Paramount's Mega-Merger with Warner Bros. Discovery Faces Scrutiny Amidst $2.8 Billion Breakup Fee

Published 1 hour ago5 minute read
Precious Eseaye
Precious Eseaye
Paramount's Mega-Merger with Warner Bros. Discovery Faces Scrutiny Amidst $2.8 Billion Breakup Fee

The acquisition of Warner Bros. Discovery (WBD) by Paramount Skydance marks a pivotal moment in Hollywood history, following a competitive bidding war where Netflix ultimately withdrew its offer. This deal, valued at approximately $111 billion, signals a significant consolidation within the media landscape, prompting intense scrutiny from various regulatory bodies and industry stakeholders.

Initially, Paramount declared on February 20 that its proposed deal for WBD had cleared the statutory waiting period for federal antitrust review, a week before the official announcement. Makan Delrahim, Paramount’s chief legal officer, creatively sought to expedite this process, a move praised by experts like Lee Hepner of the American Economic Liberties Project for significantly shortening the challenge window. Despite this federal clearance, the Department of Justice could still intervene, though practical enforcement may shift to state attorneys general. California Attorney General Rob Bonta has already pledged a "vigorous" investigation, asserting that the transaction "is not a done deal." While states typically have fewer resources than the DOJ, they can form coalitions to pursue major cases, a strategy increasingly effective in opposing deals based on conventional antitrust theories, as noted by Spencer Weber Waller, an antitrust professor at Loyola University Chicago. International jurisdictions, including the UK and the European Union, are also expected to scrutinize the transaction, likely imposing conditions rather than an outright block.

The bidding war saw Netflix initially offer an $83 billion deal, which raised considerable antitrust alarms due to its dominant position in streaming. However, WBD's board declared Paramount Skydance's $111 billion bid as a "superior proposal." Netflix formally declined to increase its offer, explaining through co-CEOs Ted Sarandos and Greg Peters that at the required price to match Paramount Skydance’s bid, the deal was no longer "financially attractive," classifying it as a "nice to have" rather than a "must have." Consequently, Netflix received a $2.8 billion breakup fee from Paramount Skydance, as per their prior agreement with WBD.

Paramount Skydance, backed by tech billionaire Larry Ellison's personal wealth and Middle Eastern sovereign wealth funds, has set an ambitious target to close the WBD transaction by the fall. David Ellison, chairman and CEO of Paramount Skydance, emphasized the goal of honoring the legacy of both iconic companies while building a "next-generation media and entertainment company" by combining studios, complementary streaming platforms, and talent. WBD President and CEO David Zaslav also expressed satisfaction with the outcome for shareholders, highlighting the maximization of value for their iconic assets and century-old studio. The combined entity will bring together enduring franchises from "Friends" and "Star Trek" to "The Godfather" and "Casablanca," alongside networks like CBS and CNN.

A core focus of Paramount Skydance's strategy, and a point of industry contention, revolves around its commitment to theatrical exhibition. Paramount vows to be a "Hollywood Champion" by maintaining both studios, investing in their creative engines, and prioritizing talent retention. Critically, the company pledged to deliver a broad pipeline of high-quality content, including an ambitious 15 theatrical feature films per studio per year, totaling 30 films annually, for their combined platforms and third-party distribution partners. Furthermore, Paramount reiterated its pledge to protect the exclusive theatrical window for films, promising a minimum 45-day window globally before paid video-on-demand availability, with an intention for 60-90 days or more for successful releases. The studios also commit to supporting a vibrant third-party ecosystem by licensing content and remaining active buyers from independent producers.

Despite Paramount’s assurances, significant skepticism persists within Hollywood, particularly among movie theater owners still recovering from the pandemic and labor strikes. Exhibitors, initially concerned about either merger leading to consolidation and fewer new films, expressed a "pick your poison" sentiment. While Netflix's Sarandos had also pledged a 45-day theatrical window, his past dismissal of moviegoing made rival executives and theater veterans skeptical. Paramount's David Ellison has explicitly positioned his company as the "anti-Netflix" and a "true champion of theatrical." However, the promise of releasing 30 films annually is met with doubt. For context, in 2025, Universal released 20 films, Disney 16, Sony 13, Warner Bros. 11, and Paramount only nine. Rival studio executives and analysts argue that achieving 15 wide releases per studio (30 total) is unrealistic due to manpower limitations, especially with Paramount seeking up to $6 billion in cost savings by eliminating "duplicative operations" in areas like marketing and distribution. This level of output is also questioned regarding quality control, as only a limited number of broad-appeal stories can be effectively developed, produced, and marketed globally each year.

Concerns also extend to the theatrical window itself. While Ellison promised "healthy traditional windows," analysts point out that Paramount already employs "relatively short theatrical windows" compared to competitors, with its 2025 films averaging approximately 31 days exclusively in theaters. The history of former NBCUniversal CEO Jeff Shell, now Paramount’s president, who aggressively pushed for shorter windows (like Universal's 17-day period during the pandemic), further fuels this skepticism. The industry fears a repeat of the Disney-20th Century Fox merger in 2019, which drastically reduced Fox's film output under Disney, leading to fewer major studio releases. Cinema United, a trade organization representing exhibitors, warned a Senate judiciary subcommittee that combining Paramount and WBD could consolidate up to 40% of the domestic box office in the hands of a single dominant studio, impacting not just theater owners but also movie fans and local businesses. While there's a sense of relief that Paramount, with its theatrical infrastructure, won over Netflix, the core question remains whether Paramount can truly ramp up output, maintain quality, and service its massive debt while cutting costs. The path to closure will likely be complex, facing continued scrutiny from states and abroad.

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