There’s a lot of sound and fury against David Ellison’s pending $111 billion megamerger with Warner Bros. Discovery. But what changes to the current terms of the pact will it signify — if any?
Mark Ruffalo claimed in a New York Times op-ed this week Hollywood stars are afraid of signing a letter against the deal (which now has nearly 5,000 signatories) out of fear of being blacklisted. House Democrats are urging California Attorney General Rob Bonta to “closely scrutinize” the deal.
Deal opponents continue to bang the drum about why the Paramount-Warner Bros. consolidation is bad: fewer jobs and less consumer choice. They point to the fact that even though Trump’s Justice Department settled its antitrust case against Ticketmaster and Live Nation, a coalition of state AGs won a jury verdict against the companies. There’s also the multi-state litigation against Nexstar-Tegna, which has stymied the integration of the two local TV station groups as the court reviews the claims that the tie-up is anticompetitive. “We believe this is a fight worth having — for us, for the industry, and for the future of local journalism,” Nexstar chief Perry Sook told investors this week.
FCC Commissioner Anna Gomez, who’s the only Democratic commissioner at the agency, this week called for the FCC to conduct a “vigorous” review of the foreign investment in the proposed Paramount-WBD pact. That came after Paramount disclosed that the merged entity will be 49.5% owned by foreign investors, with about 38.5% of the equity in the new company owned by the three Middle Eastern funds. Paramount’s WBD deal has a $24 billion commitment from the sovereign wealth funds of Saudi Arabia, Qatar and Abu Dhabi.
“The American public deserves to know who owns the airwaves that carry their news,” Gomez said. “I am alarmed by what appears to be an effort to rubber stamp a financial structure that places nearly half of one of America’s largest broadcast and media companies into the hands of foreign governments with documented records of press suppression and a troubling willingness to silence journalists.”
Paramount owns CBS, which holds broadcast licenses regulated by the FCC. Gomez noted that under federal law, foreign governments and their representatives are prohibited from owning those licenses, and any indirect foreign ownership above 25% requires FCC approval. There’s no signal yet that the FCC plans to conduct such a review under Trump-appointed chairman Brendan Carr.
Ellison is sticking with one of his favorite talking points about why Paramount-WBD is good for Hollywood: He says the combined entity will release at least 30 films annually. He notes that Paramount alone has nearly doubled its film slate from eight titles in 2025 to 15 this year.
More films in theaters, however, doesn’t necessarily mean more money. Paramount, in reporting Q1 earnings, reiterated that it expects “significantly lower theatrical revenue year-over-year due to lower average box office revenue per film across more releases” in 2026. Yes, that it’s facing a tough year-over-year comparison because of 2025’s “Mission: Impossible – The Final Reckoning” (which banked nearly $600 million at the global box office). But it shows that simply churning out more titles doesn’t actually correlate with bigger economic impact.
The legal question for those hoping to block Paramount-WBD is whether it’s inherently anticompetitive. A lawsuit filed on behalf of three Paramount+ subscribers on antitrust grounds last week alleges the merged company would become the biggest of the Hollywood studios, topping Disney. But the lawsuit estimates a merged Paramount-WBD studio would have approximately 23.6% market share — nothing close to monopoly territory.
And according to Nielsen data for February, WBD and Paramount — streaming and TV all-in — would have 12.2% share of total U.S. TV watch time. So it would seem to be tough to make an antitrust argument.
At this point, those agitating against the merger might see their most realistic option being to lobby for conditions on the merger, such as job-protection guarantees or production minimums.
Meanwhile, Warner Bros. Discovery chief David Zaslav is biding his time as he awaits the deal close, which the parties still expect to happen in September. In 2025, he received a nearly $110 million stock-option grant for leading the plan to split WBD into two entities. Of course, that won’t happen if Paramount’s proposed acquisition is consummated, but Zaslav gets to keep the options in any event. Read our analysis of media CEOs’ rich compensation packages from this week’s issue of Variety.
