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Some Warner Bros. execs hope states’ antitrust lawsuit will derail Paramount deal

Some Warner Bros. execs hope states’ antitrust lawsuit will derail Paramount deal

Privately, some top executives at Warner Bros. Discovery are supporting the 12 states that have sued to block Paramount Skydance’s acquisition of WBD to win in court and get the mega deal rejected. What is obvious, according to multiple sources, is that there is a sizable contingent at Warner Bros. of people who do not

Privately, some top executives at Warner Bros. Discovery are supporting the 12 states that have sued to block Paramount Skydance’s acquisition of WBD to win in court and get the mega deal rejected.

What is obvious, according to multiple sources, is that there is a sizable contingent at Warner Bros. of people who do not want the merger with Paramount to happen. And the prevailing sentiment among some at WBD is clearly the hope that the state attorneys general’s lawsuit will scuttle the works long enough to cause the deal to fall apart. (A representative for Warner Bros. Discovery declined to comment.)

Paramount agreed to freeze the Warner Bros. Discovery merger pending the outcome of the trial in the antitrust case brought by 12 Democratic state prosecutors. That will delay the merger by at least a few months, and potentially up to a year or more, while the litigation plays out in court. The next step in the process will be negotiating a trial date: Paramount wants it to begin this fall, while the states want it to begin in 2027. The parties could potentially negotiate a settlement. But if the case goes to trial and the states prevail, Paramount would appeal the decision and the merger could remain in legal limbo until the second half of 2027.

While some at Warner Bros. Discovery remain hopeful that the Paramount pact is a legal landmine, others have accepted that the $111 billion merger will likely be consummated. Right now, says a WBD executive, “We need more information… People have more questions than anything else.” This person says, “I don’t understand the waiver as much as people who just want to know what they’re looking at. Like, are we planning the upfront next year?” The answer to that, adds the executive, is that “you have because if this drags on, it could be a year from now” before the deal is closed.

The new months-long delay in the merger of Paramount and WBD, and the looming prospect of mass layoffs if that happens, has left employees at both companies feeling unsure of what will happen and when. And uncertainty generates anxiety.

Paramount Skydance chief David Ellison wrote a memo to company employees on Monday addressing the deal’s pause and acknowledging the less-than-ideal situation. “I know this additional uncertainty has been challenging and I want to thank you for your continued patience, commitment and collective contributions,” he wrote. Ellison reiterated his confidence in Paramount’s legal case: “We believe this is the right path because the facts and the law are on our side, and a full hearing will demonstrate why the plaintiffs’ arguments should not prevail.”

Ellison also included that familiar “business as usual” refrain that managers use when big transactions are pending.

For Warner Bros. Discovery, the merger deal offers plenty of leeway for how the company handles its business before the deal officially closes. Through the process of mergers and acquisitions, for example, WBD has expanded HBO Max internationally. The company can enter into package deals and acquire content, and has the flexibility to negotiate extensions or renewals with existing partners (like the NHL or MLB), as well as content licensing sales, as long as the deals don’t extend beyond December 2028. But the longer the Paramount-WBD merger takes, the closer Warner Bros. teams will get to bumping into that timeline.

A source at WBD’s cable networks division says that, for now, it’s business as usual, “which is surprising.” All green-lit shows are still running and the fall 2026 schedule is set, while new shows are already being picked up to air in 2027. The cable TV group is operating as if it will actually be a year before Paramount-WBD can close. There are fears right now that certain deals or decisions could be undone later under a combined company, this source adds, “but that was also true when WarnerMedia and Discovery merged.”

Paramount definitely doesn’t want the merger delay to hurt WBD’s long-term business prospects. “They need that we continue making money,” says a Warner Bros. executive.

At Warner Bros. Discovery, “people have different thoughts” about the Paramount merger, a company insider says. For many business unit leaders, “there’s the initial, ‘Oh, wow, this is all happening,’” this person says. But with continued delays, “people go back to what they were doing.” The planning process for the Paramount-WBD merger integration right now is “not a daily reality” for, say, someone who works in the film group.

At Paramount there is also a mix of attitudes. “Some say, ‘I can’t wait to add XYZ’ to my business,'” says a source familiar with the company. “Others think more like: ‘I don’t want to give up my fiefdom.'”

Last week, several top executives from Warner Bros. Discovery attended the Academy Museum premiere of HBO Max’s highly anticipated “Stuart Fails to Save the Universe,” a sci-fi spinoff of “The Big Bang Theory.” Among those attending the July 21 event were Warner Bros. TV’s Channing Dungey, Clancy Collins White and Brett Paul, and HBO Max’s Amy Gravitt. So more than a few gasps could be heard in the theater when “Stuart Fails to Save the Universe” co-creator Chuck Lorre dropped this bombshell in his opening remarks: “By the way, I don’t know if your phones have started ringing yet, but there’s big news: The Ellison-Paramount thing fizzled.”

Wait, what? Had everyone missed the biggest news of the summer while sitting in their seats? Alas, it wasn’t meant to be: Lorre was doing a bit. “Chipotle is buying Warner Bros.,” he joked. “Chipotle WB.”

The WBD executives in the room chuckled but sighed. At the after party, the tension was real. Trying to remain calm as they mingled, attendees talked about scenarios about when and how the deal could still be stopped. Overall, the feeling that emerged among those present was that the Paramount merger was not a fait accompli. At this point, it looks like there will be several more months of waiting before there is clarity on the path forward.

Jennifer Maas contributed to this article.

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