What the Paramount-Warner Bros. merger settlement means for Hollywood

Transcript

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Geoff Bennett: A day after Paramount Skydance and a group of state attorneys general announced a settlement clearing the way for its merger with Warner Bros. Discovery, questions remain about whether the deal does enough to protect consumers and competition.

The $111 billion merger would create one of the biggest media companies in the world, bringing multiple film studios and cable channels, streaming services, and major franchises under one roof. It would also put two major news organizations, CBS News and CNN, under the same corporate umbrella.

California Attorney General Rob Bonta, who helped lead the antitrust challenge before reaching the settlement, acknowledged he still has concerns about the merger.

Rob Bonta (D), California Attorney General: This settlement is not a vote of support for this merger. It is not a blessing of the broader merger. Broadly speaking, we believe further consolidation in markets that are central to American economic life doesn’t serve the American economy, consumers, or competition well.

Geoff Bennett: But Bonta emphasized several key conditions of the agreement, including Paramount being required to release 30 films in theaters per year for the first two years, a $1.5 billion investment for homegrown film production, and the creation of an editorial independence board to support CBS News and CNN. The deal itself still needs to be approved by a federal judge.

For more, we’re joined now by Oliver Darcy of Status.

Oliver, thanks for being with us.

So what ultimately led to this settlement? Was it Ellison’s threat to move Paramount out of California or something else entirely?

Oliver Darcy, Founder, Status News: The threat from Ellison to move out of California seems to have loomed large over this.

If you remember, Rob Bonta was calling this an illegal merger for some time and really vowing to go all the way with this and saying he was comfortable going to court. And something happened in the recent weeks.

And that something is David Ellison was getting very serious about his threat to take production jobs from California and move them to maybe Nashville or to Texas. And you saw the governor, Governor Gavin Newsom, and local officials really worried about this and say they would like to see a settlement.

And the pressure, from our understanding, reporting on this, was really great on Rob Bonta. He really needed to settle this to make sure that David Ellison left those Paramount production jobs and potentially the Warner production jobs in California.

Geoff Bennett: Of all of the conditions attached to this settlement, which is expected to have the biggest effect on the entertainment industry?

Oliver Darcy: Yes, I mean, a lot of this can have a huge effect on the entertainment business. I think that people are looking at the settlement that Rob Bonta got and not super thrilled with it.

For instance, the big point about they have to release 30 films a year in theaters, if you look at the fine print, they do have to release 30 films, but they can co-produce half of them. So they only really have to release 15 films on their own, and then they can co-produce the other half and get those in the theaters to satisfy that requirement.

Ultimately, Geoff, this is going to result in a lot of layoffs in the entertainment sector. And that’s going to happen because there’s going to be a lot of synergies between Warner Bros. Discovery and Paramount, the back offices, people who support communications and publicity, people who support H.R. jobs, legal jobs.

Those jobs, I would imagine, would be almost immediately consolidated, and you’re going to see a number of layoffs, and then it’s going to just continue. This company that’s going to be formed is going to be under billions of dollars in debt. They’re going to need to find a lot of cost savings.

And that’s going to result regardless in a loss of jobs moving forward.

Geoff Bennett: And Ellison has agreed to create this independent editorial board for CBS and CNN. But critics say what is described as a safeguard is in many ways hollow. Explain why.

Oliver Darcy: Yes, there’s a number of concerns here.

One, usually, when you have an editorial board that’s supposed to safeguard the CNN and CBS from management, you wouldn’t have management get to select all the board members. In this case, Paramount gets to choose the five people who are going to be on this board. This board reports directly to Paramount’s chief compliance officer.

So, again, Paramount ultimately controls this board. It’s unclear what power this board has. I mean, it doesn’t say what power they have. If they find, for instance, that Paramount’s management is interfering with editorial, what power do they have to remedy that situation? It’s very unclear and not certain.

This board also doesn’t have to be formed for 180 days, meaning that David Ellison and company can, I guess, overhaul CNN, as they have overhauled CBS News, without having to deal with this board for the first six months or so. And so there are a lot of concerns this board is really just, as Kara Swisher, the CNN contributor and technology journalist, said, a fig leaf for management to get this deal across the finish line.

It’s something that Rob Bonta can hold up and say, look, we got this board that’s going to safeguard CNN’s editorial independence. But, ultimately, this board does not seem to have any real teeth.

Geoff Bennett: And, Oliver, who actually polices all of this? How quickly could the states act if Paramount decides to start testing the boundaries of this settlement?

Oliver Darcy: I mean, they theoretically have some avenues to enforce this. That’s what Bonta wanted.

And so, for instance, if they don’t release 30 films a year, for each film they don’t release, they’re on the hook for I think $30 million or so. But, again, ultimately, this was not what Bonta was asking for.

The state attorneys general, if you remember, they were asking for structural remedies, a change to the structure of this Warner Bros. Discovery acquisition. And what they got ultimately were behavioral remedies, saying basically that Paramount will behave in certain ways moving forward.

And that’s not what they said they wanted. And so I think, when you look at whether it’s the Writers Guild that’s upset with this deal — a number of critics, like Mark Ruffalo, who’s been outspoken, said this deal was handing a win to oligarchs and Donald Trump supporters.

If you look at why they’re upset with this deal, it’s because they basically didn’t get anything that they wanted, and you’re now allowing a deal which you had previously described as an illegal merger to go through.

Geoff Bennett: Oliver Darcy of the media newsletter Status.

Oliver, thanks again for your time. We appreciate it.

Oliver Darcy: Thank you, Geoff.