Halt This Proposed Illegal Merger Right Now Please
A special 2nd edition post today, featuring HFF's single-threaded round up of the latest on this particular front is back.
1
What may seem like a win for them, is actually going to help block this illegal merger
Perhaps you saw that Warnermount cleared a hurdle in the UK. But look closer:
“If this merger required binding remedies even in the UK, where Paramount and Warner hold a far weaker market position and the CMA has grown reluctant to block big mergers, the dangers in the more concentrated U.S. market are unmistakable.”
2
Is there a specific word for the pleasure of watching a pro-surveillance state billionaire marionette lose a boatload of money?
It is a shame he’s going to destroy a network and studio in the process, but it is better than watching him doing it twice over, all to win his daddy’s approval. And lose money? Yes, he is going to be losing it faster than he’s ever made it:
“A ticking fee, a ticking clock, and a shaky backstop
Time is not Paramount’s ally. Beginning September 30, the company owes Warner shareholders a $650 million ticking fee every quarter thereafter. That comes out of a firm with a free cash flow line of $96 million last quarter and $123 million the quarter before, meaning that since the combination of Paramount of Skydance in August 2025, the merged firm has barely recorded $650 million in free cash flow in total, but now has to pay that every quarter until this trial is resolved.
Facing a restraining order and an injunction fight it could lose, Paramount stipulated in federal court that the merger will not close until five days after a trial ruling or June 1, 2027, whichever comes first, a concession that handed the states the pause they had sought and left only the trial date in dispute.
The April 2027 trial that the attorneys general and the guild seek implies several such quarters before opening statements, and even Paramount’s proposed November date concedes at least one. Walking away is hardly cheaper. Paramount faces a $7 billion breakup fee on top of the $2.8 billion already paid to Netflix—$9.8 billion for the privilege of losing.
Making matters worse, the family balance sheet backstopping the bid looks less imposing than it once did. Oracle’s credit-default swaps have hit their highest levels since 2008, free cash flow is expected to stay negative into 2027 as data-center paybacks arrive slowly, and AI-era fortunes rest on the sort of circular financing many have cautioned about. The Middle Eastern sovereign funds contributing more than half the deal’s equity sit in more precarious positions still, with war on their doorstep.”
The Fortune article is really quite excellent and comprehensive, laying out the laws that proposed merger will break, the jobs they will take, Give it a read.
You no doubt wonder why The Ellison Men are so willing to spend so much at such a high risk… so lemmesplain
“The elder (despite his best efforts) Ellison may have revealed the endgame back in 2024. That’s when he first publicly outlined his vision of a vast surveillance infrastructure in which body cameras, vehicle dashcams, security systems and drone feeds would stream continuously to Oracle’s data centers for real-time artificial intelligence monitoring.
“Citizens will be on their best behavior because we’re constantly recording and reporting,” Larry Ellison said at the time.”
Read this whole article from MS.NOW to see how deep Larry E’s plan for the surveillance state goes. After all it is the only way he will make the money he needs.
3
How did they ever think it was a good idea?
You know my theory on how you can count on the most powerful and well-capitalized to constantly do dumb ass stuff regularly? This was another. And this time I am not talking about the proposed illegal merger; I am speaking of Boychick Ellison’s NYT OpEd last week. Read the responses to take the temperature about how little anyone believes anything coming out of the puppet’s mouth. I didn’t say pen because you know it is not his despite the byline.
On the other side of the coin, I am digging the smart responses, like this one:
“In your essay, you argued that the American people have misjudged you — that they are wrong about what is in your heart and mind. I want to be clear: I don’t care what you think or feel. What I care about is your actions.
And through your actions, you have made it clear who you are trying to please. It is certainly not the American people. It is someone whose name you could not even bear to mention in your essay: Donald Trump.
And that is really the point, isn’t it? You want us to think you are motivated by a love of movies and a vague commitment to the news.
In fact, you are just another in a line of powerful men who will do anything to gain Trump’s approval. In this instance, you may want that approval to seal a lucrative business deal, but it is his approval you seek all the same.
During the transition to your leadership, CBS pulled the plug on “The Late Show with Stephen Colbert” — a show that is often critical of Trump. You claim it was simply business, that the show was losing money. We both know that’s not true.
Because less than a year later, your network lawyers barred Colbert from airing an interview with Texas State Rep. James Talarico, a candidate Republicans fear could help flip the Senate.
Under past leaders of the Tiffany Network, late-night hosts have been empowered to speak their minds, and political candidates have been given airtime. That all changed under your watch.”
4
Should you be concerned about foreign ownership of American media?
As The Ankler reported back in April, Saudi Arabia, Qatar and UAE sovereign funds will own nearly 40% of Warnermount if the proposed illegal merger were to go through.
Why aren’t more people talking about this and raising questions?
“The question is what the Gulf states want from a deal that will put two Hollywood studios and two global news networks — CNN and CBS — under one roof.
Foreign investment in U.S. media isn’t new. But it has rarely collided this directly with major American news assets — or so audaciously tested federal limits. The FCC caps direct foreign ownership of broadcast TV at 25 percent.
The proposed transaction would lead to nearly double that level of foreign ownership, Paramount disclosed in an April 27 FCC filing — which says the ownership would not be direct. About 49.5 percent of the new company’s equity would be held by “aggregate indirect foreign ownership,” according to the filing. Three Middle Eastern sovereign wealth funds would account for the bulk of those foreign holdings — 38.5 percent of the company’s total post-deal equity.”
5
And looking beyond the illegal merger…
Those that want monopolies are up to no good elsewhere too
Federal Communications Commission scraps limit on broadcast TV ownership
But they are going to get stopped, right?
“WASHINGTON — On Thursday, the Federal Communications Commission voted along party lines to eliminate the 39 percent national television-ownership cap, a statute that the agency lacks the legal authority to repeal. Free Press and allies plan to appeal this unlawful decision in court.
Congress enshrined the national ownership cap in federal law; it prohibits a single company from owning TV stations that reach more than 39 percent of the national broadcast audience. The FCC does not have the power to get rid of this limit, but Chairman Brendan Carr decided to move ahead. His motivation is to remove a significant legal hurdle to further broadcast consolidation — specifically involving media conglomerates that are friendly to President Donald Trump and his far-right agenda.
In March, the FCC unlawfully granted a waiver of this same rule for broadcast giant Nexstar Media Group’s $6.2 billion purchase of Tegna, allowing it to far exceed the national limit on station ownership. That merger would give Nexstar access to 80 percent of U.S. households over the nation’s broadcast airwaves. Although the companies rushed to close the transaction on the basis of the FCC’s unauthorized waiver, federal courts in California halted the transaction in light of the antitrust lawsuits both from state attorneys general and private parties.”
Yes! Here here!