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Netflix Chases YouTube, Meta's AI Photo Grab, and Disney Fights the FCC
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State AGs vs. the Paramount–Warner Bros. Discovery Merger
At 18:58 · chapter starts 9:14
Kara leads an in-depth discussion of the multi-state antitrust challenge to the Paramount-Warner Bros. Discovery merger, which the DOJ cleared relatively quickly. Matt Belloni argues the antitrust case is weaker than recent high-profile battles like Live Nation — Paramount and Warner Bros. are not market leaders, and consolidation against Netflix and Amazon has a reasonable pro-competition argument. The real action, he says, is in the leverage game: state AGs filing suit and seeking an injunction to delay closing past October 1st, when a $650M quarterly ticking fee kicks in [1] — Matt Belloni "$650M/quarter ticking fee after Oct 1: Paramount owes Warner Bros. Discovery $650 million per quarter as a ticking fee once the deal extend…" 14:07 . The British regulator wants divestments from Paramount's UK joint venture with Comcast; California AG Rob Bonta wants job commitments and content production pledges. Both Matt and Kara agree CNN is the political trophy everyone wants but probably can't get, because Larry Ellison has reportedly grown attached to its media influence, particularly around Israel [2] — Matt Belloni "State AGs want CNN sold as a political win — but it's not a real antitrust remedy. The Ellisons now care deeply about media influence, espe…" 14:30 . With $80 billion in combined debt, any job-preservation pledge would be economically impossible — and Matt predicts the whole thing ends in a negotiated settlement of concessions, not a merger block.
Several state attorneys general, led by California's Rob Bonta, are finalizing an antitrust lawsuit challenging the Paramount–Warner Bros. Discovery merger, likely to be filed within days.
The state antitrust challenge to the Paramount–WBD merger isn't really about stopping the deal — it's about extracting concessions. With a $650M/quarter ticking fee starting October 1st, the states have real leverage, and getting an injunction would be the jackpot that forces meaningful negotiation.
David Ellison has verbally committed to releasing 30 movies per year theatrically from the combined studios — 15 from each — but states may seek that in writing as a binding concession.
Paramount owes Warner Bros. Discovery $650 million per quarter as a ticking fee once the deal extends past October 1st, giving states enormous leverage to extract concessions.
State AGs want CNN sold as a political win — but it's not a real antitrust remedy. The Ellisons now care deeply about media influence, especially regarding Israel, and may refuse to give it up even if it would make the lawsuit disappear.
The merged entity faces roughly $80 billion in debt, making any concessions around job preservation economically impossible and the entire deal premised on massive cost-cutting synergies.
Larry Ellison bankrolled Megan Ellison's Annapurna for a decade of Oscar-winning movies before finally cutting her off after too many losses. The question now is whether he'll show the same discipline with his son David's far larger, far more indebted Paramount bet.
