Paramount, Warners Bros. Staffers In Limbo and Denial as Merger Deal Drags On

Has there ever been an industry as predisposed to sales, dispositions, mergers and megadeals as Hollywood? Over the last century, oil companies, soda conglomerates, cable providers and Big Tech giants have gobbled up studios and networks. Wealthy investors and private equity firms too. But with entertainment in the midst of an existential fight for time and attention, the stakes could never be higher.

Inside both Warner Bros. Discovery and Paramount, anxiety is pervasive in offices and studio lots as David Ellison’s $111  billion marriage stalls while 12 states take their legal fight to court with a winner-take-all trial set for March.

That uncertainty is causing a mix of panic and frustration at the highest levels. At the TV studio, it’s made it that much more challenging to retain talent (see Quinta Brunson, who defected from Warners, where she had an overall deal, to Disney’s 20th Television) or lure new names to the studio. One exec suggests that the strife in the CBS News division was not helping matters, as entertainment-side employees in left-leaning Los Angeles watched in horror as 60 Minutes unraveled and accusations of interference were lobbed at its Ellison-appointed editor-in-chief Bari Weiss.

Multiple execs who have worked through megamergers tell The Hollywood Reporter that while the C-suite implores employees to be business as usual, it is challenging to do so in practice. Even for Warners execs, who have already lived through the sale to AT&T followed by the spin to Discovery, the Paramount sale (the third deal in a decade!) is just another distraction. That’s just as true for staff at Paramount who are similarly uncertain about what the future holds.

With both WBD and Paramount set to undergo layoffs after the companies combine — about 2,495 jobs in L.A. County and about 6,000 globally are at risk, per a June estimate from L.A.’s Department of Economic Opportunity — a drawn-out process only further entices staff to begin seeking employment elsewhere. And for competitors, a merger process is seen as a ripe opportunity to poach highly sought-after executives, as the WBD-Prime Video legal dispute over marketing exec Pia Barlow demonstrated.

The deal itself also has certain explicit limits on what Warners can and cannot do and monetary thresholds above which WBD needs Paramount’s permission to act. While the merger agreement gives WBD a broad remit to keep operating, and a source at the company says that Paramount has not withheld consent on any issues brought to them thus far, another executive who lived through prior deals notes that the longer a deal drags on, the harder it is to maintain that status quo.

The first six months after a deal is announced tend to be the most straightforward, this exec adds, with things getting more complicated as it stretches beyond that. With the six-month mark looming and no end to litigation in sight, the pressure appears poised to ramp up. New shows and seasons will need to be ordered, blockbuster movies need to get a green light, licensing deals need to be signed, and streaming agreements need to be executed (many, in fairness, already have). But if Paramount and Warners find themselves at odds over a series pickup, over a film budget, over a licensing deal, things could go south fast.

It isn’t a hypothetical scenario, either. Negotiations over the future of the Comedy Central series South Park spilled into public view after Skydance, Paramount and Park County couldn’t come to terms on a new deal. “This merger is a shit show, and it’s fucking up South Park,” Trey Parker and Matt Stone said in a statement after the show’s season premiere was delayed — and that was more than a year ago. 

Ultimately, of course, all sides came to a $1.5 billion agreement after weeks of public infighting, but the bitter dispute underscores the risk involved.

There are a few clauses in the merger agreement that could cause issues as time goes on. For starters, there are limits on deals involving “key property” IP, both for new deals (e.g., a film or series) or a licensing deal to a third party. The agreement does not specify what qualifies as a key property, but one can safely assume that franchises like Harry Potter, Game of Thrones and DC are among them.

While the company can do deals as part of the ordinary course of business, those deals are restricted to lasting only to two years past deal close. Anything longer would require giving Paramount first rights to negotiate. Sales or acquisitions of content may require Paramount approval if they hit certain financial thresholds (between $30 million and $400 million, depending on the deal, the length and other factors).

That was the issue that caused the South Park battle, with Skydance disagreeing about the value and length of the deal that Paramount was prepared to execute with Park County.

One agent says that as the merger drags on, some A-list creatives may also think twice about taking a project to WBD if they fear that it could wind up in deal limbo. That could be a factor in Brunson’s decision to move her overall deal from Warners to Disney earlier this summer, though Warners has inked others in recent months, including with The Pitt mega-producer John Wells, Ryan Condal and Chris Ferguson.

John Oliver, the popular HBO late night host, also inked a new one-year deal, though it would not have risen to the level of requiring Paramount approval.

In fact, several creatives with deals or business at one or both companies, including Denis Villeneuve and J.J. Abrams, signed an open letter opposing the merger in April. One of them, Damon Lindelof, said that he worked with Ellison and found him “bright” and “ambitious,” but: “Hollywood mergers mean fewer movies and fewer TV shows, and that means fewer jobs.”

Indeed, previous mega-mergers haven’t helped, with creatives still holding lingering resentment toward WBD for actions to cull content in favor of tax savings after Discovery executives took over, and the aftermath of the Disney-Fox merger still fresh in the minds of many.

Dan Gregor, a writer and producer on Chip ’n Dale: Rescue Rangers and How I Met Your Mother, points to a movie 20th Century Studios was slated to produce with him as the director before the title fell into a “black hole” when Disney acquired 21st Century Fox. “Mergers are job killers,” he says. “I had a project in a very good spot at Disney. People were interested in producing, but the moment the merger happened, it died. It was a Fox project and Disney wanted to entirely do other things. The new producers had different mandates of what they were going to make.”

Dozens of scribes shared similar experiences when they wrote to the FTC in 2023 in support of revisions to merger guidelines that ultimately made dealmaking tougher. The Take writer Andrew Baldwin cited two productions Fox was interested in developing before they were scrapped because of the merger. “Disney doesn’t make original films like Fox does,” he wrote. “They make only their own IP and live action remakes of their back catalog of old films.”

These guidelines, which lowered the market threshold for a presumption of a violation of antitrust law, have emerged as a legal sticking point between Paramount and the states, with the studio arguing that courts aren’t bound by the guidance.

The agreement also sets limits on deals the company can do with HBO Max (e.g., inking a bundle agreement, such as Peacock’s recent deal with YouTube Premium), once again placing a limit of two years post-closing on them.

Inside CNN, the angst has been building for months as staff look with apprehension at what is happening at CBS News under Bari Weiss and with a recognition that any merger of CBS News and CNN will naturally lead to significant layoffs. Both news orgs have significant staffing at the White House and in D.C., New York, Los Angeles and elsewhere, and with a combined company looking to save costs, there is resignation that major layoffs will follow, even if merging the unionized CBS News and nonunion CNN will be more complicated than it may seem at first glance.

Staffers are seeing CNN become a political football, with David Ellison writing an Aug. 4 op-ed in The New York Times saying outright that he believes the states’ lawsuit is about his potential ownership of CNN, not market share in the theatrical landscape. 

Then there’s the strategy of it all, with CNN executing on Mark Thompson’s digital transformation plan even as Weiss pursues her own plan at CBS. When Discovery took over WBD, one of the first orders of business was to shutter CNN+. Now some staff fear that once again their plans will be nipped in the bud, only for someone else to start a fresh plan once more. Thompson has tried to assuage concerns in recent meetings with staff, imploring them to keep on track with the company’s objectives. As for rumors that the company could spin out CNN as part of a settlement with the states, inside the news channel there are mixed emotions on the possibility. Some are excited about the prospect of a takeover by Barry Diller, who said at a Wall Street Journal conference in May that he wants to buy CNN “before they ruin it any further. Hopefully before it’s extinct.”