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The decision clears the way for Paramount to acquire Warner Brothers in cash. It caps off one of the most closely watched and fiercely contested takeover fights in the media industry has seen in many years. Is there a point at which David Ellison says, screw it? You know what? Let's drop Warner Bros. Forget about it. This is not worth it. David Ellison has shown there's no end to his appetite in doing deals and making his empire bigger.

I do not remember any media deal of significance before this one that was blocked at the state level. So that makes this deal somewhat unique. Everyone in Hollywood is wondering what's going to happen next. Nobody has any answers because we are waiting for this to play out in court. Hi, I'm Lillian Rizzo. I'm Julia Boorstin. Hi. My name is Alex Sherman. I cover media here at CNBC. I am senior media and technology reporter at CNBC.

And I've been covering the media industry for about 15 years. In June 2025, Warner Brothers Discovery announces they're going to split in two. There's going to be Discovery Global, and then there's going to be Warner Brothers. By September, David Ellison makes it known he wants to acquire the company. David Ellison wrote a series of letters to the board of Warner Brothers Discovery unsolicited, saying that he was interested in buying their company, and the initial bid was rejected by the Warner Brothers Discovery Board as too low.

So he bid higher, and that was rejected as too low. So he bid higher again, and that was rejected as too low. It was very much a Ross and Rachel situation. If you watch friends. And it got to the point where the Warner Brothers Discovery Board decided it was in the best interest of shareholders to actually run a formal process. Netflix ended up being the winning bidder initially, which was announced by December. That lasted maybe 24 hours before David Ellison came on air here at CNBC and said.

We literally submitted $30 a share in cash. Never got a phone call, never got a single markup. But basically our merger agreement never got a response. And that's why we're here today. We're here to finish to make sure that we can take directly to shareholders the offer that we sent to the board. From the very beginning of when Skydance acquired Paramount, it was always part of his plan to merge that with Warner Bros.

Discovery. It really is truly Larry Ellison's money, David's father that is bankrolling much of what David Ellison is doing and providing backstops and financial confidence. Eventually, Paramount just upped its bid to $31 a share, and that's when the Warner Brothers Discovery Board said, okay, fine, Paramount, you win. Paramount then had to pay a $2.8 billion breakup fee to Netflix. Netflix went away, and Paramount ended up buying Warner Brothers Discovery or agreeing to buy Warner Bros.

Discovery. From the regulator standpoint of approving it, it's. I think, if not all, has reached almost every major milestone from US regulators the Department of Justice to the UK, the European Union and then various other global jurisdictions. A group of state attorney generals has raised a lawsuit to block this deal. It's purely on antitrust concerns. There have definitely been media mergers that have been blocked by regulators and died.

Comcast buying Time Warner Cable that was killed. At&t tried to buy Time Warner. The DOJ blocked it. Dish and DirecTV tried to merge. I do not remember however, any media deal of significance before this one that was blocked at the state level. It's the state of California. Attorney General Rob Bonta is the one who's leading the way to try to block this deal, and has sued to block the deal. And his concern is really the combination of these two mega studios and the market share that they would have when they are combined.

His argument is that the combination of these assets would lead to a massive reduction in jobs and have a real negative impact, particularly here in the state of California. There's been so much speculation about whether or not David Ellison would sell or spin off CNN in order to get approval by California AG Rob Bonta. But Rob Bonta has said that's not actually what he's looking for. The deal has to go to a trial, which involves, of course, discovery on both ends.

And so both sides therefore need time to develop their cases. That trial date has now been set for next year, which people think is a lot longer than Paramount or anybody really want it to happen again. They want it to close the deal by September 30th. As of October 1st, Paramount is going to be paying a ticking fee to Warner Brothers shareholders of $7 million a day, and that could really add up between when that starts and when the deadline is for the deal to close next summer.

Paramount believes it has an incredibly strong case when it comes to battling it up with the state AG in California. The state AG thinks he has a strong case when it comes to antitrust law, so we're going to have to see how this all plays out in court. The reality is, is that nobody knows how this is going to be resolved because it all hinges on the decision of one judge. One thing I'm hearing a lot from my sources at studios here in Los Angeles is there's so much uncertainty right now.

On the one hand, I think Warner Brothers Discovery employees are sick of living in this life of limbo where they can't really get anything done because they're just waiting to figure out, am I going to be a part of Paramount or not? On the other hand, because a lot of Warner Brothers employees probably know that they're at risk of losing their job. If this deal goes through, they're kind of in no hurry for the deal to happen.

If I could identify a big winner in this deal, it would be the Warner Brothers shareholders. Shares jumped from like $9 a share to, again, more than $28 a share. That is an enormous jump in valuation from this M&A process. The fact that this deal is taking so long to close, despite federal regulatory approval, really raises a focus on the fact that it's hard to get deals done. Mega deals are hard to do even in this administration, which was expected to be easier for deals.

Given that, I'm hearing a lot about how we probably won't see any more mega deals in the near future. Instead, I'm hearing more and more about how we're going to be seeing more partnerships, more bundling and partnerships that can be done without mega M&A. If this deal is blocked, we can expect that to cast a major pall over any potential M&A going forward. If this deal doesn't happen, it will be a complete mess for both companies.

If the deal is literally blocked by regulators saying we simply do not think it is okay for these two companies to come together. I spoke to two of the CEOs of the media companies here, Disney CEO Josh tomorrow, as well as the CEO of Sony Pictures Entertainment, Ravi Ahuja. Disney CEO Josh D'amaro is an interesting position. Here he is about five months into the job, and I asked him whether the combination of these two media companies, Paramount and Warner Brothers Discovery, could create a potential competitor and threat to Disney.

I like the hand that we have. That doesn't mean, you know, I'm dogmatic. If there are opportunities that show up that make sense to our business, of course I'll be looking at those as well. But right now I feel pretty good about where we stand. Sony Pictures Entertainment CEO Ravi Ahuja is in a different situation because they don't have their own mainstream streamer. Their business is to sell Sony's content to all the different streamers out there.

So I asked him whether the consolidation of these two companies, Paramount and Warner Bros. Discovery, would be bad for Sony because it would eliminate one of the potential buyers. As a seller, you never want less buyers, but probably the most important thing for us is how healthy they are. So if when the two come together, if they come together and they're healthier, that's a good thing for us. T