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blog.ppb1701.com · 5d · discuss

It's over. On Tuesday, Paramount closed its $110 billion takeover of Warner Bros. Discovery.The first post in this series was called "The Streaming Wars Just Got Boring." Hold that thought.Last time I checked in, the deal was in a deep freeze. A judge then put a March trial on the calendar. It never got there.Tuesday: It ClosedThe deal closed October 6, after Supreme Court Justice Elena Kagan denied a last-minute petition from four Paramount customers asking to halt it. She didn't explain. The combined company is called Skydance and trades on the NYSE as SKYD. David Ellison is chairman and co-CEO, and Mattel's Ynon Kreiz is the other co-CEO, running day-to-day operations and integration.The balance sheet is the part to watch. Fitch estimates about $87.5 billion in total debt and downgraded both companies a notch after closing. The plan is $6 billion in savings over three years, and executives confirmed layoffs are coming.Ellison's day-one message was editorial independence. At a town hall hours after closing, he said Skydance won't interfere with CNN or CBS News, and when CNN's Anderson Cooper asked whether he backs CNN's lawsuit over its White House ban, he answered "Of course." Good. That's a promise worth holding him to.The real test is the long one: whether CNN keeps operating largely as it is, and whether HBO leaves Last Week Tonight alone. John Oliver has spent months telling Paramount, on air, to stay away from him, and in August he extended his HBO deal through the end of 2027, a one-year renewal instead of the usual three. The last time a Paramount-owned late-night host made a habit of roasting the administration, CBS ended The Late Show the same month the FCC signed off on Skydance buying Paramount. CBS said that was about money. We'll find out what the HBO version of that conversation sounds like sometime before 2028.The SettlementThe part that actually ended the fight happened September 21. All twelve states settled, and the Writers Guild settled its separate suit the same day. Per the California AG's release, Paramount agreed to at least $1.5 billion more in U.S. production over five years than it spent in 2025, 30 films a year (20 wide releases) for the first two years and 32 after that, and at least four independent films a year. There's a $47.5 million fund for workers displaced by the merger, five years of separate cable negotiations for the Paramount and Warner channels, an independent monitor, and a News Editorial Independence Board for CNN and CBS News. Miss the film targets and Paramount owes $30 million per missed film and has to divest Miramax.Nobody has to sell CNN. Bonta was careful to say the settlement "is not a vote of support for this merger."The production number deserves a closer read. Bonta says only about 5% of Paramount's production is currently in the U.S. The bigger percentages are conditional: 20% (rising to 30% in later years) if Congress passes a federal film tax credit, and 40% only if California or New York also uncap their state credits. Bonta says he'll push to uncap California's. TheWrap's breakdown also notes the decree doesn't require Paramount's headquarters to stay in California.In July I wrote about Ellison's advisers floating a move out of California the day before the states sued. Bonta has said publicly that kind of pressure had no influence on him. Take that for what it's worth.On September 30, Judge Araceli Martínez-Olguín approved the consent decree, calling it a "fair, reasonable, and good faith" resolution. At a hearing the week before, she'd said the court isn't a rubber stamp, and she let opponents file briefs first. Her order points to backstops: forced divestitures of Miramax and a list of cable channels, including BET, Comedy Central and VH1, if Paramount doesn't comply. Opponents like the Block the Merger coalition called the whole thing "toothless."Who Decides What's "Unbiased"?The editorial board is the piece I keep turning over. It's five journalists with at least ten years of experience, no more than two from the same party, set up by Paramount's own board within 180 days of closing, which lands around early April.The Freedom of the Press Foundation called it "worthless" and asked a fair question. CBS already has a bias ombudsman and has made regulatory commitments about unbiased reporting, so who actually decides whether the news is fair: the FCC chair, the ombudsman, the attorneys general, or the board? Connecticut's AG said his state pushed to separate CNN and CBS News entirely and didn't get it.One calendar note. Three days before the settlement created that board, Trump announced he was banning CNN, MS NOW and Politico from the White House. All three sued, and a federal judge issued a temporary order to restore their access. The White House didn't comply the morning it came down. Credentials eventually came back, but CNN and Politico have since been kept off Air Force One, and the administration is still arguing in court that it can ban them. The next hearing is Thursday. I'll leave the dates where they are.The FCC, AgainRemember the 49.5% foreign ownership and the Gulf funds from No Board Seat Required? On September 17, the FCC's Media Bureau approved it. The ruling allows up to 100% aggregate indirect foreign equity, names Saudi PIF at 15.1%, the UAE's L'imad-linked entities at 12.8% and Qatar's QIA at 10.6%, and gives each investor advance approval to climb to 20%. That 20% ceiling was in Paramount's original request back in April. Now it's official.The shares are non-voting, and approval is conditioned on a September 4 agreement with national security officials barring the investors from governance rights, information rights, or any influence over content and management. That's the answer to "passive," in writing.Commissioner Anna Gomez disagrees. She said a stake that size "secures influence over what gets said and what gets made," and she objected that it went out as a staff-level decision rather than a full commission vote. That's the staff-level route I noted in July was always available. We'll see which position ages better.The ethics complaints from the gala story landed in the middle of all this. ProPublica's August 3 follow-up reported that Democracy Defenders Fund and CREW filed complaints asking for investigations and asking that Carr be disqualified from the merger decision. It also updated the numbers I used in July. Carr's disclosures show eight gala tickets from CBS or Paramount since 2017, over $75,000, and his latest filing lists $12,390 for the 2025 gala tickets, a gap from the $125,000 skybox seats that Carr didn't explain when ProPublica asked. The FCC says agency ethics officers have cleared these tickets for years, and Paramount calls inviting officials from both parties a long CBS tradition. I found no report of a recusal or an inspector general finding. The FCC's inspector general declined to comment.Zaslav and the CalendarYou'll remember the golden parachute shareholders voted down in April. Per WBD's March filing, David Zaslav was in line for $551.5 million in cash and equity, plus a tax reimbursement of roughly $335 million that shrinks the later the deal closes and disappears if it slips into 2027. The deal closed in 2026. Coverage of the closing still puts his payout at roughly $886.8 million, though I couldn't find a final figure, and the shrinking reimbursement means that number is a ceiling, not a receipt.A CorrectionI wrote about Oregon's "Project Warrior" inquiry in the states post, the gala post and Paused. Not Blocked. as though it was still live. It wasn't. Oregon's attorney general withdrew his records demand and his motion to delay on July 10, three days before the twelve-state lawsuit, saying he'd "consider next steps." Paramount says it had handed over more than 822,000 documents. Oregon later signed the settlement with the other eleven states. Whether Paramount had a hand in the DOJ's clearance statement is a question the public record never answered, and I shouldn't have written as if it was still being asked.What Happens NowThe editorial board is due around early April. An independent monitor and a committee of five states are supposed to watch compliance. The company says its streaming services will become a single service over time, and that $6 billion in savings has to come from somewhere, against a $47.5 million workforce fund. The March trial that was supposed to settle all this is off the calendar.The first post in this series was titled "The Streaming Wars Just Got Boring." I'd like to formally retract that.Got thoughts on this mess? Find me on Mastodon at @ppb1701@ppb.socialWant the full saga from the beginning? It's all here.