WBD Acquisition Thread

[Moe]

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"We've withdrawn the motion to ⁠consider our next steps," the statement added."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

My bet for PSKY-WBD merger would be akin to AOL-Time Warner or much worse.

Ellison's association with Trump is going to make PSKY-WBD as toxic brand that is enough to agitate a lot of viewers, so it would best interest to become a neutral corporation.

 

[awinger24]

With Oregon backing out, and the lawsuit happening next week, and not to mention the EU and UK deciding, where does the merger stand? Is it close to being finalized?

 

[Light Lucario]

With Oregon backing out, and the lawsuit happening next week, and not to mention the EU and UK deciding, where does the merger stand? Is it close to being finalized?

I don't think that they can legally be that close to finalizing the merger with lawsuits on the horizon. Organ backing out doesn't sound like they gave up, but rather are looking into other options so not to waste their own resources on their own lawsuit. Not to mention there's still the financial impact of this merger on Paramount.

The higher ups obviously want to get the deal done sooner rather than later and there will probably be some click baity article that claim that it's close to being finalized, but I don't think that they're any closer to it now than they were last month. A merger like this can't be finalized so quickly for a lot of reasons.

 

[Moe]

With Oregon backing out, and the lawsuit happening next week, and not to mention the EU and UK deciding, where does the merger stand? Is it close to being finalized?

You have to calm down and have a patience because much of everything, even lawsuit with merger is going to take a lot of time. You are looking for 1-5 years.

If Ellison finalizes the merger too soon and lawsuit stop this, so Ellison gets screwed up and if he loses the court battle, so WBD wouldn't transferred to Ellison's ownership and it is basically pre-merger WBD. It means WBD shareholders and WBD executives like Zaslav would continue to manage WBD.

Also WBD shareholders or their executives could sue Ellison to get entire of merger thrown out, kinda like Kroger and Albertsons.

It is not good looking for Ellison.

Please don't ask same questions about PSKY-WBD, so it won't help with your case and you have to do hobbies to not dwell on merger.

I don't think that they can legally be that close to finalizing the merger with lawsuits on the horizon. Organ backing out doesn't sound like they gave up, but rather are looking into other options so not to waste their own resources on their own lawsuit. Not to mention there's still the financial impact of this merger on Paramount.

The higher ups obviously want to get the deal done sooner rather than later and there will probably be some click baity article that claim that it's close to being finalized, but I don't think that they're any closer to it now than they were last month. A merger like this can't be finalized so quickly for a lot of reasons.

Yeah, whoa, media is getting more and more dumpster fire.

 

[awinger24]

You have to calm down and have a patience because much of everything, even lawsuit with merger is going to take a lot of time. You are looking for 1-5 years.

If Ellison finalizes the merger too soon and lawsuit stop this, so Ellison gets screwed up and if he loses the court battle, so WBD wouldn't transferred to Ellison's ownership and it is basically pre-merger WBD. It means WBD shareholders and WBD executives like Zaslav would continue to manage WBD.

Also WBD shareholders or their executives could sue Ellison to get entire of merger thrown out, kinda like Kroger and Albertsons.

It is not good looking for Ellison.

Please don't ask same questions about PSKY-WBD, so it won't help with your case and you have to do hobbies to not dwell on merger.


Yeah, whoa, media is getting more and more dumpster fire.

Even if this goes through and finalizes, it will probably last 18 months at best. PSKY might do a Reverse Morris Trust and divest all of WB and Discovery spinning all of them off into three companies. Discovery Global and WB is better off operating in a split. As for Paramount, they are better off splitting Skydance, CBS and Viacom.

This might go the way of where the Nexstar-Tegna is currently except there’s no integration. Let’s see how the EU and the UK respond.

And today, Lisa Nandy is asking regulators to look at this. Deadline is still August 7th for the CMA to decide.
UK ‘minded’ to intervene in Paramount’s $110bn takeover of Warner Bros Discovery

 

[Moe]

Even if this goes through and finalizes, it will probably last 18 months at best. PSKY might do a Reverse Morris Trust and divest all of WB and Discovery spinning all of them off into three companies. Discovery Global and WB is better off operating in a split. As for Paramount, they are better off splitting Skydance, CBS and Viacom.

No, if court block the merger, WBD would continue to be totally separate corporation with WBD executives and shareholders in charge, so Ellison has no control with WBD.

When merger is blocked permanently, Ellison has to pay breakup fee or WBD can sue Ellison for violate the merger agreement, especially breakup fee.

WBD is going to be WBD, so there is no such as PSKY-WBD if merger is blocked.

This might go the way of where the Nexstar-Tegna is currently except there’s no integration. Let’s see how the EU and the UK respond.

Nexstar has ZERO control with Tegna, so Tegna executives and shareholders are two continue to run the corporation.

I'm politely asked you to refrain from twist my words - let me clear - if court BLOCK the merger, WBD is going to be WBD, not PSKY-WBD.

 

[JulianRO]

This is the chance for this merger to be stopped. WBD unfortunately went through failed mergers over the last two decades. Great content, bad ownership.

 

[awinger24]

This is the chance for this merger to be stopped. WBD unfortunately went through failed mergers over the last two decades. Great content, bad ownership.

I’m also hearing PSKY could close the merger as soon as July 22. But not with the UK. Clickbait has no effect.

 

[Daikun]

Paramount may leave California if the state decides to sue.

 

[zakawer2]

Paramount may leave California if the state decides to sue.

To New York City, home of many of Paramount's corporate offices?

 

[Moe]

Paramount may leave California if the state decides to sue.

It is going to be very hot mess for Ellison if he follow the threat.

He don't think about writers, actors, directors and many other job professions, so it would be death knell for Paramount.

I remember about @lowell warned about it last year.

To New York City, home of many of Paramount's corporate offices?

No, New York is going to join with California to sue Ellison, so Texas is possibility.

 

[zakawer2]

No, New York is going to join with California to sue Ellison, so Texas is possibility.

But Paramount has basically nothing of substance in Texas!

 

[Moe]

But Paramount has basically nothing of substance in Texas!

Exactly, good luck to Ellison.

I think that is just desperate threat to scare California AG away but it won't work tho.

 

[Camping My TV Set]

Paramount may leave California if the state decides to sue.

if the AG lawsuit wasn't that much of a concern, they wouldn't even be remotely entertaining this idea

 

[LinusFan303]

The story says that man who ran a "totally real studio" for 20 years' friends and advisors are telling him to think about moving from the state. If they are telling him that, he should fire his friends and advisers ,yes fire his friends too. That's terrible advice to float when one of the concerns California has about the acquisition is job losses in the state. Would be funny if his friends and advisors also want the deal to fail, and doing things to hurt it, like this.

 

[lowell]

I remember about @lowell warned about it last year.


No, New York is going to join with California to sue Ellison, so Texas is possibility.

Yeah, it was a rumor but David sure loves to follow his father Larry when ordered if Skydance's following Oracle's relocation move to Austin.

Exactly, good luck to Ellison.

I think that is just desperate threat to scare California AG away but it won't work tho.

The threat's as empty as his promise to do a $50M fund for union workers displaced by AI and other technologies:

"For example, the company said it could establish a $50 million fund to train union workers if they became displaced by new technologies including artificial intelligence, the two people said."

And if the EU and UK do their job, the AGs might not need to proceed further but if they don't, they'll be the last ones to move forward to take on the Ellisons:

"Once the lawsuit is finalized, the states could decide to delay filing it or scrap it completely. Reuters earlier reported states could sue as soon as this week."

States Prepare Lawsuit to Block Paramount’s Merger With Warner Bros.

State attorneys general are said to be getting ready to file a lawsuit as soon as this week to halt the $111 billion deal, a potential major obstacle.

www.nytimes.com

if the AG lawsuit wasn't that much of a concern, they wouldn't even be remotely entertaining this idea

There's an interesting assertion from a Skydance insider about that here:

"The consensus among the people I’ve been talking to is that a PSKY/WBD combination raises no legitimate antitrust issues. “We wouldn’t have put down a $7 billion break fee if we thought there was,” explained one person close to the PSKY action."

That's terrible advice to float when one of the concerns California has about the acquisition is job losses in the state. Would be funny if his friends and advisors also want the deal to fail, and doing things to hurt it, like this.

Even arbitrage traders are seeing it likely being pushed to the end of this year into 2027 with the ticking fees accruing:

"The so-called ticking fee only begins to accrue if the deal has not closed after September 30. That would cost the Ellisons roughly $6.7 million in penalties a day, or roughly $650 million per quarter. At some point, even if you are Larry Ellison and worth $200 billion, that adds up to severe annoyance, if nothing else. (RedBird is an investor in Puck.)

And yet there is another leading indicator of the collective wisdom on when the deal will close—the WBD stock price. Since PSKY has offered WBD shareholders $31 a share in cash—very easy to value, obviously—if the deal were close to closing and shareholders close to getting their cash, the Wall Street arbs would be driving the WBD stock price closer and closer to $31 per share. But that’s not where we are. On Friday, the WBD stock price was $26.60, more than a 14 percent discount to the $31 deal price. That is a wide spread at this point. If the deal were truly close to closing, the discounted spread would be nearer to between 2 percent and 4 percent. The implication is that the merger arbs don’t expect the deal to close by September 30—but at best in the fourth quarter of 2026. At worst in early 2027. That’s pretty surprising, all things considered. But that’s what the market seems to be telling us."

https://puck.news/newsletter_content/bontas-warnermount-poker-the-moochs-presidential-rhetoric/

 

[Nexonius]

California, Other States Sue To Block Paramount-Warner Bros. Merger

The states challenge the transaction's impact on theatrical distribution and cable channel licensing.

deadline.com

 

[zakawer2]

Possibly the single biggest challenge to the merger (outside of the UK and EU regulators and the ticking fee) has already emerged.

 

[JulianRO]

It had to happen because this merger is too disgusting.

 

[themidnightlore]

Dare I say, the fun actually started? Pass the popcorn, we're witnessing some action. (And may it end with Paramount coming out of this without WBD.)