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Paramount Demands $1.8B From AGs For Costs Of Antitrust Suit Over WBD Merger

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Paramount finally is getting serious in its standoff with blue state attorneys general and the Writers Guild of America over the antitrust action aimed at shattering David Ellison‘s $111 billion deal to meld Warner Bros Discovery with the home of The Godfather.

In the deepest sense of an offer they can’t refuse, make that $1.88 billion serious.

Following widely mocked leaked threats to leave California if there’s no significant settlement talks with the dug-in AGs and the scribes guild, Paramount’s legion of lawyers filed paperwork Monday seeking a $1.88 billion bond from the plaintiffs. If coughed up, the bond would help cover large swaths of the $7 million-a-day ticking fee Paramount Skydance is obliged to pay to WBD shareholders starting in a few weeks, plus other costs baked into the ParaBros agreement.

“Now that trial is scheduled for March 2027, roughly four months after the trial date proposed by Defendants, and more than half a year from now, Paramount seeks the bond to which it is statutorily entitled, the motion staes. “Each day that passes after September 30th without the merger closing, Paramount must pay roughly $7 million in ‘ticking fees’ to Warner Bros. stockholders and yet more fees to its financing sources for maintaining their commitments, and it is forestalled from realizing technology and marketing synergies, among many other transaction benefits.”

Leaning into the cost of the judicial process on corporate reality, the filing adds: “By the time trial concludes and the parties submit their final briefs, Paramount will have paid Warner Bros. shareholders an unrecoverable $1.3 billion in ticking fees alone. Delay also threatens to nullify the regulatory approvals that Defendants have already spent months securing. If the transaction remains unclosed by the end of trial, Defendants will have to take additional steps to obtain regulatory approval, once again at substantial expense. Absent security, even a complete victory on the merits would not restore a dollar of those extraordinary losses.”

“That is precisely why federal law requires plaintiffs to provide security as a condition for receiving preliminary relief such as the court-approved order.”

RELATED: Paramount CEO David Ellison Complains About “Needless Costs” Of State AGs’ Antitrust Suit As Mexico Approves Merger

Outside of court, Paramount pressed it’s perspective.

“Both the Clayton Act, the federal antitrust law upon which these suits are based, and other federal law expressly provide that plaintiffs are required to post a bond covering the potential harm from halting a transaction to litigate, so that if they lose, the injured party has a source of recovery for the damage caused,” a Paramount spokesperson told Deadline on Monday as the bond request was filed in federal court. “Here, every month of delay carries substantial and quantifiable financial consequences.”

With a March 2 trial start date on the books in front of an Oakland-based Judge Araceli Martínez-Olguín, Paramount could be in hock to the tune of around $1.3 billion once the parties face off.

RELATED: California AG Rob Bonta Open To Structural Remedies In Paramount-WBD Suit But Calls 30 Movies A Year An “Old, Stale Promise”

To that, even as Martínez-Olguín has signaled then that she was not sympathetic to Paramount’s arguments of economic harm if the merger is blocked beyond September 30, Team Ellison offered its rational for the big ask today.

“Paramount is seeking a bond based on the straightforward calculation of the maximum potential ticking consideration and financing costs from this litigation,” the company spokesperson added. “But these are not the only costs of delay. By virtue of what will be at least an eight-month delay in closing, there will be no integration and no ramped-up investment in content, production and creative talent by the combined company. Of course, in addition, employees of both Paramount and WBD are also harmed by the uncertainties caused by the delay.” 

RELATED: Paramount Making Deals To Theaters For 30 Films A Year Post-WBD Acquisition; Cinema United Still Anti-Merger

That aside, a bond is meant to cover costs to the defendants in the course of the litigation and granting one is at the discretion of the judge in the case. In the AG’s case against Para-WBD, she explicitly waived that security requirement, because, she wrote in a ruling granting a temporary restraining order on closing the merger, “Plaintiffs have demonstrated that Plaintiff States bring suit to enforce important public interests.”

David Ellison

Paramount CEO David Ellison in front of the London skyline

Getty Images

The big boy pants bond move also comes after weeks of Paramount self-sabotage with an ineffective Ellison NYT op-ed, self-interested executive elite endorsements, planted stories about Gavin Newsom‘s POV, plus vague promises of theatrical releases, deal concessions and settlement trial balloons.

Goading California’s Rob Bonta, New York’s Letitia James and other AGs with lists of the nearly 70 countries and jurisdictions like Donald Trump‘s DOJ, the UK, the E.U., Canada, and last week Mexico that have signed off on the merger, Paramount has found friends in Christopher Nolan’s DGA and Matt Loeb’s IATASE. In the transaction backed by Big Daddy and Oracle founder Larry Ellison, David Ellison and his execs have also found themselves at the receiving end of sharp rebukes from the WGA (who joined their own suit to the AGs’ one) and Hollywood’s powerful Teamsters’ local.

Putting some more real money on the table, PSKY shares are down 24% year to date as the merger stalls and the deal hasn’t closed. More anxiety is festers as the frozen situation leaves unanswered questions of layoffs and more for the $80 billion debt a combo ParaBros will carry if the two iconic companies even do become one.

Jill Goldsmith contributed to this report

Read the Paramount Skydance’s full statement on the $1.88 billion bond request here:

“Today, Paramount requested that the court enforce the statutory requirement that the plaintiffs post a bond in connection with their pending litigation, which blocks us from closing our merger with Warner Bros. Discovery. We have satisfied all closing conditions under our merger agreement, having received regulatory clearances from 68 jurisdictions. These two lawsuits are the only barrier to closing this transaction. 

Both the Clayton Act, the federal antitrust law upon which these suits are based, and other federal law expressly provide that plaintiffs are required to post a bond covering the potential harm from halting a transaction to litigate, so that if they lose, the injured party has a source of recovery for the damage caused. Here, every month of delay carries substantial and quantifiable financial consequences.

Paramount is seeking a bond based on the straightforward calculation of the maximum potential ticking consideration and financing costs from this litigation. But these are not the only costs of delay. By virtue of what will be at least an eight-month delay in closing, there will be no integration and no ramped-up investment in content, production, and creative talent by the combined company. Of course, in addition, employees of both Paramount and WBD are also harmed by the uncertainties caused by the delay. 
 
Against the overwhelming legal and regulatory consensus of independent competition authorities around the world representing 68 jurisdictions, California and the other 11 state attorneys general have chosen to erect a roadblock at the last second that harms two media companies whose combination would enable increased competition to benefit consumers, creators, and workers, while also strengthening Hollywood.
We remain confident that plaintiffs’ case is without merit and will defend our pro-competitive transaction in court. We look forward to closing this transaction and delivering its benefits to consumers and entertainment industry workers in California, the United States and around the world.”

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‘Love Story’ Stars Video Interview On Iconic Romance, Playing Famous Folks, More

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Paul Anthony Kelly knew when he took on the role of such an icon as the beloved John F. Kennedy Jr, a person America and the world has known since he was just a little boy learning to walk, that it would be no easy task. ”It’s very challenging playing a historical individual, certainly one who’s so well known and well regarded,” he said. “I think the biggest challenge was just for myself to find the humanity in it and keep it real and honest, while also navigating how people perceive him and and hold him in their hearts.”

Considering the level of success the FX limited series from Ryan Murphy under his “Love Story” umbrella has had in terms of critical acclaim, viewership and now seven Emmy nominations, he and his co-stars succeeded beyond all expectations. Kelly joined Deadline’s Contenders Television: The Nominees Studio along with co-stars Sarah Pidgeon, who plays Carolyn Bessette, and Constance Zimmer, who plays her mother Ann Marie Freeman, to talk about the series and why it has resonated.

RELATED: Contenders Television: The Nominees Studio – Deadline’s Complete Coverage

Watch the conversation here and scroll down for more photos from the event.

For Pidgeon — who is Emmy-nominated for Outstanding Lead Actress in a Limited Series, Anthology or Television Movie — Bessette was a person who had to navigate a sudden explosion of fame and curiosity while staying true to herself, and it wasn’t always easy. Pidgeon could relate to that just shooting this show.

“Well, we’re making a television show, but I think that started to sort of wake up my nervous system. You know, the awareness that someone is watching you or filming you, capturing you beyond the film camera that’s in your face for the television show,” she said. “In some ways, I think because my nervous system reacted in my head, I thought, ‘Well, this is akin to what she might have been experiencing.’ And I think that was something that I found really exciting and an important part of her story to share, because I think especially, you know, 30 years on, we can reflect on that, the advent of paparazzi culture in a very different way. But Carolyn never spoke on the record. So in a way, I was able to showcase what that experience might have been for her through me in this iteration of Carolyn, sort of setting the record straight.”

Playing her mother — someone well out of the limelight of the Kennedys and a woman who would lose not only one daughter but two in the tragic 1999 crash that took their lives in a plane piloted by JFK Jr — was quite extraordinary and sensitive for Zimmer to play, especially since Ann is no longer alive. She has been nominated for Outstanding Actress in a Supporting Role for a Limited Series, Anthology or Television Movie.

RELATED: Emmy Nominations Analysis: ‘The Pitt’ And ‘Hacks’ Dominance Proves It Helps To Be On A Show Voters Actually Watch

“I think for me, because there wasn’t as much known about her as there was about the majority of the other people in the show, it gave me a freedom to all I had to do was look like the photo and then everything else. I could basically give her the power, give her a voice, give a voice to the voiceless,” Zimmer said. “Which is also a little bit of what happened with Carolyn, as we didn’t get to know her that way. And so I think this being based on the book and, and this being very much a little bit more of Carolyn’s point of view is the side of the story we never knew. And so I felt incredibly honored, and a lot of pressure, to make sure that whatever I did was just to make her somebody that nobody would forget.”

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‘A Different World’ Trailer Welcomes New Generation To Hillman College

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The next generation of Hillman College students are arriving this fall in Netflix‘s A Different World, and Deadline has your first-look at the trailer above. New photos of Season 1 have also been released, and can be found below.

The single-camera comedy will release all 10 half-hour episodes on September 24.

Maleah Joi Moon is at the center of the new chapter, playing Deborah Wayne, the youngest daughter of Hillman royalty: Whitley Gilbert-Wayne (Jasmine Guy) and Dwayne Wayne (Kadeem Hardison). Deborah is a sheltered young woman, a free spirit with a flair for the spotlight and a big heart who’s still figuring out her own path at Hillman.

The new A Different World hails from Felicia Pride.

A Different World - Season 1. (L to R) Maleah Joi Moon as Deborah.

Maleah Joi Moon as Deborah

Netflix

The trailer reveals Deborah will have a special relationship with Dr. Langhorne, played by Debbie Allen. Allen has been part of the continuation from the start as an executive producer and director of the premiere episode. The legendary multi-hyphenate, who directed 83 episodes of the original series, was not previously announced as having a role on the show.

In a funny scene between the two, Dr. Langhorne asks Deborah, “Baby, why are you here?” Deborah gives a short speech on hour her parents have inculcated in her the importance of Hillman, but Dr. Lanhorne knows better.

“You didn’t get in anywhere else, did you?” said Dr. Lanhorne, leaving Deborah to embarrasingly confirm it was true by putting her head down.

Debbie Allen as Dr. Langhorne in Episode 105

One thing about Deborah’s mom Whitley that we can’t forget from the original series: she is an impeccable dresser. Her appearance in the trailer shows her decked out in a classic Chanel suit. Deborah is forging her own stylish reputation wearing Balmain and a Chanel look of her own.

The new class also includes Rashida Duvall (Alijah Kai), a first‑gen criminal justice major; Shaquille Johnson (Cornell Young IV), a five‑star athlete choosing legacy; Amir Rodale (Jordan Aaron Hall), a sharp psych major better at fixing everyone else’s problems than facing his own; Hazel Henry (Kennedi Reece), a church‑raised small‑town girl defining her own values; and Kojo Achebe (Chibuikem Uche), a Ghanaian‑Nigerian fashion entrepreneur finding the courage to follow his vision.

And for us old school fans back for more, in addition to Guy and Hardison, the series will see the return of Darryl M. Bell as Ron Johnson, Cree Summer as Freddie Brooks, Charnele Brown as Dr. Kimberly Reese Boyer, Jenifer Lewis as Professor Davenport, Jada Pinkett Smith as Lena James, Dawnn Lewis as Jaleesa Vinson-Taylor, and Glynn Turman as Col. Bradford Taylor.

(L to R) Jasmine Guy as Whitley, Kadeem Hardison as Dwayne in Episode 106

(L to R) Kadeem Hardison as Dwayne, Jade Pinkett Smith as Lena in Episode 106

Darryl M. Bell as Ron in Episode 106

(L to R) Kadeem Hardison as Dwayne, Jenifer Lewis as Dorothy Dandridge Davenport in Episode 101

The trailer can be watched above and more new photos can be found below.

(L to R) Chibuikem Uche as Kojo, Cornell Young IV as Shaquille, Jordan Aaron Hall as Amir in Episode 101

(L to R) Alijah Kai as Rashida, Joshua Suiter as Andre Tilsdale in Episode 103

Summer Walker as Herself

(L to R) Jordan Aaron Hall as Amir, Cornell Young IV as Shaquille, Chibuikem Uche as Kojo, Dasan Frazier as Xavier in Episode 108

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Ramy Youssef Sharon Stone A24 Comedy Martha & Muhammad,

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Comedian Ramy Youssef and screen legend Sharon Stone will star in Martha & Muhammad, an of-the-moment comedy being produced and financed by A24.

The standup comedian wrote the script and will make his directorial debut on the feature, which tackles several hot button flashpoints as it tells the story of a white widowed socialite in New York who develops a relationship with a young Muslim man. Class, religion, immigration and age are on the table on what promises to be a showcase for both Youssef and Stone.

Youssef is producing via his Cairo Cowboy banner alongside Eli Bush, Ronald Bronstein, and Josh Safdie of Central, Christopher Storer and Tyson Bidner for American Light & Fixture, and A24.

Production is looking to begin this fall.

The feature is being made at a critical moment in American culture as Middle Eastern representation and the American-Muslim experience gain new levels of prominence. Much of that is being fueled on the political level, with figures such as New York mayor Zohran Mamdani and Democratic Michigan Senate candidate Abdul El-Sayed currently on the frontlines of many conversations on those topics.

Youssef has been tackling the Muslim-American experience for years within his stand-up comedy as well as his Hulu series, Ramy, which earned him a Golden Globe and a Peabody award, as well as a pair of Emmy Award nominations, for acting and directing.

Martha & Muhammad is the latest collaboration between Youssef and A24, which has proven a potent partnership. The team-up birthed Ramy as well as Youssef’s two critically acclaimed comedy specials, Feelings and More Feelings, both of which were nominated for Critics’ Choice and Writers Guild Awards. And the two were also behind Happy Family USA, Prime Video’s hit animated series which is returning for a second season.

Stone is the Hollywood legend who starred with Michael Douglas in Basic Instinct and earned an Oscar nomination for her performance in Martin Scorsese’s 1995 crime saga Casino. The actress has been enjoying a resurgence of late and appeared in HBO’s third season of Euphoria. On the feature side, she recently wrapped David Mamet’s Speed the Plow alongside Ben Mendelsohn and has several other movies in the can, including Marc Maron’s ensemble feature In Memoriam as well as AGC Studios’ feature Babies in which she appears with Seth Rogen and Anna Kendrick.

Youssef, who earlier this year released his third HBO stand-up special, Ramy Youssef: In Love, is repped by WME, Entertainment 360 and Yorn Levine.

Stone, who was last seen on the big screen as the scene-stealing villainess in Nobody 2, is repped by IAG, The Artists Partnership, Link Entertainment and Brecheen Feldman.

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