See here and here for the rest of the thread.
the thing is all state AGs have to do to deep-six this merger is delay it until OpenAI can't pay Oracle, Oracle's stock dives, Larry's collateral goes poof, etc.
— Christopher Mims (@mims.bsky.social) July 20, 2026 at 11:09 AM
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(Christopher Mims is a longtime tech columnist for The Wall Street Journal, just so you know I'm not quoting some rando here.)
In case you missed it, here's the story from the Los Angeles Times.
[Emphasis added]
Paramount-Warner Bros. deal on hold after court ruling - Los Angeles Times
Meg James
Hollywood’s biggest deal in decades is on hold.
On Monday, a federal judge temporarily blocked Paramount Skydance’s efforts to complete its purchase of Warner Bros. Discovery, ruling that the proposed $111-billion merger “raises serious questions” about whether the combination violates U.S. antitrust law.
District Judge Araceli Martínez-Olguín, based in Oakland, granted a request for a temporary restraining order from a coalition of 12 state attorneys general, led by California Atty. Gen. Rob Bonta, to freeze the deal while the court delves more closely into its impact on markets.
The order pauses the deal for 14 days. Martínez-Olguín’s ruling sets up a showdown for Aug. 3, when she considers a motion for a preliminary injunction — which, if granted, could tie up the deal for months in advance of a trial.
...“The judge basically said, ‘Look, let’s not race to the finish line here,’” Eric Talley, a Columbia Law School professor, said in an interview. “At the end of the day, maybe this thing gets signed off on, but I think the AGs are going to be given a fair chance to bring their claims forward.”
...
“Plaintiffs present compelling evidence that the combined firm resulting from the transaction will possess substantial market share in the wide-release theatrical distribution market,” Martínez-Olguín wrote in her 10-page order.
If allowed to merge, Paramount-Warner Bros. would control about 27% of the market of films that are initially released into more than 3,000 theaters.
“On this combined firm market share alone, the Court is persuaded that it can presume the proposed merger is likely to violate antitrust laws,” the judge wrote.
The ruling doesn’t signal that the states will win but, Talley said: “This is an important mark in the road that suggests that, in the eyes of the judge, at least one of their allegations has the seeds of a valid case.”
Here are some notes, roughly in order of importance.
No matter how things turn out, I should have at least a few months before I have to cancel HBO Max. I will make it through their Janus Films collection.
As mentioned before, along with SoftBank, Oracle is the major corporation most vulnerable to even a partial collapse of the AI bubble. The company has gone all in on data centers, is drowning in debt, has seen its credit rating slashed, and has an incredibly volatile stock, which is currently down more than 50% from its recent high on June 1.
Larry Ellison is contractually committed to pony up $47 billion when the deal closes.
Even the very rich are seldom liquid enough to easily cough up that kind of cash. The standard solution is to take out a loan with stock as collateral. Unfortunately, Ellison already has considerable debt, probably structured in such a way that another serious downturn in the stock could trigger a round of margin calls, which might force him to sell a large chunk of Oracle stock, which would further depress the price, which could trigger additional margin calls. You see where this is going.
In other words, Ellison's ability to close the deal depends on Oracle holding most of its value.
Then there's the ticking fee. Part of the merger agreement stipulates that if the deal is not closed by September 30, Paramount has to pay $650 million a quarter to Warner stockholders. Admittedly, this doesn't seem like a whole lot compared to the billions we've been talking about, but Paramount is already deeply in debt and, as the saying goes, "A half a billion here, a half a billion there, pretty soon you're talking about real money."
And then there's this:
A longer delay would have huge financial costs for Paramount. Starting Oct. 1, Paramount has to pay Warner shareholders a "ticking consideration" of roughly $650 million for every 90 days the deal is set back. If the deal is not consummated by June 4, 2027, Paramount will have to pay Warner $7 billion.
The best-case scenario for the Ellisons is an expensive and painful merger process. The middle case is that the merger does not go through. The worst possible case is that a collapse of Oracle's valuation will force the father-and-son team to start selling off assets like TikTok and Paramount.
I'm not going to assign any kind of probabilities here, but given the tone of the conversation around the merger as recently as a couple of weeks ago, this is a remarkable turn of events.


