Paramount Sweetens Bid for WBD While '60 Minutes' Dustup Raises Questions
With Warner Bros. Discovery's board continuing to urge shareholders to opt for Netflix's takeover offer (see 2512170049), Paramount Skydance is sweetening parts of its rival offer. Paramount said Monday it would boost its regulatory termination fee from $5 billion to $5.8 billion, matching Netflix's.
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Meanwhile, there were questions about whether CBS parent Paramount pulled a 60 Minutes segment that was critical of administration policy Sunday at the last minute to curry favor with President Donald Trump.
CBS’ reported spiking of 60 Minutes' segment on Immigration and Customs Enforcement detainees that were deported to an El Salvadoran prison represents “the real-world consequences” of the Trump administration “blurring the line between regulatory authority and editorial independence,” said FCC Commissioner Anna Gomez in a news release Monday. “Against the backdrop of increased government pressure, reports that CBS News interfered with the editorial judgment of 60 Minutes are deeply alarming and strike at the heart of press freedom.”
The Washington Post, New York Times and other outlets reported that a planned 60 Minutes segment on El Salvador’s CECOT (Centro de Confinamiento del Terrorismo) prison was pulled by CBS News head Bari Weiss shortly before the show was to air Sunday. The segment had been advertised in previews but was held reportedly because Trump administration officials declined to comment for it. Just two days before the segment was pulled, Trump complained in a rally speech that 60 Minutes had treated him worse under CBS' new ownership. CBS and the FCC didn’t respond to requests for comment.
“A free press cannot function if the government is able to exercise veto power over critical reporting simply by refusing to engage,” Gomez said Monday. “These concerns are only heightened when a media company seeking favorable action on future regulatory approvals tempers or delays coverage critical of this Administration, raising serious questions about whether editorial decisions are being influenced by external pressure rather than journalistic judgment.” CBS parent company Skydance installed a bias ombudsman to secure FCC approval of its deal to buy Paramount, and Paramount Skydance CEO David Ellison is currently seeking to purchase Warner Bros. Discovery, which will require regulatory approvals.
“The public has the right to question how CBS will ensure the independence and integrity of its journalism going forward,” Gomez said. Those concerns are “compounded by the existence of a government-imposed media monitor at CBS,” she added.
Center for American Rights CEO Daniel Suhr responded to Gomez's comments in an email. "Does press freedom not include the right of the editor-in-chief of CBS News to determine what is or isn't ready for prime time?" he asked.
Gomez said she hopes CBS "provides its viewers with a clear accounting of how this decision was made and demonstrates how it will safeguard the independence of its newsroom.”
Paramount Bid
Paramount management has argued that its all-cash bid for WBD is more likely to pass U.S. regulatory muster than Netflix's, with competition lawyers and experts generally agreeing (see 2512120036). President Donald Trump has said he anticipates being "involved in the [WBD acquisition] decision" (see 2512080007).
Free Press President Craig Aaron emailed us that all the claims about which deal has a better chance of succeeding “are just posturing at this point,” though WBD’s board “clearly thinks they have a better chance of closing with Netflix.” DOJ “used to go through the motions of at least arguing that mergers could benefit the public -- even if they just cost thousands of jobs and wasted billions of dollars. Now all that seems to matter is Trump’s mood swings.”
Trump, meanwhile, seems interested only in seeing which party vies for his personal favor, Aaron said. “The only question is how low these companies will sink. Paramount’s treatment of 60 Minutes shows they still haven’t found the bottom,” he said. "We don’t know what if anything Netflix has promised Trump in their private meetings."
The companies “should have to show why either of these mergers is good for anyone but a few executives and their lawyers and bankers,” Aaron argued. “Instead, we’re told such deals are inevitable -- at least until they collapse under their own debt-laden weight. Of course, then we’ll just be told we need another merger.”
New Street's Blair Levin emailed that "the key dynamic is that instead of evaluating a merger based on competitive market analysis (for which HHI [Herfindahl-Hirschman Index] measurement is the starting point once you have defined a product market) the analysis starts with an analysis of the willingness of the party to pay a Trump Transaction Tax (a payment not related to competition) sufficient to win Trump's approval." The payment in this case is about news coverage, he said. If Paramount wins the proxy, CBS "will have to do what it did last night on 60 Minutes and promise to make CNN more like CBS (and Fox and News Max and OAN...) to win approval."
U.S. Sen. Elizabeth Warren, D-Mass., wrote on social media that Trump had wanted late-night host Stephen Colbert fired, and Skydance's purchase of Paramount was approved after the host's show was canceled. "Now Trump wants to muzzle 60 Minutes. CBS just pulled a story critical of him," she said. "Is this corporate censorship greasing the wheels for Paramount to buy Warner Bros?"
Jason Lewis, a former talk-show host and Republican congressman representing Minnesota in the first Trump administration, said DOJ is always influenced by who's sitting in the Oval Office. “That’s nothing new or specifically Trumpian,” he told us. While Trump will weigh in, there also will be an antitrust analysis by DOJ that looks at issues such as possible elimination of a major studio, Lewis said, adding that he expects the balance of presidential input with antitrust analysis to be the same as it has been in past administrations. “Trump might be more transparent about it, but he’s no more or less involved.”
Lewis also said it’s hard to see a WBD deal happening without one of the parties agreeing to major changes at CNN. He wrote on Substack last week that while Paramount might not need “that much persuading,” CNN has shown a history of biased content against conservatives, and Netflix won’t be in a position to fight newsroom-related conditions on CNN.
Along with boosting the regulatory breakup fee, Paramount said billionaire Larry Ellison -- father of Paramount Skydance CEO David -- will provide an irrevocable personal guarantee of $40.4 billion of the equity financing for the offer.