WBD Acquisition Thread

[lowell]

It's obviously important to survey the components and subsidiaries of the company you're buying so you can be fully certain as to just what exactly you're getting, where you can and cannot cut corners, and how you can integrate that with your existing offerings.

Respectful companies usually don't do this until things are fully done, though. You could make preliminary guesses during due diligence but jumping the gun is off-limits.

And yeah, David Ellison doesn't think those rules apply to him. That's why the Redstones let him, Jeff Shell, and other Skydance executives pitch walk into whichever building and monitor things, like CBS News, for example, while the National Amusements sales process wasn't even complete yet.

That's how we got the $16M 60 Minutes settlement paid to Trump, fresh layoffs ordered post-Bakish ouster, and The Late Show getting its plug pulled, just to make Ellison's shady buyout of the Redstones look good.

 

[awinger24]

This will not last. Bari Weiss would be gone for her incompetency. David Ellison’s profits would be in the toilet due to the debt. That ME money is going to delay this merger even further and further.

 

[Elijah Abrams]

https://www.bloomberg.com/news/articles/2026-06-18/paramount-warner-s-too-low-deal-odds-leave-room-for-arb-profit

FULL ARTICLE:

Complete article:

"Paramount Skydance Corp.'s proposed takeover of Warner Bros. Discovery Inc. just won crucial US approval — but with many hurdles remaining, traders still see opportunity to profit from how this $110 billion transaction will play out.

The gap between Warner Bros.'s stock price and Paramount's $31-a-share offer stood at $4.76 as of Wednesday's close, about as wide as it was before the Justice Department closed its investigation into the deal last week.

That spread didn't budge much primarily because the DOJ's approval was widely expected. Other looming risks pose more of a threat, including potential legal challenges from states led by California and antitrust reviews in UK and Europe. The deal's sheer size is also at play in keeping the gap as wide as it is, as are some lingering concerns over financing and political pressures.

Even with these concerns, some arbitrage traders who make wagers on deals say current odds as reflected in market prices underestimate the chance that the transaction gets done. Trading levels now reflect a roughly 70% probability of the deal closing, according to an informal survey of arbs. For many, it's a misalignment they see as likely to resolve over time.

"That's way too low," said Roy Behren, co-chief investment officer at Westchester Capital Management, which manages the $2.5 billion Merger Fund and is wagering on the transaction. "We believe the deal probability is significantly mispriced."

Ahead of wining US approval, Paramount Chief Executive Office David Ellison and his team had advocated for the deal in Washington, and his father, Oracle Corp.'s Larry Ellison, is a friend of President Donald Trump. The tie-up still faces opposition from Democrats in Washington and states like California as well as many in Hollywood, who argue that the it would result in fewer jobs, higher production costs and less choice for audiences.

The merger will give Paramount an entertainment juggernaut and control of two major news sources, adding CNN to a roster that already includes CBS News, which has undergone a shakeup under Ellison's leadership. Critics warn of the potential loss of news independence and coverage that may favor Trump.

To Behren and other players in the arb community, the core question is whether the companies ultimately can reach settlements with US state enforcers — or defeat litigations in court— and how long that will take.

Ticking Fee

The companies aim to close the transaction in the third quarter. If not completed by then, Paramount will have to pay a so-called ticking fee of 25 cents a share per quarter, according to the merger agreement.

"Even if you assume a November close, which is later than the company's current guidance, that's nearly 35% annualized return," Behren said.

For Adam Halper, head of the Americas and global research at Churchill Capital, the biggest risk isn't states suing, it's that they don't settle, and litigation drags on. That said, "with the threat of the large ticking fee, the parties would be very keen to come up with a near-term solution, irrespective if a suit is filed or not," he said.

Outside the US, the companies are still seeking approvals from the UK and Europe, among other jurisdictions. If either agency undertakes an in-depth probe, that could cause delays past the deal's anticipated third-quarter closing, according to Jennifer Rie, a Bloomberg Intelligence analyst. However, she noted that "remedies should make that achievable, leaving state investigations as the main obstacle."

In the US, if the states sue and secure a short-term block on closing, that might drag the deal well into 2027, she said. That said, the deal is more likely to go forward after either a legal victory or settlement with agreed-upon remedies.

"Even if delayed, and despite vocal opposition to the deal, we lean toward it ultimately closing," Rie wrote in a research note this week."

 

[Mandouga]

So, this article just tells people what they already know, and the merger is still not a done deal...you know, basically.

 

[awinger24]

So, this article just tells people what they already know, and the merger is still not a done deal...you know, basically.

Yeah. Even with the ticking fees and all of that, Ellison wants this deal done quickly as possible so he can influence the midterms and CNN will go the way of CBS News under Bari Weiss.

 

[lowell]

Lots of info to go through but here it is:

"California Attorney General Rob Bonta criticized the Trump administration for clearing Paramount Skydance Corp.’s $110 billion acquisition of Warner Bros. Discovery Inc., as several states mull a possible challenge to the deal.

The Justice Department under President Donald Trump is “just picking winners and losers. They’re helping the people they want,” he said, pointing to Paramount controlling shareholders Larry Ellison and his son David Ellison, who are close to Trump.

Bonta referred to a lengthy closing statement from the US Justice Department Friday about its review of the tie-up, which would combine two of the five largest Hollywood studios.

“That statement, it’s shameless that they mention the markets,” Bonta said. “They just want to help the Ellisons.”

Bonta said during the interview that the states’ trust in the Justice Department’s antitrust enforcement “has been destroyed.” He cited the DOJ’s surprise settlement in April a week into trial in the monopolization case against Live Nation Entertainment Inc., which the states went on to win. He also criticized the government’s handling of Nexstar Media Group Inc.’s purchase of Tegna.

Bonta declined to comment on potential settlement discussions in the Paramount deal. He called some reports about the deal “perplexing,” citing comments that the state investigation was “political” and that critics are “antisemitic.”

“We’re looking at this as a straight antitrust case,” he said. “That’s how the US DOJ should have looked at it.”"

https://www.bloomberg.com/news/articles/2026-06-18/bonta-calls-doj-s-statement-clearing-paramount-deal-shameless

"State attorneys general are eyeing a pair of former Federal Trade Commission attorneys with the law firm Milbank LLP to help litigate a possible antitrust case against Paramount Skydance Corp.’s $110 billion purchase of Warner Bros. Discovery Inc., according to people familiar with the matter.

The states have interviewed attorneys from multiple law firms including Milbank lawyers Rich Parker and James Weingarten, who have emerged as leading contenders for the role, said the people, who asked not to be named discussing confidential information.

No final hiring decisions have been made, the people said. Bloomberg News has also reported that the group of states weighing the lawsuit haven’t made a final decision on whether to bring a case.

In an interview with Bloomberg Thursday, California Attorney General Rob Bonta said a final decision hasn’t been made about a lawsuit or hiring outside counsel."

https://www.bloomberg.com/news/articles/2026-06-18/california-eyes-milbank-lawyers-for-paramount-merger-challenge

"Kessler’s deal may offer a glimpse of what’s ahead. California Attorney General Rob Bonta has already enlisted Simonsen Sussman—the firm founded last year by former F.T.C. officials Catherine Simonsen, Shaoul Sussman, and Nicolas Stebinger—to help him fight the Nexstar–Tegna merger.

Meanwhile, The Hollywood Reporter reported this week that Bonta has also been in discussions with superstar trial lawyer Robert Van Nest about representing California in a challenge to the Paramount–Warner Bros. Discovery deal. Hiring a lawyer of Van Nest’s stature would not come cheap. A go-to litigator for Google, Qualcomm, and OpenAI, he commands rates comparable to Kessler’s.

That said, if states can build contingency or hybrid-success arrangements into these engagements, they may suddenly find themselves able to recruit the most-desirable antitrust trial lawyers in the country.

Kessler declined to discuss his fee arrangement. In discussing a possible preliminary injunction, Kessler pointed to the roughly $700 million quarterly “ticking fee” that Paramount would owe WBD shareholders if the deal failed to close on schedule. I was struck by how he had transformed what was originally a signal of confidence—a carrot offered to WBD shareholders who had once entertained a rival bid from Netflix—into a reason that a judge should hesitate before delaying the merger.

But the more I thought about it, the more it occurred to me that the ticking fee could serve another purpose. Every quarter of delay now carries a measurable cost. What if David Ellison promised his lawyers a bonus for helping avoid those fees? What if merger defense, like merger challenges, starts to incorporate success-based economics?"

What I’m Hearing: Live Nation “Bounty Hunters” & Blake’s Pyrrhic Victory

Matthew Belloni Hello and welcome back to the Tuesday edition of What I’m Hearing, steered by Eriq Gardner. Tonight, Eriq has the numbers on just how lucrative taking on Ticketmaster can be for the lawyer at the center of the recent antitrust trial win. Plus, Blake Lively’s latest attempt to...

puck.news

"What happens if California succeeds and the WarnerMount merger is either blocked or abandoned?

A doubtful scenario, given the federal government already signed off on the $110 billion deal. But let’s say California’s attorney general, Rob Bonta, files suit, as expected, and a judge either enjoins the deal, the state is able to undo it, or the saga drags into 2027 and the Ellisons get tired of paying the roughly $650 million-per-quarter ticking fee and walk away. (I highly doubt that last part.) This would leave David Zaslav and the Warner Discovery team to execute Plan B, the split, which was actually Plan A before the Ellison overtures put the whole company in play. The Warners studio and HBO Max would be separated from the TV networks and auctioned to the highest bidder, likely Netflix or Comcast, the two jilted suitors the first time around.

Netflix would probably bid less this time, given that the company wouldn’t be up against one of the world’s wealthiest families, and it’s unclear whether Comcast could put a deal together at all, given its share price is now hovering around decade lows. Warners would likely get a $7 billion breakup fee from Paramount (on top of the $2.8 billion that Paramount had to pay Netflix for spoiling that closed deal), so the spinoff might be on more-solid financial ground, or at least have less debt to deal with.

Would that be better for the Hollywood coalition pushing to block the merger? Maybe. (It would certainly be awesome for Gunnar Wiedenfels, the Zaslav hatchet man and Warner Discovery C.F.O., who would finally get to run his own company in the spun-off Discovery Global.) Netflix, in particular, might keep more of the Warners workforce than Paramount, which is expected to slash and burn its way to $6 billion in synergies.

And maybe some other white knight would emerge. But those thinking a blocked merger would somehow “save” Warners from being sold don’t know how this stuff works, or the lengths to which Zaslav will go to get his massive payout. “There is no scenario in which this company is an ongoing entity like it is today,” analyst Rich Greenfield told me today. “It is getting sold, the only question is to whom.”"

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puck.news

On the Puck articles, some of it is very sloppy speculation. I would only agree about the breakup fee check heavily making a dent in WarnerDiscovery's debt load and another sale process being inevitable down the road.

A return to split scenario only accelerates the sale process again and be another unneeded distraction hanging around.

WarnerDiscovery could just simply finish HBO Max's international expansion, fold Discovery+ into it, keep whittling down the debt load, and then actually begin a full company sale after most of those things are done.

 

[zakawer2]

Here's a world map showing the markets where the HBO Max streaming service is currently available (not including markets where HBO Max content is exclusively leased to a third party). There's honestly only a few major world markets left for WBD to conquer (including Canada, Arab countries, Sub-Saharan Africa, Azerbaijan, Uzbekistan, Turkmenistan, India, South Korea and Japan; some dependent overseas territories of Denmark, the United Kingdom, France, the Netherlands and Australia; and European microstates along with the partially unrecognized Kosovo).

Certain markets (Cuba, Russia, Belarus, North Korea and Iran) are currently off-limits for now. Mainland China is a market where actually launching HBO Max seems nigh-impossible in practice, so HBO content is instead leased to a third-party service there.

And Canada is obviously the only market that has Paramount+ but not HBO Max.

WBD has made significant strides in its ongoing effort to expand HBO Max to additional markets. Recently, they launched the proper HBO Max service in New Zealand and Vietnam.

I think the merger (if it happens) could make further HBO Max expansion more challenging. And I also don't know how a post-separation Warner Bros. (assuming the split happens) would be able to complete the expansion of HBO Max either.

And as for discovery+, I think that service's days are numbered (except in the United States and India). All non-U.S. markets that have the proper discovery+ service already have the proper HBO Max service, except for India of course. And in the UK, they actually moved TNT Sports from discovery+ to HBO Max when the latter service was launched in that country in March 2026. Heck, they even got rid of discovery+ in Denmark, Finland, Spain, the Netherlands and Brazil!

 

[lowell]

View attachment 319317
Here's a world map showing the markets where the HBO Max streaming service is currently available (not including markets where HBO Max content is exclusively leased to a third party). There's honestly only a few major world markets left for WBD to conquer (including Canada, Arab countries, Sub-Saharan Africa, Azerbaijan, Uzbekistan, Turkmenistan, India, South Korea and Japan; some dependent overseas territories of Denmark, the United Kingdom, France, the Netherlands and Australia; and European microstates along with the partially unrecognized Kosovo).

Certain markets (Cuba, Russia, Belarus, North Korea and Iran) are currently off-limits for now. Mainland China is a market where actually launching HBO Max seems nigh-impossible in practice, so HBO content is instead leased to a third-party service there.

And Canada is obviously the only market that has Paramount+ but not HBO Max.

WBD has made significant strides in its ongoing effort to expand HBO Max to additional markets. Recently, they launched the proper HBO Max service in New Zealand and Vietnam.

I think the merger (if it happens) could make further HBO Max expansion more challenging. And I also don't know how a post-separation Warner Bros. (assuming the split happens) would be able to complete the expansion of HBO Max either.

And as for discovery+, I think that service's days are numbered (except in the United States and India). All non-U.S. markets that have the proper discovery+ service already have the proper HBO Max service, except for India of course. And in the UK, they actually moved TNT Sports from discovery+ to HBO Max when the latter service was launched in that country in March 2026. Heck, they even got rid of discovery+ in Denmark, Finland, Spain, the Netherlands and Brazil!

Once HBO Max's international expansion is mostly done, Zaslav could just argue that folding in Discovery+ into it brings down streaming operation costs.

If the $7B check and the ongoing debt reductions make a heavy meaningful dent in the debt load, Zaslav and Wiedenfels could just easily continue chipping away at it.

And with the streaming rollout and debt paydown taken care of, Zaslav & Malone sells the entire company in one go to the highest bidder.

 

[zakawer2]

Once HBO Max's international expansion is mostly done, Zaslav could just argue that folding in Discovery+ into it brings down streaming operation costs.

If the $7B check and the ongoing debt reductions make a heavy meaningful dent in the debt load, Zaslav and Wiedenfels could just easily continue chipping away at it.

And with the streaming rollout and debt paydown taken care of, Zaslav & Malone sells the entire company in one go to the highest bidder.

WBD still needs to have discovery+ in the United States for some reason, likely to retain a certain distinct demographic separate from the typical HBO Max consumer.

And in India, discovery+ is the only streaming service that WBD fully owns, thus giving them a reason to at least retain it there until a full HBO Max launch can be done (which would require the JioHotstar deal to at least be flexible enough to permit WBD to launch HBO Max one way or another, or would also require said deal to either expire or get terminated).

But in Sweden, Norway, Germany, Austria, Italy, the United Kingdom and the Republic of Ireland, discovery+ is looking more and more like a liability for WBD these days, especially given that HBO Max is readily available and already has much of the unscripted content that discovery+ is traditionally known for. The stuff on discovery+ that's not already on HBO Max yet could be added to the latter service. I think discovery+ should just be shut down in the seven European countries where it is somehow still available.

 

[themidnightlore]

You forgot Italy. But in Italy D+ still is used!

 

[lowell]

WBD still needs to have discovery+ in the United States for some reason, likely to retain a certain distinct demographic separate from the typical HBO Max consumer.

And in India, discovery+ is the only streaming service that WBD fully owns, thus giving them a reason to at least retain it there until a full HBO Max launch can be done (which would require the JioHotstar deal to at least be flexible enough to permit WBD to launch HBO Max one way or another, or would also require said deal to either expire or get terminated).

But in Sweden, Norway, Germany, Austria, Italy, the United Kingdom and the Republic of Ireland, discovery+ is looking more and more like a liability for WBD these days, especially given that HBO Max is readily available and already has much of the unscripted content that discovery+ is traditionally known for. The stuff on discovery+ that's not already on HBO Max yet could be added to the latter service. I think discovery+ should just be shut down in the seven European countries where it is somehow still available.

If every other non-U.S. country (besides India) has Discovery+ folded into HBO Max and its international expansion is mostly done, Discovery+ U.S. being integrated into HBO Max U.S. makes total sense after the DC Universe and Boomerang services were given the same treatment.

With streaming resources being optimized towards one main platform in HBO Max, no need to continue running Discovery+ for the long-term.

 

[RandomMe]

You forgot Italy. But in Italy D+ still is used!

That's because they had a strong WBD presence on linear as far back as the success of Real Time and DMAX. They even got the rights to Walter Presents dramas on Discovery+ before the WBD merger of 2022.

 

[zakawer2]

You forgot Italy. But in Italy D+ still is used!

Everything on discovery+ in Italy that's still not on HBO Max yet (including the K2 and Frisbee programming) could easily be migrated to HBO Max, followed by d+'s closure. Even sports (which I think used to be exclusive to discovery+) is on HBO Max in Italy!

 

[themidnightlore]

Everything on discovery+ in Italy that's still not on HBO Max yet (including the K2 and Frisbee programming) could easily be migrated to HBO Max, followed by d+'s closure. Even sports (which I think used to be exclusive to discovery+) is on HBO Max in Italy!

...Remember that D+ also serves as the hub for the FTA channels streams. And it is useful for who wants to watch Eurosport but not get the HBO stuff, as it costs less.

 

[zakawer2]

...Remember that D+ also serves as the hub for the FTA channels streams. And it is useful for who wants to watch Eurosport but not get the HBO stuff, as it costs less.

WBD could still put all of their free-to-air TV channel streams on HBO Max in Italy; I mean, HBO Max in Denmark has streams for all of WBD's quintessentially Danish TV channels. And isn't getting the Basic with Ads add-on and the Sports add-on the cheapest way to watch sports on HBO Max?

 

[themidnightlore]

WBD could still put all of their free-to-air TV channel streams on HBO Max in Italy; I mean, HBO Max in Denmark has streams for all of WBD's quintessentially Danish TV channels. And isn't getting the Basic with Ads add-on and the Sports add-on the cheapest way to watch sports on HBO Max?

WBD has bigger fishes to fry than closing Discovery+ around the world right now. Like, they should safeguard their FTA channels now (and sell them to others so that Paramount can't close them?)

 

[awinger24]

Is there any chance the WB name will dissolve forever and it will be Paramount only? Ellison’s probably going to destroy every single classic / legacy film and TV show in favor of contemporary modern slop. Banning original movies and mandate a franchise only policy while everything gets buffed and burned for tax write offs. He’s Zaslav/Iger 2.0

 

[zakawer2]

Is there any chance the WB name will dissolve forever and it will be Paramount only? Ellison’s probably going to destroy every single classic / legacy film and TV show in favor of contemporary modern slop. Banning original movies and mandate a franchise only policy while everything gets buffed and burned for tax write offs. He’s Zaslav/Iger 2.0

I don't think that's happening.

I personally think it makes more sense for Ellison to keep the Paramount and Warner Bros. Discovery parts separate from each other within the mega-corporation, but still somehow connected the same way Paramount and Skydance currently are (and with the same connection between WB and Skydance that Paramount and Skydance currently have), and in such a way as to permit potential Paramount–Warner Bros. crossovers (since both sides have highly valuable IPs, some of which could benefit from crossovers).

 

[awinger24]

What about licensing and all of that? Could he pull all of PSKY and WB’s catalog off of cable TV and free platforms like Tubi and copy Disney+ by putting everything behind the paywall that is Paramount+?

No more WB animation on MeTV if this goes through.

 

[zakawer2]

What about licensing and all of that? Could he pull all of PSKY and WB’s catalog off of cable TV and free platforms like Tubi and copy Disney+ by putting everything behind the paywall that is Paramount+?

No more WB animation on MeTV if this goes through.

Pretty sure an Ellison-led post-merger WBD/PSKY still intends to license its content (on both the Paramount and Warner Bros. sides) to third parties where useful (quoted directly from strongerhollywood.com, the official website for Paramount's pending merger with WBD):

CONTINUED LICENSING​

Both studios will continue to support a vibrant third-party ecosystem by licensing films and shows across their own and third-party platforms, while remaining active buyers of content from third-party studios and independent producers.

For U.S. customers like you, that means continuing the ongoing process of licensing classic cartoons from the overall content library to MeTV in the U.S., and it means continuing the ongoing process of licensing classic cartoons from the overall content library (especially ones not already available on either HBO Max or Paramount+) to third-party services like Tubi in the U.S.