Author: rb809rb

Whatever the true state of settlement talks this weekend between Paramount, a coalition of state Attorneys General and the Writers Guild of America to end the antitrust action over the $111 billion Warner Bros Discovery merger are, the people against the deal from the beginning are not going quietly.

“As Trump tries to ban CNN from the White House, it would be a massive mistake to cave on the Paramount merger,” Senator Elizabeth Warren (D-MA) said Saturday morning as the current WBD-owned cabler newser and MS Now journalists were denied access to the Executive Mansion. “The last thing we need is another Trump-controlled media conglomerate abusing its power to stomp out competition. This is a dangerous merger.”

Compared to Sen. Warren, the A-list supported Block the Merger is truly pissed off and feeling betrayed.

“The rumored ‘deal’ to usher the Paramount-Warner Bros. merger forward is an insult to everyone who has stood up against this harmful transaction and to the hundreds of thousands of workers, journalists, and consumers who will be hurt if it goes forward,” the DC-based group told Deadline today of reported behind closed doors negotiations underway right now. “Let’s be very clear: an agreement based on unenforceable concessions is a win only for David Ellison. It is an L for everyone else.”

As leaks of talks between the AGs, led by California’s politically ambitious Rob Bonta, and the Ellison-run Paramount flooded the media late Friday, the possible L (loss) that BTM are spotlighting could include guardrails of CNN editorial independence, some selloffs, and job assurances. The hope down on Melrose is such a deal would render moot the March 2, 2027, trial start date currently on the calendar in federal court – and all the financial and political blast radius that comes with it for the Trump-friendly Ellisons.

To that, with massive job, production and tax revenue losses on the table, Paramount’s Plan B for the last eight weeks has been to pressure Bonta from all sides to make a deal ASAP. Two days of court-ordered settlement talks have already been set for mid-October, but that’s procedural in the judicial system and widely expected to go nowhere fast.

Also, mid-October doesn’t quite line up with Ellison’s balance sheet.

Looking at an October 1 date in which a $7 million a day ticking fee to WBD shareholders begins as well as a September 24 hearing on a Hail Mary desire for a $1.88 billion bond from the states and the very not flush WGA, Ellison’s crew has been leaking more than ever threats to exit California for a red state.

Even as the likes of outgoing CA Governor Gavin Newsom acknowledged privately at the recent 78th Primetime Emmys that the Ellisons were being too heavy handed, the multi-pronged pressure campaign seems to have paid off. Whereas Bonta once accused Paramount of “blackmail” with its threats and theatrical promises, the reelection-seeking AG now has his lieutenants in the room with Ellison’s execs.

The latest word on the wire is the parties could have an agreement before the official start of Yom Kippur this weekend.

Word is also out there that New York AG Letitia James isn’t as “in step,” according to a source, with Bonta as she previously was when it came to burying the hatchet with Para. There is also the wildcard of the WGA, who joined the AGs’ July 13 suit after filing an anti-merger action of their own.

“This is such bullsh*t,” an industry insider told Deadline this morning of the ParaBros talks. “Bonta should have called their bluff, instead he caved,” she added, noting such tactics are typical of Democratic politicians in the MAGA era.

Block the Merger, with its support from such names as Bryan Cranston, Hannah Einbinder, Bradley Whitford, W. Kamau Bell, Kristen Vangsness, Jane Fonda and Rati Gupta, wasn’t quite as blunt today in its statement, but the vibe was very much the same.

“Thousands of industry leaders took a risk when they spoke out publicly about the harm the Paramount-Warner Bros. merger would cause,” said the outfit, which also counts Noah Wyle, Denis Villeneuve, Atsuko Okatsuka, Damon Lindelof and Sophia Coppola among its backers. Claiming that more than 75,000 people have joined them to tell the state AGs to stand strong, including national leaders like Warren, the group said, “We know a bad deal when we see one. AG Bonta and his fellow state AGs should reject this deal, stand strong, and fully block the merger with no concessions.”

That mention of Warren may have greater significance this weekend than initially apparent. Like everyone else, Paramount is keenly aware of what the polls are projecting going into November’s midterms. If the midterms actually occur and if the new Congress is actually seated (two big ifs in America right now), then a projected Democratic majority in the House and the Senate have promised to probe and even break-up mega-media mergers.

Even with Oracle founder Larry Ellison the primary backer of his son’s ParaBros dreams, the even older Ellison’s net worth, which has been declining of late, may not be able to handle the strain of months and months of such probes. So perhaps it is the first week of November, not October 1, that is the calendar date the younger Ellison is hoping to beat the clock on this weekend.

Paramount has been in “no comment” mode for weeks since the Melrose lot got burned on allegations of leaks detailing past preliminary talks with Bonta’s gang.

AG Bonta’s office did not respond Saturday to Deadline’s request for comment on Warren and Block the Merger’s opposition to the talks.

The FCC Paramount‘s proposed merger with Warner Bros. Discovery cleared an FCC review of its foreign ownership stake.

Paramount has disclosed that total foreign ownership of the combined company would be 49.5%, including 38.5% from investment funds from Saudi Arabia, Qatar and Abu Dhabi. Paramount had petitioned the FCC to sign off on the foreign investment, as any foreign ownership stake above 25% requires agency approval.

In its declaratory ruling, the FCC said that it believed that the “public interest would be served by granting the Petition.” Foreign owners are restricted from holding broadcast licenses, so the FCC had a role in the regulatory review of the transaction because of Paramount’s holding of CBS stations.

Paramount contends that the foreign investments do not pose national security, law enforcement, foreign policy or trade policy concerns. They noted that the Ellison family will retain a majority of the voting interests and control, while the foreign investors will not have voting control or governance.

The FCC ruling included a provision that the company said must obtain permission if “Paramount’s foreign voting interests in the aggregate exceed 25%, or if it proposes to change the voting interests of any of the approved Foreign Investors under this Declaratory Ruling.”

Anna Gomez, the sole Democrat on the FCC, along with Democrats on Capitol Hill, have raised issues about the foreign ownership stake in the transaction.

A Paramount spokesperson said, “When the proposed transaction with Warner Bros. Discovery closes, the Ellison family and RedBird will collectively hold the largest equity stake in the combined company and 100% of the voting shares, with no other equity participant having any governance rights.”

The spokesperson noted that the ruling came after a national security review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector. Paramount submitted a letter of agreement related to protections for data and provisions that formalize restrictions on the rights and access of foreign investors.

In a statement, Gomez said, “The FCC just let some of the most repressive governments in the world indirectly control nearly all of a combined Paramount-Warner Bros. An investment this large in one of America’s biggest media companies doesn’t just buy equity, it secures influence over what gets said and what gets made.

“That’s why I called for this new and novel issue to go to a full Commission vote given what’s at stake. Instead, the FCC snuck this ruling out as a staff-level decision, with no public vote and no accountability for a call of this magnitude.”

ABC responded to the FCC‘s justification for calling in its eight owned station licenses for early renewal, arguing in a new legal filing that the agency had failed to refute “substantial evidence” of a Trump administration “retaliatory motive.”

The network filed a First Amendment lawsuit against the FCC in August, claiming that its rare order that the stations’ licenses be reviewed early was part of an effort to chill its speech, citing statements made by President Donald Trump attacking its news coverage and late-night host Jimmy Kimmel, and warnings from FCC Chairman Brendan Carr, who was appointed by the president.

The FCC is seeking to dismiss the lawsuit, arguing, among other things, that its early renewal order was tied to an investigation of Disney’s diversity, equity and inclusion practices. ABC is seeking an injunction to halt the early renewal proceeding.

U.S. District Judge Loren L. AliKhanhas has set a hearing for Oct. 6.

Read the latest ABC filing.

In its filing, ABC’s legal team wrote that FCC officials “again improperly conflate the nature of Plaintiffs’ retaliation claims with the underlying substance of the early license renewal proceeding.”

ABC does “not ask this court to determine whether there was any violation of FCC rules. Instead, plaintiffs contend that the commission initiated the early renewal proceeding to retaliate against plaintiffs in violation of the First Amendment. And defendants have not legitimate expertise on that issue.”

The network’s legal team wrote, “The Commission ordered an unprecedented early license renewal proceeding to punish Plaintiffs for media coverage that the Administration dislikes. Defendants do not—and cannot—dispute that the First Amendment prohibits the government from exercising its regulatory powers to retaliate against a media organization for disfavored speech. And nothing in their brief refutes the substantial evidence of Defendants’ retaliatory motive.”

In complaining about network content, Trump has called for the revocation of ABC’s licenses and that of other broadcasters.

The network’s lawyers contend that the FCC offers “no response” to Carr’s own “statements indicating that he will use the early license renewal proceedings to review” ABC’s editorial decisions, including its decision not to broadcast Trump’s presidential address in July.

As for the DEI investigation, the network’s legal team argued that in response to a routine discovery dispute, the agency ordered the license review, an “unprecedented proceeding” that is the “broadcaster equivalent of the death penalty.” The first of the ABC licenses was not scheduled to come up for renewal until 2028.

Carr has launched multiple investigations of the broadcast networks, but has issued few if any actual sanctions or resolution. The network’s brief said that the regulatory threat has continued to have a “chilling effect,” noting that last week, Kimmel’s “interview of Texas candidate for U.S. Senate James Talarico was made available on YouTube rather than as part of the normal broadcast, with Kimmel specifically citing the FCC’s retaliatory campaign against Plaintiffs as the reason for this decision.”

Carr has said that he is enforcing an equal time rule that doesn’t prevent network talk shows from featuring candidates; they just may be on the hook for providing time to those candidates’ rivals. An FCC spokesperson did not immediately respond to a request for comment.

Several groups have filed amicus briefs in support of ABC, including the Foundation for Equal Rights and Expression, and another amicus brief from a group of former FCC chairmen, commissioners and staffers. They include Dennis Patrick, chairman under President Ronald Reagan: Al Sikes, chair under George H.W. Bush; and Tom Wheeler, chair under Barack Obama.

Their brief argued, “Woven throughout the Chairman’s specific retaliatory actions are broad threats and ominous warnings to the entire media ecosystem. Invoking a deliberately vague notion of licensee’s ‘public interest obligations,’ the Chairman has created a regulatory regime in which any broadcaster, including ABC, can be found guilty of transgressions at any time for seemingly any thing. The effect is an unconstitutional chilling of the broadcast press.”

More to come.

UPDATED, with judge’s order: A federal judge said that the Kennedy Center must give the court 30 days notice before proceeding on any demolition of the complex.

U.S. District Judge Christopher Cooper issued his order after President Donald Trump told reporters that the Kennedy Center may be “ripped down” unless a renovation plan is carried out and his administration gets recognition for it.

Speaking to reporters on Wednesday, Trump cited the center’s financial woes and need for repairs and revitalization.

“For me to get involved, and to take on long term, and to carry it, I think the Trump administration should certainly have recognition,” Trump said. “Because frankly, if we don’t do that, it’s going to close. It will end up being ripped down.”

Trump posted on Truth Social earlier in the week that the renovation will not take place unless courts lift a judge’s order that has prohibited his name from being inscribed on the facade of the complex.

Attorneys for Rep. Joyce Beatty (D-OH), an ex officio member of the Kennedy Center board who has been challenging its Trump naming plan and its plans for a two-year closure, noted Trump’s comments in a court filing early Thursday. They also submitted a photo of Trump in which he appeared to be reading a placard that read, “Kennedy Center demolished.”

After the center’s main building was closed on Wednesday, and Beatty filed a motion for an emergency hearing on the action. Her attorneys wrote that the closure may violate Cooper’s order that the center not shutter for two years unless the board has more fully considered its impact. But Cooper denied the request for an emergency hearing.

On Thursday, the center’s DOJ attorneys wrote that this week’s closure was temporary. They submitted a declaration from the center’s executive director and chief operating officer, Matthew Floca, who stated that the closure was due to “acute risks to public safety resulting from continued structural deterioration at the center.” He stated that the closure will last for seven days, unless extended, to assess the safety risks.

The center has pointed to a recent incident in which a five-by-four-foot piece of one-inch-thick ceiling plaster fell due to water damage following recent heavy rains. They also pointed to an assessment from engineering firm Walter P. Moore that there was more advanced deterioration of 2,500 pound soffit panels that hang above the center’s exterior.

“This court did not enjoin the center from temporarily closing the building to address significant safety hazards,” the attorneys wrote.

The DOJ attorneys also indicated that they plan to move to lift the judge’s order prohibiting the two-year closure plan.

Beatty’s legal team responded by claiming that the “rationale that they are only temporarily closing” the main building “is a plain pretext to justify shutting down the center permanently. The facts before the court are deeply concerning. Defendants announced the closure directly after the president stated that the center would close ‘immediately’ — not temporarily but in response to a board vote held” on Tuesday.

The congresswoman also asked the judge to “make crystal clear” that his order also prohibits demolishing the structure.

After his order for 30 days notice, she said in a statement, “It is simply outrageous that we have gotten to the point of consistent judicial intervention to protect this historic institution from getting bulldozed by the president.”

PREVIOUSLY: After fencing went up around the Kennedy Center and the main building was closed to the public, a House lawmaker on Thursday called for an emergency hearing, warning that the shutdown violates a judge’s order.

The board, dominated by allies of President Donald Trump, voted Tuesday for a resolution to close the main building of the complex, citing safety issues while the center has been working on plans for a large-scale renovation. The resolution also pointed to a recent incident in which a portion of the ceiling collapsed to the floor following a recent rainstorm.

But attorneys for Rep. Joyce Beatty (D-OH), an ex officio member of the center board who has been challenging the closure plan, noted that U.S. District Judge Christopher Cooper’s order prohibits a shutdown until he lifted a preliminary injunction, something that he has yet to do. The judge has ruled that renovations could proceed, but a closure could come only after the board made a fuller analysis of its impact.

Per a court filing, a staffer at a law firm representing Beatty sought to enter the main building on Wednesday but was advised by security that it was closed to the public.

Cooper has given the center until Thursday morning to respond to Beatty’s motion for an emergency hearing.

The judge on Tuesday prohibited the board’s latest plan to return Trump’s name to the façade of the complex or to designate its grounds for him. Trump, who serves as the center’s chair, posted on Truth Social that they would seek an expedited appeal, but that the renovation would not proceed if courts rule against the naming plan.

Beatty has said that she is not opposed to a renovation, but previous plans were to keep the center open as the rehab was carried out in phases.