A High-Stakes Gambit Clinched Paramount's Warner Deal

Dow Jones
Yesterday

David Ellison was on the ropes.

It was late July, and a judge had handed down a temporary restraining order halting the media mogul's $81 billion deal to combine his Paramount entertainment company with the much larger Warner Bros. Discovery -- an early setback in his antitrust battle with 12 state attorneys general.

Faced with a choice between going straight to trial or stepping into another short-term skirmish to avoid a preliminary injunction, Ellison, 43, took the big gamble.

He would see the states, led by California Attorney General Rob Bonta, in court.

Rather than spend months fighting over whether the merger should remain frozen while the case proceeded, Paramount agreed to keep the companies apart and pushed to get directly to a trial on the merits.

It was a risky gambit. A loss at trial could kill the deal, and a lengthy legal journey would prove expensive as Paramount was set to rack up hefty fees it had agreed to pay Warner shareholders if the merger was delayed.

But over the following weeks, Ellison waged a concerted behind-the-scenes campaign, people familiar with the matter said.

He crisscrossed the country courting politicians, hired well-connected operatives and lobbyists to work regulators and lawmakers, cultivated allies with Republicans and Democrats and, in a pivotal move, even threatened to move his empire out of California.

California's Gavin Newsom publicly called on the two sides to settle the matter, and privately encouraged the attorney general to go to the table. Ellison met with Newsom on more than one occasion, the people familiar with the matter said.

Ellison's efforts all came to fruition on Tuesday when Paramount officially closed the Warner deal and met with employees of the combined company -- now renamed Skydance -- at a town hall on the Warner Bros. studio lot.

"Now let's be honest. It wasn't easy to get here," Ellison said, according to a transcript viewed by The Wall Street Journal. "At times it was downright ugly. And at nearly every turn, someone told us it couldn't be done. And here we are."

"I'd do it all over again in a heartbeat," he added.

Ellison is now responsible for some of the biggest brands and franchises in show business, including movie and television studios with historic filmmaking lots, plus two streaming services in Paramount+ and HBO Max and dozens of cable channels. His decisions will determine the fates of Batman, Superman, Teenage Mutant Ninja Turtles, Harry Potter, CNN, CBS News and other properties.

He's wasted little time putting his team in charge, this week announcing a flurry of executive appointments to lead streaming strategy, movie studios and TV programming operations. So far his biggest hiring move has been recruiting former Mattel chief Ynon Kreiz to be co-CEO. Skydance on Tuesday said Emerson Collective founder Laurene Powell Jobs and Activision founder Bobby Kotick will join the board.

The combined media giant will close with nearly $80 billion in debt, which analysts have said could weigh on Ellison's ambitions to create a Hollywood powerhouse. Layoffs are expected, as Ellison has promised $6 billion in annual synergies within three years.

Tuesday's victory lap was the culmination of what Ellison described in his remarks as a long-term plan that was three years in the making.

After a grueling process, he secured control of Paramount in August 2025, merging it with his Skydance Media production company. By then, the idea had already come to Ellison to pursue Warner Bros.

Warner Chief Executive David Zaslav passed on Ellison's first few offers, which started at $19 a share. But Ellison persisted and Warner put itself up for auction. Netflix soon swooped in and signed a deal to acquire the movie and TV studios and HBO Max streaming service.

Ellison refused to back down, sweetening his offers, taking his bid directly to shareholders and threatening a proxy fight while enlisting Trump allies to lobby on his behalf.

On his ninth offer, Ellison prevailed. Paramount agreed to pay $81 billion for Warner after Netflix declined to match an offer that was 63% higher than Ellison's first.

Next, Ellison had to get the deal through regulators here and abroad.

That task fell primarily to chief legal officer Makan Delrahim, one of Ellison's first hires after acquiring Paramount. Ellison set up a war room on the Paramount lot where he, Delrahim and one or two other executives would meet daily to map out strategy and measure progress, said one of the people familiar with the matter.

A former Trump administration antitrust chief, Delrahim was intimately familiar with Warner. As head of the Justice Department's antitrust division, he led the government's ultimately unsuccessful effort to block AT&T's acquisition of what was then called Time Warner in 2018.

One of Delrahim's first moves was to tap Jon Leibowitz, who chaired the Federal Trade Commission under President Barack Obama, as an outside antitrust adviser.

Getting approval from the Justice Department came with relative ease, as did approvals from the European Union, United Kingdom, China and other regions.

But a hurdle emerged when California's Bonta, joined by 11 other states, including New York, Connecticut and Colorado, sued to block the merger on antitrust grounds. The states alleged that the deal would illegally consolidate markets including those for theatrical films and basic cable channels.

The states soon landed the first blow, winning the temporary restraining order.

It gave Bonta leverage. Paramount was facing the prospect of paying $650 million a quarter in ticking fees to Warner shareholders if the deal didn't close by the end of September. The judge had set the trial to start next March, meaning the bill could get close to $2 billion. Bonta continued to call the deal illegal and said significant structural changes would be needed before he and the other states would consider blessing it.

Meanwhile, Ellison and his team began making their case to Newsom and warned that Paramount would pack up and move to another state if the deal was blocked. The company spoke to officials in Tennessee about a potential move, The Wall Street Journal reported.

While Bonta categorized those threats as bluster and blackmail, people close to Ellison said they were genuine. That message was conveyed to Newsom, the people familiar with the matter said.

In early August, Ellison tapped former California Assembly Speaker and Democratic power broker Fabian Núñez to help build political support for the deal in Sacramento.

Núñez, founder of the consulting firm Actum, met frequently with Bonta's office in an effort to broker peace. Ellison also enlisted Democratic former California Sen. Barbara Boxer and former Los Angeles Mayor Antonio Villaraigosa to help, both of whom are partners with Actum, people familiar with the matter said.

Meanwhile, Ellison won over most of the movie theater chain operators who had initially expressed concerns about the deal, promising at least 30 movies a year and favorable terms on how long the movies would remain in theaters before moving to streaming.

Publicly, Newsom and Los Angeles Mayor Karen Bass continued to make comments encouraging Bonta and Paramount to find a solution.

In September, Bonta blinked. The company and the states reached a settlement agreement after Paramount agreed to invest at least $1.5 billion more in domestic production over the next five years and commit funds to a workforce-training program for the entertainment industry, among other concessions.

The settlement didn't require Paramount to remain in California, but the company said it would remain a Los Angeles company and keep the Warner and Paramount studio lots.

Speaking to employees Tuesday, Ellison promised to make more movies, invest in great television and embrace technology to create a formidable, forward-thinking media and entertainment company.

The two companies "are not coming together to manage decline," he said. "We are coming together to build for growth. And we are going to be ambitious about it. Very simply, we are here to win."

 

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