Could Jettisoning CNN Save the Paramount Merger?

After months of dread, Hollywood has been thrown sideways by the news that 12 state attorneys general might have found a way to trip up the merger that almost nobody in the entertainment industry wanted.
For months, the acquisition of Warner Bros. Discovery by Paramount Skydance has been an all-but-done deal. A friendly thumbs up from the Department of Justice meant that the merger was set to happen by this fall.
Now it’s being put on pause for almost a year because, I’m told, of the exact condition that gave Paramount a leg up with the Trump administration in the first place — its post-merger control of both CNN and CBS News.
Paramount made a game-time move here. Instead of waiting for a judge to rule on an injunction to put the deal on hold, which looked likely to happen, Paramount negotiated an agreement to delay it until next June, unless a judge rules otherwise. Paramount’s strategy is aimed at getting to trial as quickly as possible in order to overcome the states’ lawsuit.
Very little about these twists and turns are as they seem. From the moment David Ellison, backed by his billionaire father, Larry, succeeded in his initially hostile bid to take over Warner this year, the unstated theme of the pushback has been politics, not antitrust concerns.
The fear in Hollywood and among Democratic leaders such as Elizabeth Warren and Jamie Raskin is that the merger would give a single company with close ties to the Trump administration huge power, including not just the movie studios Paramount and Warner Bros., not just the premium cable HBO and streamer Paramount+, but the combined news clout of CBS News and CNN.
Both sides will tell you privately that concerns over the future of CNN and the prospect that the head of CBS News, Bari Weiss, will run both media organizations are what is driving the forces against this deal.
Two fired “60 Minutes” correspondents, Scott Pelley and Cecilia Vega, have given public accounts of how they felt they were pressured to make their reporting conform to what they saw as Ms. Weiss’s pro-Trump bias. Having privately voiced similar concerns, the correspondent Anderson Cooper left “60 Minutes” of his own accord. (On Tuesday, “60 Minutes” announced a number of new hires, including the Times Opinion columnist Ross Douthat.)
Paramount seems well aware of this narrative, with one lawyer close to its side telling me about the state attorneys general: “They don’t want Ellison to control CNN, period. But they can’t say that. That would be a violation of the First Amendment.” (All 12 of the attorneys general are Democrats.)
Paramount’s chief legal counsel, Makan Delrahim, who ran the antitrust division of the Justice Department in the first Trump administration. Both publicly and privately he has been confidently asserting that based on the law the merger was not in question.
The merger opposition is being spearheaded by Norm Eisen, a former Obama ambassador and a leading legal strategist during the 2019 Trump impeachment. He is a founder of the group Democracy Defenders Fund, which is helping to lead the fight against to the merger.
His statement last week hailing the initial temporary restraining order suggested that concern over free expression as much as fear of widespread industry job loss is fueling the opposition. “This decision proves that when the facts are laid out, the truth is evident: This merger would hurt our film and entertainment industry, our independent press and our freedom of speech, and it must be blocked,” he said.
Paramount has requested a November trial, leaving plenty of time to negotiate a settlement of the states’ lawsuit.
The prospect of a merger has had producers, actors, agents, filmmakers and executives bracing for the imminent loss of a major Hollywood studio’s independence. Friends keep wondering aloud what becomes of the Warner lot. The presumption has been that jobs would start disappearing by the end of this year and that big shifts would be coming to movie greenlighting, budgeting, streaming investments and who is in charge of what.
With the introduction of the states’ lawsuit, there will be legal arguments about what the legal definition of the “market” is for movies, television and the jobs they support. There may be discussions of how many blockbuster films may never be made as a result of the merger, as was raised in the complaint of the California attorney general, Rob Bonta. David Ellison is open to giving written assurances of the number of feature films he will release (he has promised 30 per year).
The second major area at issue is cable, with the states arguing that combining HBO with Paramount’s cable assets will kill competition. Likely there too agreement could be reached. Arguably there is lots of streaming competition to stack up against any cable network.
So that makes CNN the critical piece of leverage in any negotiation. And it’s unclear how that asset will be traded.
Officially, Paramount leaders will tell you that they have no intention of letting CNN go.For his part, Mr. Bonta, who filed the lawsuit, has previously indicated that he is not interested in carving out CNN and striking a deal with Paramount. In an interview with Politico, however, he said that if Paramount makes the offer to spin off CNN, “we’ll consider it. But it’s not our focus and it doesn’t come close to addressing our concerns.” Still, he insists that his only aim is to cancel the merger outright.
Either way, CNN is a thorn in the side of this deal. While the news network offers significant power — arguably even more than CBS News because of its international scope — Paramount’s leadership has so far not hit upon the appropriate executive to run both CNN and CBS News, if that person is not Ms. Weiss.
It would not be that hard to find someone who would buy CNN. The billionaire media investor Barry Diller has said he was interested, and is quietly allied with the former CNN chief Jeff Zucker, who could then take it over again.
In a $110 billion deal involving multiple media businesses, having one asset hold up the deal would be surprising. But that’s the message that’s flashing.
At the White House Correspondents’ Association dinner on Friday, President Trump spent a lot of his speech insulting journalists in the room, including CNN’s Kaitlan Collins. And then he went out of his way to mention how much he likes Bari Weiss.
Sharon Waxman is the founder, chief executive and editor in chief of The Wrap.
Source photographs by Justin Sullivan and dkfielding/Getty Images.
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