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Justice Department Approves Paramount's $111B Warner Bros Acquisition

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UPDATED with Paramount statement: The Department of Justice has approved Paramount’s $111 billion purchase of Warner Bros Discovery. A very early birthday present to CEO David Ellison, the anticipated signoff by the Paramount-friendly Trump administration has been confirmed to Deadline by multiple sources. There appears to be no significant concessions by Paramount to the DOJ to get the deal done, we hear. “We are grateful for the Department of Justice’s thorough review of this transaction, as well as the work of the other agencies that have completed their reviews and provided clearance to date,” a Paramount spokesperson said Friday. “This deal is pro-competitive, resulting in a stronger company better positioned to compete against dominant technology platforms in an industry increasingly defined by intense competition for audiences, talent, technology, and investment. We remain focused on completing the transaction as soon as possible and delivering its benefits to consumers, creators, and the entertainment industry as a whole.” The big hurdle cleared by Paramount comes as state attorneys general in California, New York and almost a dozen other states are contemplating an antitrust suit to put the brakes on what would become a mega-studio. News leaking out of the approval comes the same day Paramount and the UFC (who have a $7.7 billion deal of their own) got a gift when a federal judge killed an eleventh-hour lawsuit to stop the UFC matches set for Donald Trump‘s 80th birthday at the White House on Sunday. Among opponents to the merger, Sen. Elizabeth Warren has been in the forefront, and Friday she was quick to react to DOJ green light. “This is terrible news for every American who doesn’t want Trump-aligned billionaires to control what they watch and how much they pay,” the New England senator said. “The Paramount-Warner Bros. deal has reeked of corruption and influence-peddling. This fight isn’t over. State AGs must block this merger.” Out West, Golden State AG Rob Bonta’s office has long stuck to its line that the “Paramount acquisition of Warner Brothers remains an active investigation, and we do not have any updates to share at this time.” To that, the CA DOJ did not respond to Deadline’s request for comment today. Overseas, the much debated deal is hitting some roadblocks with UK regulators. Earlier this week, the UK’s Competition and Markets Authority declared that it had opened a “merger inquiry” into the deal. With an August 7 deadline of sorts, the CMA intends to examine if the Paramount-WBD meld could present a “realistic prospect of a substantial lessening of competition.” If the Brits believe that such a prospect is real, then a second phase in their probe will kick off — a Phase 2 that could last up to five months and gummy up the works for the merger. After a months-long death match with Netflix, a bid-raising Paramount succeeded in efforts to acquire Warner Bros. Discovery in late February, with streamer co-CEO Ted Sarandos literally at the White House for meetings as news of the deal broke. Soon after, Team Ellison said it expected to close the deal in the third quarter, which would have been a remarkably quick turnaround of a deal this size. That turnaround that looks to be well on track now, at least in America. Additionally, even as Australia signed off just recently on the deal, more antitrust work is ongoing in the European Union, where a Phase 1 investigation is underway with a deadline of July 7. Experts have predicted a Phase 2 investigation is likely. Separately, the European Commission is examining the deal under Foreign ⁠Subsidies Regulations and will decide by July 14 whether to ​clear it or open a full investigation. Saudi Arabia’s Public Investment Fund, Qatar Investment Authority and Abu Dhabi’s L’imad Holding are providing $24 billion in equity funding, joining the Ellisons, RedBird Capital and LionTree as investors. Paramount says the Middle Eastern sovereign wealth funds will be purely passive investors. Back in the U.S., where the Ellisons’ closeness to “good friend” Donald Trump has cast a shadow on the merits of the potentially disruptive merger, Democratic lawmakers have asked Treasury Secretary Scott Bessent, in his role as chair of the Committee on Foreign Investment in the United States, to review potential national security risks of foreign ownership. One issue some have raised is a congressionally mandated 25% cap on foreign ownership of American broadcast stations. The Justice Department’s approval was expected, which is why many opponents of the transaction had set sights on state attorneys general. Still, the DOJ’s decision to sign off on could have an impact on a state legal challenge, as judges may question why the transaction is problematic at the state level but not for federal authorities. Democrats have charged that the DOJ has been politicized, including on antitrust matters. They have pointed to the Ellisons’ ties to the administration, and to corporate lobbying from officials close to the White House on another merger and antitrust lawsuit. Politico was first to report on the DOJ approval of the Paramount-WBD merger. Ted Johnson contributed to this report.

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