Careful what you bid for: The Ellisons’ Paramount/WBD deal is slipping toward a costly legal and financial cliff

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Paramount Skydance signed a $110 billion deal in February to acquire Warner Bros. Discovery, but has faced a lawsuit since July from a coalition of state attorneys general led by California’s Rob Bonta to block what they call an antitrust merger. The combined entity would control roughly 35% of film writing jobs, 36% of television writing projects, and 38% of writer deals, pushing the Herfindahl-Hirschman concentration index to nearly 1,960, above the DOJ’s 1,800 threshold. Paramount agreed to hold the merger until five days after a trial verdict or June 1, 2027, but will owe $650 million in ticking fees every quarter starting September 30, while the company struggles to generate that level of free cash flow. If the deal falls apart, the total cost would reach $9.8 billion ($7 billion breakup fee plus $2.8 billion already paid to Netflix), on top of thousands of jobs already cut across both groups.

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