Warner Bros. Discovery Leaders Reassure Advertisers Amid $110B Paramount Merger Talks

Warner Bros. Discovery (WBD) co-ad presidents Ryan Gould and Robert Voltaggio sought to reassure advertisers of stability on Wednesday, as the company’s pending $110 billion merger with Paramount cast a shadow over its upfront presentation.

“We do want to address the Ellison — I mean, the elephant in the room,” Voltaggio told advertisers. “Everyone here knows that there’s change ahead and that there’s change in our company, but there’s change across the entire media industry. We’re well aware that your business is changing too, but we believe that success is a team effort. So our best-in-class organization, the team and people you know and trust so well, are here to help guide you through this transition.”

Gould echoed this sentiment, stating that WBD has “been through change and challenges before.” He added, “We don’t flinch. We meet the moment and continue to push forward in your best interest.”

Voltaggio emphasized that WBD’s brands, content, stories, worlds, and moments would remain “fully available” to advertisers “at scale.” He urged advertisers to “continue to lean in and engage with us in new and creative ways, because we are on a remarkable run and that cultural relevance is hard to ignore across the board.”

Regulatory Hurdles and Shareholder Approval

The executives’ remarks followed WBD shareholders’ approval of the deal last month, though regulatory approval remains pending. Key developments include:

• U.K. regulators are preparing to review the merger, with the public comment period closing last month.
• Paramount has requested FCC approval for foreign investment in the deal, with foreign investors accounting for 49.5% of the equity in the combined company.
• Executives confirmed there are “no statutory impediments” after the Department of Justice’s Hart-Scott-Rodino review period expired, though the DOJ retains the right to intervene at any time.

State-Level Scrutiny and Legal Risks

A group of U.S. state attorneys general, led by California’s Rob Bonta, is also reviewing the merger. Bonta previously told TheWrap that “red flags are everywhere when you have a merger of this type” and that states are prepared to “act timely,” though he did not provide a specific timeline.

In a recent regulatory filing, Paramount disclosed receiving subpoenas or civil investigative demands from various state attorneys general regarding the DOJ’s investigation and the merger’s competitive effects. The filing did not specify which states issued the subpoenas or how many were involved.

“We have been cooperating with the state attorneys general in responding to their requests,” Paramount stated.

Financial Consequences of Delay or Termination

If the merger is not finalized by September 30, WBD shareholders will receive a 25-cent per share “ticking fee” for each quarter until the deal closes. Should regulatory matters prevent the merger from closing entirely, Paramount will pay WBD a $7 billion termination fee.