Too Much TV: The Five Myths Of A Paramount Skydance/Warner Bros. Discovery Merger

Here's everything you need to know about the world of television for Thursday, October 23rd, 2025:

AS A JOURNALIST, I HESITATE TO SAY 'DON'T BELIEVE EVERYTHING YOU READ,' BUT......
If you have read any media industry trades or business news sites and newsletters in recent days, you have no doubt been buried in stories about the sale of Warner Bros. Discovery - most likely to Paramount Skydance. There is lots of supposed "inside" information and a lot of speculation about what will likely happen. And you should be skeptical of nearly all of it.

We are in the part of the negotiations in which everyone is attempting to spin the story in a way that is most favorable to their side. So you are reading a lot of stories that talk about the thinking inside of Paramount Skydance and/or Warner Bros. Discovery. The reality is that more often than not, those leaks don't reflect the actual position of either company. It reflects what they want investors and the public to believe. 

One example is the discussion around Paramount Skydance's failed second bid to acquire WBD. The company offered a bit over $23.50, most but not all of it in cash, but the WBD board rejected it. So today we saw a story from New York Post's Charlie Gasparino (who is a frequent recipient of leaks from PSKY) reporting that David Ellison doesn't plan on going above $25 a share. In part because Ellison believes his family's relationship will help speed government approval of the deal. Something other companies will struggle with. Gasparino also mentions the problems Comcast might have getting the merger approved, and the most interesting part of that is that he has focused almost entirely on Comcast being the only other logical suitor for WBD:

No less significant, sources close to Ellison say, is the fact that the president is said to privately loathe Brian Roberts, the chief executive of cable giant Comcast, who in many respects is the most logical rival bidder for WBD.

As first reported by On The Money, the Roberts-led Comcast has expressed interest in buying WBD. But Comcast is also the longtime owner of the lefty cable channel MSNBC as well as NBC, which Trump and peeps views as equally anti-MAGA, according to sources.

“Trump hates Comcast and Brian Roberts,” said one person with direct knowledge of the deliberations inside the Ellison camp. “So just try getting that deal through his people.”

I'm not sure why Gasparino has spent so much time highlighting Comcast and its supposed problems getting a merger past the Trump Administration. But it is worth noting that he doesn't mention that Comcast recently gave the White House multiple millions of dollars to use on the new White House Ballroom facility. Something which suggests that Comcast may be betting that, in this case, just like most other situations, Donald Trump will value money over personal feelings. And he'd enjoy nothing more than seeing Comcast head David Roberts being forced to bend a knee to win approval for the merger.

But here are five other narratives about any sale of Warner Bros. Discovery that you should be very skeptical about. I'm not arguing that any of them are entirely wrong. I'm just reminding you to read the stories and ask yourself, "Who is most likely to benefit from this scenario?":

1) Scale is just good business and will benefit everyone
Scale is one of those words that people on Wall Street love. In part, because it's a much more benign phrase than "market consolidation." But they both mean the same thing. And over the past thirty years, we have seen market consolidation become a leading driver in business strategy. Industries from farm equipment to pharmacies have seen the same dynamics play out: two or three companies in the sector buy up smaller competitors and lock down distribution so that it is almost impossible for a new competitor to gain any traction. And once the consolidation is complete, prices go up, and there is nowhere else for customers to turn.

But scale has never really been a successful revenue driver in the media business. Media is an ephemeral product, and that makes it challenging to corner the market on any aspect of the business - no matter how big you get. While it's true that a combined company could use its larger linear footprint to extract more money during carriage negotiations, that will only raise the price to consumers and increase the collapse of that industry.

Looking at it logically, what advantage would a combined company have moving forward? David Ellison is aggressively making the argument that scale will be a tremendous asset, according to a letter he recently sent to the WBD board:

“We are confident that we are the best partner for WBD, with a combination of our two companies creating a scaled Hollywood champion to the benefit of both our companies’ shareholders, consumers and the entertainment industry at large,” Mr. Ellison wrote.

But, to be kind, that is mostly just an example of the bullshit someone says when they are trying to push through a questionable merger. I am not going to even try to determine the definition of the phrase "scaled Hollywood Champion." But the only way this merger makes money for Paramount Skydance is by doing the same thing The Walt Disney Co. did when it acquired 20th Century Fox. Strip the company for assets, close down divisions, lay off thousands of now "redundant" employees, and scale the theatrical business back substantially. 

I have seen a number of charts, such as this one in The Ankler, which shows that the combined company would become the second-largest streamer. But given that the data seems to combine the current subscribers of both services together into one number, there is a strong likelihood that millions of those subscribers are being counted twice:



Even more confusing, the subscribers of both services outside the U.S. are often part of various regional bundling partnerships that will take time to unravel. So while the combined companies will have a bigger reach, it's not clear just how big a reach that might be.

2) A merger would be great for consumers
I don't think there is one person in Hollywood who believes that, and if he had Pinocchio-like powers, David Ellison's nose would shoot through the side of his office building every time he made the claim. The entire premise for consolidation is to make it easier to raise prices on consumers. I've been told by people on the PSKY side that the plan would be to create a combined streaming app that would include both companies' assets, along with a highlighted sports section. But given that the current retail cost of the two individual apps tops $30 (depending on discounts), what price point will they have to choose to make money? Price it below $30, and PSKY loses money without drastically cutting the size of the library. And given that consumers can now bundle the new ESPN and Fox Sports apps for $40 a month, it's going to be challenging to raise it by about $30. Especially since both Paramount+ and HBO Max are struggling with growth and churn issues.

3) Paramount Skydance has the best chance to get a merger approved by the Trump Administration
This is a point David Ellison has been making non-stop to investors and other interested parties in recent weeks: "I've bent both knees, Trump likes me, and loves my dad. That gives us the inside edge."

In any rational example of mild corruption, that might be the case. But Donald Trump has shown time and time again that loyalty only goes one way. If he thinks he can get more from some other company making the deal, he'll lean that way. It's notable that while his relationship with both Apple's Tim Cook and Amazon's Jeff Bezos is complicated, Netflix executives have been quietly working behind the scenes to develop a good relationship with the White House.

4) Apple, Amazon, or Netflix might acquire Warner Bros. Discovery
There is a lot of speculation about this, mostly along the lines of reporters just thinking out loud. But while Apple has the money to buy the company with cash, it continues to show no interest in getting into linear television. And its experiments with the theatrical business have been mixed, at best. So I can't see a scenario in which this would make sense for Apple.

Amazon has a different set of issues. They don't seem interested at all in the acquisition, but even if they did, they would face massive regulatory issues overseas. And they are currently under a consent decree in the U.S. related to Amazon Prime that would likely limit their ability to make the deal without a waiver from the Trump Administration.

As for Netflix....that is the most interesting possibility for me. They've long been interested in acquiring a big L.A. studio lot, and both Warner Bros. Television and the film studio are doing well. The studio has a large catalog with not only a great deal of well-known IP, but also a successful licensing business. It's easy to imagine the Warner Bros. studio tower sporting a new "Netflix Warner Bros." logo. And while it would be a massive undertaking, eventually rolling Max into Netflix isn't an insane idea. Although neither is keeping them separate, and letting them cross-promote each other.

But that only works if David Zaslav succeeds in his plan to separate the Warner studio business from its linear business. Which brings us to number five...

5) The combined Warner Bros. Discovery is worth more than two separate companies
David Zaslav has been touting his plan to split the company in half. One part holds the studio, streaming business, and some other assets. The second part holds the linear channels, sports assets, and a few other assets. So why is he so intent on selling the company in pieces?

Look no further than the deal that he and chief investment advisor John Malone made to obtain Warner Brothers from AT&T. The deal was structured as what is called a "Reverse Morris Trust," a transaction that has been rarely used in the media business. In most mergers, the larger company acquires a smaller company. But in a Morris Reverse Trust, the larger company spins off some assets, and that’s immediately followed by a prearranged merger with another business. 

One advantage of this approach is that, as long as it's structured a certain way, it eliminates the majority of the tax burden on the seller. In this case, people with large amounts of shares, such as Zaslav or Malone. There are some restrictions. To dodge the taxes, the selling company has to retain a majority of the shares in the spin-off for a set amount of time in order to prove there was no attempt to dodge capital gains taxes. The selling company also technically runs the spin-off company, although in the case of AT&T, it simply agreed to let Zaslav essentially head the company.

The Reverse Morris Trust that made Warner Bros. Discovery possible has now expired, and Zaslav and Malone could use the same procedure to spin off the troublesome parts of WBD. And if they really wanted to make the deal more palatable, they could reverse plans and send CNN to the spin-off company along with other linear TV assets.

One reason I think this is a possibility is this passage from the press release WBD sent out two days ago, officially announcing they were for sale:

As part of the review, the Company will also consider an alternative separation structure that would enable a merger of Warner Bros. and spin-off of Discovery Global to our shareholders.

Which sounds a lot like the description of a Reverse Morris Trust deal to me.

So why do it this way? A Discovery Global spin-off, combined with CNN, TNT, TBS, and TruTV would create a solid linear business in the United States as well as a solid sports platform here and globally. And under the structure of the Reverse Morris Trust, current WBD shareholders would benefit from any success that comes from the spun-off company. Which would most likely be owned by a collection of hedge funds or other large financial institutions.

The split would also create a studio division that Netflix in particular, would find very attractive. Stripped of WBD's linear business, it's not a crazy idea to see that Netflix would be very interested in that half of the company. This would also be a much cheaper option than acquiring the entirety of WBD.

AN INTERESTING PERSPECTIVE ABOUT TAXES FROM A MEMBER OF THE DISNEY FAMILY
The Bulwark has a piece on the current tax rates and the economy, and contrasts its impact on a soy bean farmer (spoiler: it's not good), with someone who is wealthy. In this case, documentary filmmaker Abigail Disney, whose grandfather, Roy O. Disney was the brother of Walt. Her take on the current tax rate and the impact on society is worth reading:

The top federal estate tax rate when he died in 1971 was 77 percent, and the exempted amount before any tax kicked in was $60,000. When her grandmother died in 1984, the maximum rate was 55 percent and the exemption was $325,000. When her father died in 2009, the top rate was 45 percent and the exemption was $3.5 million.

“My grandfather made a lot of money in his lifetime, and he didn’t have the option to choose among the tax rates,” Abigail Disney told us at the October 16 session. But even at the relatively astronomical top rate back then, “he was able to not only take care of his son and his family, he took care of each of the four of us [grandchildren] as individuals all the way through our entire lifetimes, and he set up another trust . . . that took care of our children.”2

Even so, “I was left more money than I could ever possibly use,” she added. She has given away 70–75 percent of what she inherited, she said, “and I’m still working hard at it. I have a long way to go.” One clue: In 2019, she told the Financial Times her net worth was $120 million.

TWEET OF THE DAY



WHAT'S COMING TODAY AND TOMORROW

THURSDAY, OCTOBER 23RD:
* Adventure Time: Fionna And Cake (Hulu)
* Allen Iv3rson (Prime Video)
* Carl Weber's The Family Business (BET+)
* Married At First Sight Season Premiere (Peacock)
* Nobody Wants This Season Two Premiere (Netflix)
* The Elixir (Netflix)
* The Kardashians Season Premiere (Hulu)
* The Light In The Hall [Y Golau] Season Two Premiere (Acorn TV)

FRIDAY, OCTOBER 24TH:
* A House Of Dynamite (Netflix)
* Being Texan: A Texas Monthly Special (PBS)
* Dancing With A Murderer (LMN)
* East Harbor Heroes Series Premiere (Discovery)
* Everything On The Menu With Braun Strowman Series Premiere (USA Network)
* Joe Bob's Splatterween (Shudder)
* LEGO Frozen: Operation Puffins (Disney+)
* Leslie Jones: Life Part 2 (Peacock)
* Stiller & Meara: Nothing Is Lost (Apple TV+)
* Sudden Outbursts Of Emotions (Film Movement+)

SEE YOU EARLY FRIDAY MORNING!