Pick up where we left off in June.
As is so often the case, this story in the New York Times is less of interest for the facts, which have been reported earlier and in greater depth by other news organizations such as NPR, Reuters, CNBC, Variety, The Hollywood Reporter, and others, than it is for what it tells us about the standard narrative.
States Prepare Lawsuit to Block Paramount’s Merger With Warner Bros.
David McCabe, Benjamin Mullin, Lauren HirschA group of states are preparing to file a lawsuit to block Paramount’s acquisition of Warner Bros. Discovery as soon as this week, according to four people briefed on the plans, a legal challenge that would create a major obstacle for one of the biggest media mergers in history.
A draft of the lawsuit currently circulating argues that the $111 billion deal would harm competition in the market for so-called tent pole films, the expensive blockbusters that make up a large portion of studio revenues, among other claims, two of the people said.
California has taken the lead on the lawsuit, and states including New York, Washington and Connecticut have said they will join the effort, according to three of the people, as well as another person familiar with the states’ plans. All of them spoke on condition of anonymity to discuss a sensitive legal matter before it was public.
[I don't want to get too sidetracked into bitching about the Gray Lady, but how can it take three credited reporters to write an account so superficial it doesn't even mention the state which has most aggressively pursued this story?]
Once the lawsuit is finalized, the states could decide to delay filing it or scrap it completely. Reuters earlier reported states could sue as soon as this week.
A spokeswoman for Paramount said in a statement that the company was prepared to address “legitimate antitrust issues,” adding that its merger with Warner Bros. Discovery “raises no such concerns.”
“We are confident the facts and the law support this transaction, and we will continue to defend it vigorously,” she added.
Paramount has said it plans to close the deal in the third quarter of the year. As part of its deal with Warner Bros. Discovery, Paramount has said it would pay the company’s shareholders about $650 million in cash for each quarter the deal doesn’t close, starting in October.
...Internationally, the company has already secured approvals from more than 20 countries and regions, including China and Australia. Some international regulators must still approve the deal, including Britain. In June, a British official said her government was leaning toward examining the acquisition....
In filings last month related to a separate brought by streaming subscribers seeking to block the deal, Paramount executives said in sworn declarations that they planned to release at least 30 movies in theaters annually and keep new releases in theaters for at least 45 days before putting them on streaming platforms.
[A bit more bitching. It's true that Paramount executives said this but literally ten minutes of research would reveal that virtually no one outside of the company believes this is possible. This huge surge in production would have to happen while the company is forced to slash costs to deal with $79 billion in debt just as Fitch has just downgraded the company's credit rating to junk status.]
Up until recently, the Ellisons and their allies had managed to successfully sell the idea that the merger was a done deal. Resistance was futile. It is time to accept your new overlords. This created a situation where the greatest barrier the opposition faced was the belief that there was nothing the opposition could do. When the NYT runs something like this, you know that narrative is shifting.
Of course, positive thinking only gets you so far. The odds of the merger going through are still quite good, just not the slam dunk that much of the press has credulously repeated up to this point.
There are all sorts of fascinating moving parts here that you would know about if you got your news from the previously mentioned news organizations. This is more than just an antitrust story, with Middle Eastern sovereign wealth fund money making up something like half of the funding, which normally would be considered illegal. There is the previously mentioned Oregon investigation into corruption. Then there are all sorts of interesting aspects to the financing and the timing. The "ticking fee" is still a ways off, but it's not trivial, particularly if Ed Zitron proves to be prescient with respect to the near future of Oracle. Larry Ellison has committed to put up tens of billions of dollars that he might not have at some point.


