choice,” the spokesperson said in a statement.

The Paramount-Warner deal is currently winding its way through regulatory approvals. While that process is underway, Paramount has asked the Federal Communications Commission for permission to exceed a cap on foreign ownership for U.S. media companies.

Paramount expects to receive $24 billion in funds from three Middle Eastern royal families, who will become part owners of the combined company. Those total funds will represent about 49% of equity in that new company, exceeding the current foreign ownership cap of 25%.

Paramount has said the Ellison family and RedBird Capital Partners “collectively hold the largest equity stake in the combined company and continue to be the sole owners of Class A Common Stock, representing 100% of the voting shares.”

But on Friday, Rep. Sam Liccardo (D- San Jose) urged the FCC to deny Paramount’s petition on the foreign ownership aspect of the deal.

“Congress did not entrust the public airwaves to this agency so that it could auction off America to Riyadh, Abu Dhabi and Doha,” he wrote in a statement. “This will not stand.”