WBD Acquisition Thread

[Moe]

Are they serious thinking they will close the transaction on July 16th when in fact the EU and UK still have to review it?

No, they CANNOT finalize the merger until it is APPROVED by ALL OF REGULATORS.

If there is lawsuits that led the judge to stop on merger, so merger would be frozen as appeals play out and Ellison will be forced to break up if he don't win the court.

 

[lowell]

No, they CANNOT finalize the merger until it is APPROVED by ALL OF REGULATORS.

If there is lawsuits that led the judge to stop on merger, so merger would be frozen as appeals play out and Ellison will be forced to break up if he don't win the court.

Exactly, Skydance has done gun-jumping integration meetings before but that was due to the Redstones' financial problems making them vulnerable to the Ellisons.

WarnerDiscovery investors and other parties can sue if David Ellison tries to again ignore the proper guidelines when it comes to this.

And Puck did a legal deep-dive on why this is an important topic:

"To understand why Nandy’s intervention caused so much head-scratching, you have to start with the merger agreement. It conditions closing on the completion of necessary competition reviews around the world—specifically, mandatory waiting periods and required approvals. The less-than-obvious wrinkle here is that the U.K. has traditionally not operated a mandatory suspensory merger regime like the European Union does.

Alas, Nandy’s media plurality concerns caught almost everyone off guard. By signaling that she was considering a Public Interest Intervention Notice—a PIIN, in Whitehall-speak—Nandy threatened to unleash both Ofcom and the Competition and Markets Authority on the deal. That raised a surprisingly murky question: The merger agreement never expressly says Paramount needs Britain’s blessing. So if Nandy pulls the trigger, would Britain merely be opening an investigation—or actually creating a genuine obstacle to closing?

And the stakes are substantial: Starting on September 30, the Ellisons are on the hook for daily ticking-fee payments to WBD shareholders—adding up to about $650 million for every quarter the deal remains unfinished. Absent some additional restraint, Paramount could plausibly convince itself that this was merely another regulatory annoyance to be managed.

Of course, Nandy may simply be trying to maximize her leverage. Raising the prospect of a prolonged review gives the government an opening to negotiate commitments on children’s programming, news production, and investment in Britain’s creative industries. (Warner Bros. owns the historic Harry Potter studio, about an hour outside London, which remains one of the area’s biggest tourist attractions.) Indeed, much of the chatter in London isn’t about whether the deal will be killed. It’s about the price of passage. What, exactly, is David Ellison prepared to surrender?

In that respect, Nandy’s position bears some resemblance to that of California Attorney General Rob Bonta and the coalition of state attorneys general still scrutinizing the transaction in the U.S. for maximum leverage. Neither side necessarily needs a slam-dunk legal case.

The mere possibility of delay can be valuable. Every month of uncertainty raises costs, complicates financing assumptions, tests nerves, and increases pressure on dealmakers to offer concessions—like, say, a divestment of CNN—that they might otherwise resist."

https://puck.news/newsletter_content/what-im-hearing-uk-warnermount-red-flags-livelys-legal-fees/

If UK's going to heavily scrutinize the proposed Sky-ITV tieup, it needs to simply do that same job for Skydance's WarnerDiscovery pursuit as well to keep continuity here.

 

[Elijah Abrams]

Merger's been delayed.

https://www.reuters.com/business/media-telecom/paramount-delays-warner-bros-deal-closure-amid-oregon-probe-2026-07-08/

EDIT: The states might sue to block next week.

https://www.reuters.com/world/us-states-could-sue-next-week-block-paramount-warner-bros-deal-sources-say-2026-07-08/

 

[awinger24]

Merger's been delayed.

https://www.reuters.com/business/media-telecom/paramount-delays-warner-bros-deal-closure-amid-oregon-probe-2026-07-08/

EDIT: The states might sue to block next week.

https://www.reuters.com/world/us-states-could-sue-next-week-block-paramount-warner-bros-deal-sources-say-2026-07-08/

Finally some good news. Oregon is currently asking the court. If there’s no response, the merger might close before September. Let’s hope the lawsuit delays it long enough.

 

[Elijah Abrams]

The lawsuit is being finalized.

https://www.cnn.com/2026/07/08/media/paramount-warner-bros-discovery-state-antitrust-lawsuit

 

[Moe]

Also PSKY-WBD merger cannot be finalized if it is not cleared by UK regulators, so it means UK could hold entire of merger up for long time.

 

[Daikun]

Merger's been delayed.
https://www.reuters.com/business/media-telecom/paramount-delays-warner-bros-deal-closure-amid-oregon-probe-2026-07-08/

Ticking fee, here we come!

 

[JulianRO]

Please please please, stop this disgusting merger from happening....

 

[Nexonius]

I feel like if they'd just let CNN go into being independent along with just complying with everyone they'd have a slightly better chance facing less scrutiny.

I will say this, if this merger gets approved and closes, the media as we know it may truly collapse the industry beyond mere predictions.

This is probably one of THE most dangerously corrupt mergers to ever be thought of and be executed.

 

[JulianRO]

And now the merger was approved in Brazil as well....

Paramount e Warner têm fusão aprovada sem restrições no Brasil

O CADE aprovou, sem restrições, a fusão bilionária entre a Paramount e a Warner Bros. em território brasileiro

ovicio.com.br

 

[zakawer2]

And now the merger was approved in Brazil as well....

Paramount e Warner têm fusão aprovada sem restrições no Brasil

O CADE aprovou, sem restrições, a fusão bilionária entre a Paramount e a Warner Bros. em território brasileiro

ovicio.com.br

Paramount has already gotten rid of all of its linear channels there, so there isn't nearly as much reason for regulators in Brazil to question the merger as there would be for state attorneys general in the United States or regulators in the United Kingdom and European Union (especially in the UK).

 

[themidnightlore]

Paramount has already gotten rid of all of its linear channels there, so there isn't nearly as much reason for regulators in Brazil to question the merger as there would be for state attorneys general in the United States or regulators in the United Kingdom and European Union.

The real fun begins in UK. They could halt everything (they better do that).

 

[Elijah Abrams]

UGH, the Oregon AG withdrew his records request and motion to delay against Paramount/WB.

Paramount-WBD Merger: Oregon AG Withdraws Records Request, Motion to Delay

Dan Rayfield was seeking a court order to delay the $110 billion deal's closing by 60 days as it reviewed records from the David Ellison-led media giant

www.thewrap.com

However, we do at least know now that the State AGs are planning to sue the merger soon. In the meantime, the Illinois congressman is leading a letter to that state’s AG in opposing it.

Congressman García Leads Illinois Colleagues in Letter to Attorney General Raoul Opposing Paramount-Warner Bros. Merger

WASHINGTON, D.C. — Today, Congressman Jesús “Chuy” García (IL-04) led a letter to Illinois Attorney General Kwame Raoul expressing grave concerns about the proposed merger between Paramount and Warner Bros. Discovery (WBD) and supporting any involvement by the Attorney General’s office in the...

chuygarcia.house.gov

Also, take this X post with a grain of salt, because closing a merger before UK and/or U.S. state approval doesn’t work like that.

 

[awinger24]

Now I think the merger is going to close this month or next month and WB will officially consolidate and shut down several of their brands.

 

[Elijah Abrams]

Found these interesting articles on why the merger should be stopped.

Larry Ellison's $45 Billion Hollywood Bet Puts Oracle Shareholders at Risk - National Legal And Policy Center

Just before Christmas, Larry Ellison (pictured above) rescued his son.

nlpc.org

Ellison’s Merger Danger Zone

David Ellison thought he had won the hardest battle for Warner Bros. Discovery. Now, a state-led legal offensive and scrutiny in the U.K. could put the blockbuster deal in jeopardy, experts tell Status.

www.status.news

“As billionaire media and technology titans descended on Sun Valley this week aboard private jets for Allen & Co.'s annual retreat—an exclusive gathering David Ellison was expected to join—executives back at Paramount’s Melrose headquarters were confronting the biggest threat yet to his $110 billion bid for Warner Bros. Discovery.

While Ellison’s blockbuster acquisition sailed through the Justice Department with little resistance from a friendly Trump administration, a coalition of states led by California and New York is now preparing to sue as soon as next week to block the deal, Reuters first reported. At the same time, Oregon’s attorney general has asked a court to halt the mega-merger while it investigates Paramount’s lobbying of the Trump administration, and the U.K.'s media regulator said she was concerned about “a sufficient plurality of views in news media" if the deal were to go through, saying she was "minded ⁠to intervene."

The moves present the biggest threat yet to the colossal media deal that would unite two of Hollywood's biggest studios, place CNN and CBS News under the same corporate roof, and put the Ellisons at the helm of a media empire that would arguably eclipse even the Murdochs in scale and reach. In conversations with Status, legal and M&A experts said the emerging challenges have the potential to imperil the high-wire deal—not necessarily because the states will prevail, but because any prolonged delay could become enormously expensive for Paramount.

"The market is taking this uncertain and fast-evolving process seriously, so I’d say the state challenge is perceived as a real threat, and in my own multiple conversations with investors, they view it as the key uncertainty with whether and when this closes," Paul Nary, an M&A and strategy professor at the Wharton School, told Status.

Since taking control of Paramount, David Ellison and his billionaire father, Oracle co-founder Larry Ellison, have aggressively courted Donald Trump. The elder Ellison donated tens of millions of dollars to a group supporting the president and, according to The Wall Street Journal, privately told Trump that Paramount could overhaul CNN if the company succeeded in acquiring WBD. Meanwhile, the younger Ellison installed the anti-”woke” Free Press founder Bari Weiss as editor in chief of CBS News and hosted a dinner “honoring the Trump White House.”

While Ellison’s overt efforts to curry favor with the administration has sparked alarm across the media industry and led to an unprecedented public backlash from Hollywood A-listers, the greatest threat to the merger might come from a little-discussed provision Paramount inserted into the deal while fending off Netflix’s competing bid for Warners.

That provision, a 25-cent-per-share “ticking fee” beginning Oct. 1, requires Paramount to compensate WBD shareholders for every quarter the deal remains unclosed—a payment worth roughly $650 million each quarter. Paramount included the provision to signal confidence that the transaction would move swiftly through regulators. But experts told Status that as state authorities move to block the deal, a delay could prove deadly for a tie-up already expected to be saddled with nearly $80 billion in debt.

"One of the iron laws of litigation is that procedure sometimes matters as much as substance, and if either the U.K. or the states go to court and get a stay, that could be almost as bad for Paramount as losing the case," said Jeffrey Toobin, the contributing The New York Times opinion writer and former CNN chief legal analyst.

"Even for a rich guy like Ellison, that's a lot of money when he's already going into an enormous amount of debt in the best of circumstances," Toobin continued, calling a delay "a potentially potent tool" for the states.

Indeed, since Trump launched his war on Iran in February, wealthy Gulf nations are reviewing their overseas investments as they endure a severe pullback on tourism dollars while U.S. and Iranian missiles continue to fly across the region and shake the sense of stability. Among those Gulf states are Saudi Arabia’s Public Investment Fund,** the Qatar Investment Authority, and Abu Dhabi's L’Imad Holding, **which agreed to provide some $24 billion of equity to help bankroll Ellison's $110 billion bid. Meanwhile, shares of Larry Ellison's Oracle have plunged nearly 40% over the last year amid growing anxiety over its debt-laden A.I. data-center business.

If state attorneys general and U.K. regulators persuade a court to halt the WBD merger while their challenges move forward, the resulting delays could prove enormously costly for the Ellisons.

"I think the deal is in trouble because its flaws from an antitrust approval perspective are being challenged in a pincers movement in the U.S. by the AGs and internationally by the U.K.," said Norm Eisen, the lawyer and former U.S. ambassador turned media personality and co-founder of the Democracy Defenders Fund. "The career staff at DOJ who were overruled were absolutely right to question the deal, and judges may well be about to join them."

In a statement, Paramount rejected the states’ concerns, saying it has continued “to engage constructively with regulators, including State Attorneys General, and are prepared to address any legitimate antitrust issues,” adding that it is "confident this transaction raises no such concerns."

Of course, as new barriers to closing the merger arise, Paramount could offer to divest an asset to assuage regulators' concerns and minimize the prospect of a potentially deal-killing delay. One possible remedy would be divesting CNN, an outcome that has quietly become the subject of speculation inside Hudson Yards as journalists watch the upheaval unfolding at CBS News under Ellison’s ownership.

"If it came down to divesting CNN or keeping the deal, and Paramount truly believed that divesting CNN is the only way to save the deal, I would bet that they would choose the deal," Nary said. “After all, CNN is almost immaterial when it comes to other WBD assets."

Divesting CNN, a linchpin of the Turner cable business and its nearly unmatched global influence, would represent an extraordinary concession for Ellison. But if state attorneys general succeed in choking the merger, surrendering the network could ultimately prove less painful than watching the entire transaction collapse under the weight of mounting delays and an increasingly costly ticking fee.

"If the deal does not close, it will likely be a disaster to WBD shareholders even with the break-up fee," Nary said, "both in terms of the immediate effect on the share price, as well as viability and performance of WBD going forward on its own given all of its standalone issues and underperformance prior to the deal."”

 

[Moe]

UGH, the Oregon AG withdrew his records request and motion to delay against Paramount/WB.

I do think that Oregon AG don't see a motion to delay would prevail in the court and it could be embarrassing defeat for state of Oregon that could affect other states and it could help with Ellison to spread the dirty tactics on states whichever opposed to PSKY-WBD.

California and other states prefer to have a best strategy that could defeat Ellison.

 

[Elijah Abrams]

The merger’s debt is also being questioned.

https://www.bloomberg.com/news/articles/2026-07-09/paramount-psky-slumps-as-arete-questions-debt-from-warner-bros-wbd-deal?srnd=all

Paramount Skydance Corp. management may not have the experience needed to manage the large amount of debt that will come from a merger with Warner Bros. Discovery Inc., according to Arete Research.
The parent of CBS and other media businesses said it would buy Warner Bros. for $110 billion in late February, a deal that’s expected to close in September despite some regulatory hurdles. If the deal goes through it would create a media stock with $86 billion in gross debt, Arete’s Pierre-Marie d’Ornano said in a note to clients.
Arete downgraded Paramount to sell from neutral and cut the price target to $2 — the lowest among Wall Street analysts, according to data compiled by Bloomberg. The target implies a downside of about 80% from the stock’s closing price on Wednesday.

“Media mega-mergers are tough,” particularly from a historical standpoint, they wrote in a Thursday note. The tie-up between Paramount and Warner Bros. is the “most-levered media deal yet” and it’s “unclear that management has the experience to run a highly levered balance sheet.”
Arete’s target is 71% below the next lowest price target from Seaport Global Securities’ David Joyce which sits at $7. Meanwhile, Benchmark Co. and Morgan Stanley — the only two firm’s with buy-equivalent ratings on the stock — have price targets of $19 and $14, respectively. The average target of $11.40 across 15 analysts tracked by Bloomberg implies a 22% gain over the next 12 months.
“Paramount’s management team has a clear, disciplined plan to manage the balance sheet — and we’re already ahead of it,” a Paramount spokesperson said in an emailed statement to Bloomberg News. “Our capital allocation priorities have been consistent from day one: invest for long-term growth, restore investment-grade credit metrics, and return excess cash to shareholders once we get there.”
Shares in Paramount fell 3.9% to $9.37 at 2:36 p.m. in New York, extending declines for a fourth-straight session. The stock had fallen as much as 9.3% earlier in the session.

“The history of media mega-mergers is hardly inspiring, with frequently missed numbers due to ongoing linear declines, lofty streaming expectations and hard to manage capital structures,” d’Ornano wrote.

Arete sees the acquisition “facing similar challenges, but with more expensive debt and restrictive maintenance covenants.”
“Levered balance sheets require a particular approach and skillset, in our view, which is not obviously available in the Paramount Skydance team,” d’Ornano wrote, adding that mindset can be found at companies under cable-TV billionaire John Malone. Paramount is led by David Ellison.
While the US Justice Department closed its probe into the Hollywood mega deal last month, it still faces some barriers. Top lawyers for several states have been drafting a legal challenge that would open the door for an antitrust suit, with Oregon’s attorney general calling for a 60-day delay to closing the deal. Meanwhile, the UK government has raised concernover the deal.

 

[Moe]

Also, take this X post with a grain of salt, because closing a merger before UK and/or U.S. state approval doesn’t work like that.

If Ellison attempt to close the merger, despite about ongoing in UK and lawsuits from states, so WBD or their shareholders could sue Ellison to have court to declare that merger cannot be closed.

Close the merger sooner without approval in UK would give UK the solid chance to sue Ellison and undo the merger.

It wouldn't seen as legitimate merger without resolve the issues with states and UK.

It could make PSKY and WBD become very hostile companies like happened to Kroger and Albertsons after merger failed, so it means prolong lawsuit for PSKY and WBD.

Note: Please disregard the PM, my apology.

Now I think the merger is going to close this month or next month and WB will officially consolidate and shut down several of their brands.

It would be illegal merger if closes without clearance from regulators and resolve the lawsuits.

That how Nexstar got screwed up.

 

[Elijah Abrams]

If Ellison attempt to close the merger, despite about ongoing in UK and lawsuits from states, so WBD or their shareholders could sue Ellison to have court to declare that merger cannot be closed.

Close the merger sooner without approval in UK would give UK the solid chance to sue Ellison and undo the merger.

It wouldn't seen as legitimate merger without resolve the issues with states and UK.

It could make PSKY and WBD become very hostile companies like happened to Kroger and Albertsons after merger failed, so it means prolong lawsuit for PSKY and WBD.

Note: Please disregard the PM, my apology.


It would be illegal merger if closes without clearance from regulators and resolve the lawsuits.

That how Nexstar got screwed up.

You might have a point there.

 

[lowell]

I do think that Oregon AG don't see a motion to delay would prevail in the court and it could be embarrassing defeat for state of Oregon that could affect other states and it could help with Ellison to spread the dirty tactics on states whichever opposed to PSKY-WBD.

California and other states prefer to have a best strategy that could defeat Ellison.

The Oregon AG came out with their own statement in regards to the withdrawl motion:

""Paramount made it clear that they ‌weren't going to comply with the investigative demand, and that they think they're above the law. We're not going to let them waste Oregonians' resources on these games," Oregon Department of Justice said in a statement to Reuters.

"We've withdrawn the motion to ⁠consider our next steps," the statement added."

https://www.reuters.com/legal/litigation/oregon-drops-motion-delay-paramount-warner-bros-deal-2026-07-11/

If I have to guess, they likely reassessed the situation and determined it would be better to have Oregon's resources just back the legal challenge coming from the coalition of state AGs.

On Skydance's $80B+ debt load, WarnerDiscovery executives says there's really nothing left to Ellison to cut to generate savings and financial analysts say his debt ratio reduction goal is just unrealistic:

"The combined company is set to emerge with nearly $80 billion in debt—a burden that could weigh on decisions ranging from content spending and streaming investments to news operations and sports rights.

Its net debt is projected to equal roughly 6.5 times annual earnings before interest, taxes, depreciation and amortization after the deal closes as soon as this month, a level that analysts consider high for a media company.

Industry analysts at MoffettNathanson called the figure “staggering” in a note shortly after the deal.

Many current and former Warner executives said repeated rounds of cost-cutting have already eliminated much of the obvious savings, leaving them wondering what is left to prune. Paramount has been through several cycles of cost-cutting in recent years, both before and after the sale to Ellison’s Skydance.

Paramount is projecting that the combined company will generate about $69 billion in annual revenue. After achieving its synergies, it expects adjusted Ebitda of about $18 billion. Paramount is projecting a content budget of more than $30 billion for the combined company at closing.

Paramount has told investors it will lower the debt ratio to three times annual Ebitda within three years, which MoffettNathanson said is too optimistic in its note."

https://www.wsj.com/business/media/the-80-billion-debt-cloud-hanging-over-david-ellisons-warner-deal-aaf8aabd