Politics
Warner Bros. rejects Paramount’s hostile bid, accuses Ellison family of failing to put money into the deal
Warner Bros. Discovery has sharply rejected Paramount’s hostile offer, alleging the $108-billion deal carries substantial risks because the Larry Ellison family has failed to put real money behind its bid for Warner’s legendary movie studio, HBO and CNN.
Paramount “has consistently misled WBD shareholders that its proposed transaction has a ‘full backstop’ from the Ellison family,” Warner Bros. Discovery’s board wrote Wednesday in a letter to its shareholders filed with the Securities & Exchange Commission.
“It does not, and never has,” the Warner board said.
Warner’s board voted unanimously that Paramount’s hostile bid “was not in the best interests” of its shareholders.
For Warner, what was missing was a clear declaration from Paramount that the Ellison family had agreed to commit funding for the deal. Paramount last week told Warner stockholders that it would pay them $30 a share — or $78 billion for the entire company. Paramount also has said it would absorb Warner’s debt, making the overall deal worth $108-billion.
A Paramount representative was not immediately available for comment Wednesday.
The Warner auction has taken several nasty turns. Last week, Paramount launched its hostile takeover campaign for Warner after losing the bidding war to Netflix. Warner board members on Dec. 4 had unanimously approved Netflix’s $82.7-billion deal for the Warner Bros. film and television studios, HBO and HBO Max.
In its letter, the Warner board reaffirmed its support for Netflix’s $27.75 a share proposal, saying it represented the best deal for shareholders. Warner board members urged investors not to tender their shares to Paramount.
Board members said they were concerned that Paramount’s financing appeared shaky and the Ellison family’s assurances were far from ironclad. Instead Paramount’s proposal contained “gaps, loopholes and limitations,” Warner said, including troubling caveats, such as saying in documents that Paramount “reserve[d] the right to amend the offer in any respect.”
The Warner board argued that its shareholders could be left holding the bag.
Paramount Chief Executive David Ellison has argued his $78-billion deal is superior to Netflix’s proposal.
(Evan Agostini / Evan Agostini/invision/ap)
Paramount Chairman David Ellison has championed Paramount’s strength in recent weeks saying his company’s bid for all of Warner Bros. Discovery, which includes HBO, CNN and the Warner Bros. film and television studios, was backed by his wealthy family, headed by his father, Oracle co-founder Larry Ellison, one of the world’s richest men.
Ellison sent a letter last week to Warner shareholders, asking for their support. The tech scion wrote his family and RedBird Capital Partners would be strong stewards of Warner’s iconic properties, which include Batman, Harry Potter, Scooby-Doo, “The Lord of the Rings,” and HBO’s “Game of Thrones.”
Ellison wrote that Paramount delivered “an equity commitment from the Ellison family trust, which contains over $250 billion of assets,” including more than 1 billion Oracle shares.
In regulatory filings, Paramount has disclosed that, for the equity portion of the deal, it planned to rely on $24 billion from sovereign wealth funds representing the royal families of Saudi Arabia, Qatar and Abu Dhabi as well as $11.8 billion from the Ellison family (which also holds the controlling shares in Paramount).
This week, President Trump’s son-in-law Jared Kushner’s Affinity Partners private equity firm pulled out of Paramount’s financing team.
Paramount’s bid would also need more than $60 billion in debt financing.
Paramount has made six offers for Warner Bros., and its “most recent proposal includes a $40.65 billion equity commitment, for which there is no Ellison family commitment of any kind,” the Warner board wrote.
“Instead, they propose that [shareholders] rely on an unknown and opaque revocable trust for the certainty of this crucial deal funding,” the board said, noting that a revocable trust could always be changed. “A revocable trust is no replacement for a secured commitment by a controlling stockholder,” the board’s letter said.
Throughout the negotiations, Paramount, which trades under the PSKY ticker, failed to present a solid financing commitment from Larry Ellison — despite Warner’s bankers telling them that one was necessary, the board said.
“Despite … their own ample resources, as well as multiple assurances by PSKY during our strategic review process that such a commitment was forthcoming – the Ellison family has chosen not to backstop the PSKY offer,” Warner’s board wrote.
David Ellison has insisted Paramount’s offer of $30 a share was superior to Netflix’s winning bid.
Paramount wants to buy all of Warner Bros. Discovery, while Netflix has made a deal to take Warner’s studios, its spacious lot in Burbank, HBO and HBO Max streaming service.
Warner plans to spin off its linear cable channels, including CNN, HGTV, Cartoon Network and TBS, early next year.
Paramount’s lawyers have argued that Warner tipped the auction to favor Netflix.
Paramount, which until recently enjoyed warm relations with President Trump, has long argued that its deal represents a more certain path to gain regulatory approvals. Trump’s Department of Justice would consider any anti-trust ramifications of the deal, and in the past, Trump has spoken highly of the Ellisons.
However, Warner’s board argued that Paramount might be providing too rosy a view.
“Despite PSKY’s media statements to the contrary, the Board does not believe there is a material difference in regulatory risk between the PSKY offer and the Netflix merger,” the Warner board wrote. “The Board carefully considered the federal, state, and international regulatory risks for both the Netflix merger and the PSKY offer with its regulatory advisors.”
The board noted that Netflix agreed to pay a record $5.8 billion if its deal fails to clear the regulatory hurdles.
Paramount has offered a $5 billion termination fee.
Should Warner abandon the transaction with Netflix, it would owe Netflix a $2.8 billion break-up fee.
Warner also pointed to Paramount’s promises to Wall Street that it would shave $9 billion in costs from the combined companies. Paramount is in the process of making $3 billion in cuts since the Ellison family and RedBird Capital Partners took the helm of the company in August.
Paramount has promised another $6 billion in cuts should it win Warner Bros.
“These targets are both ambitious from an operational perspective and would make Hollywood weaker, not stronger,” the Warner board wrote.
Politics
SEE IT: LA voters split on Pratt’s mayoral bid as one issue dominates Election Day
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LOS ANGELES — Outside a Bristol Farms market in LA’s Westchester neighborhood, residents who spoke to Fox News Digital all agreed that homelessness is a top problem facing the city, but disagreed on which mayoral candidate is the right choice to clean it up.
“Love him,” Shelley Zuckerman said about reality television star and independent candidate Spencer Pratt, adding that homelessness is a main motivator of her support for the reality TV star’s mayoral run.
“The fact that he’s not a politician, so he may or may not be a liar, we don’t know that yet, and I know that he wants to do something for LA that the politicians have been saying they’re going to do and then don’t,” Zuckerman added. “And I know politics works, that once you get in there you can’t always do what you want to do, but at least he’s got the passion.”
SPENCER PRATT SAYS HIS POLICY WILL FORCE HOMELESS OUT OF LA AND INTO CITIES LIKE SEATTLE
Los Angeles residents say homelessness is the top problem facing the city as they head to the polls for the mayoral primary. (Fox News Digital)
When asked if crime was a motivating factor to vote for Pratt, Zuckerman’s husband Saul responded, “Of course.”
The couple says they are supporting Republican Steve Hilton for governor.
Patrick Reynolds, who lives in the neighborhood, said he is “not happy with any of the candidates” and called Pratt a “clown” before saying he voted for incumbent Mayor Karen Bass “a little reluctantly.”
Homelessness has been a top-of-mind concern for voters in Los Angeles, and despite Bass being mayor for the last four years, Reynolds said he believes she’s the best choice on that front.
Reynolds, who said he is supporting billionaire Democrat Tom Steyer for governor, spoke at length about the problems with homelessness, including a local park he said has become “too dangerous” to visit in recent years.
KAREN BASS GRILLED OVER BROKEN HOMELESSNESS PROMISE, BLAMES BUREAUCRACY FOR SLOWED PROGRESS
Mayoral candidate Spencer Pratt hosts a campaign block party on 10th Avenue in Los Angeles on May 20, 2026. (Robert Gauthier/Los Angeles Times)
“Homelessness for sure,” a woman named Diane, who said she voted for Bass, told Fox News Digital, “That’s number one on my list, and I think she’s tried very hard to fix that problem. It’s a big problem, I know. And I just think she is down to earth. She’s not some rich billionaire, which I appreciate.”
Diane said she is supporting former Department of Health and Human Services Secretary Xavier Becerra, a Democrat who served in the Biden administration, for governor because he is a “good guy.”
“I like that he is an immigrant and that he has worked his way up in this world,” Diane said. “I think he has a good sensibility. I like also that he isn’t a billionaire. I can relate to him.”
Dan Madden, a resident of nearby Manhattan Beach, told Fox News Digital that if he could vote in LA proper, he’d go with Pratt.
WHO IS TOM STEYER? ANTI-ICE BILLIONAIRE IN CA GOVERNOR’S RACE FACES SCRUTINY OVER DETENTION INVESTMENTS
A Los Angeles city councilwoman and progressive candidate for mayor Nithya Raman, left, pictured alongside incumbent mayor Karen Bass, right. (Ronaldo Bolaños/Los Angeles Times via Getty Images; Justin Sullivan/Getty Images)
“That’d be my man,” said Madden, who added that he is voting for Hilton for governor. “The last 20 years in Los Angeles has been screwed.”
“It’s getting worse,” Madden said about the homeless situation in the Los Angeles area. “They cleaned up here and there. Spots, especially along the beach, coastline, you see it cleaned up. Two months later, everybody’s back.”
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Pratt, a registered Republican running as an independent, faces off in a nonpartisan mayoral primary against incumbent Mayor Karen Bass, a Democrat, and City Councilmember Nithya Raman, a socialist.
Tuesday’s election will determine which two candidates advance to the November general election. If a candidate receives more than 50% of the vote, they will automatically be named the next mayor.
Politics
Commentary: Why a loss for Hilton would be a win for Trump
If the last few weeks have shown us anything, it’s that the gubernatorial primary is an unexpectedly close race among a trio unlikely leaders: MAGA Republican Steve Hilton, and Democrats Xavier Becerra and Tom Steyer.
Though Trump endorsed Hilton, a former Fox News host, a Hilton loss may be just what Trump wants — more fuel to fire up his MAGA base with false claims of rigged elections.
“Whether Hilton finishes first, second, or third, Trump will declare with zero evidence that there is voter fraud.,” Matt Barreto told me. He’s a professor of political science at UCLA and a founder of its Voting Rights Project, meant to promote free and fair elections.
And since California will probably take days or weeks to count all the ballots, a tight race will be fertile ground for those fraudulent fraud claims. President Trump has already started, clearly planning to use our primary to further his push to assert federal control of state-run elections.
“You have a really rigged vote in California,” Trump said last week, when asked about Hilton and Los Angeles mayoral candidate Spencer Pratt, another unlikely right-wing contender. “California’s one of the most dishonest states for voting.”
California is not, of course, dishonest in its voting, and Trump has whined about elections for so long that this rhetoric might elicit little more than a shrug from most. But California elections matter at this pivotal moment only months before the midterms. Fraud claims here will further erode trust in our electoral system and could provide Trump with ammunition for interference across the country.
Voter fraud claims may also test a new California law meant to protect real election integrity and trust — a law (Senate Bill 73, signed by Gov. Gavin Newsom last week) that has received little notice but one that could provide a model of protection for the rest of the U.S. It stops law enforcement agents, including federal agents, from “providing unauthorized access, disruption, modification, or seizure of voter rolls, voter lists, or certified voting technology,” without a court order.
Call it the Sheriff Chad Bianco Act.
Bianco, another MAGA gubernatorial hopeful, seized hundreds of thousands of ballots from a recent election, claiming he was investigating the kind of wrongdoing Trump constantly alleges without proof. State Sen. Tom Umberg (D-Santa Ana), a former federal prosecutor, said the warrant Bianco obtained from a friendly judge was “woefully deficient.”
So Umberg helped pass the measure to “protect the integrity of California elections” from “rogue law enforcement officials,” he said.
And he’s not just talking about Bianco.
“I am worried about interference in the election by federal authorities,” Umberg said. “I believe Donald Trump when he says, ‘I’m going to interfere in the election.’”
Umberg is so concerned that he has two other bills in the works he hopes will be law by November. One would stop Immigration and Customs Enforcement agents from being present at polling places. The other would make it illegal for anyone running for a third term as president to appear on the California ballot.
The buildup of fraud claims around California elections and the pushback from legislators like Umberg is a background battle that hasn’t received much attention, but one that is real and consequential.
Trump, through demands for voter rolls by the U.S. Department of Justice, the promotion of the SAVE Act, vague threats of ICE or other federal agents at polls, and the placement of election deniers in key federal rolls has gutted safeguards for voting on the national level.
States have been slow to meet the threat, largely waiting for November to see how it plays out. California, to it’s credit, isn’t so complacent.
The strange circumstances of this particular California election may be a test for both sides. Barreto, the UCLA voting expert, said he thinks “Hilton has the highest probability of finishing first on Tuesday with Becerra close by in second, and Steyer in third.”
But that could — and probably would — change as more ballots are counted.
By Thursday, Barreto said, it’s probable (far from certain) that Becerra is in the lead and Hilton is second.
“There will definitely be millions more ballots counted on Wednesday and Thursday and they will be disproportionately Democratic and contribute to both Becerra and Steyer numbers,” he said.
Maybe pushing Steyer into second? Again, a long shot. But possible.
Democrats have been holding on to their ballots until the last minute this year, with a huge number waiting until just the last few days to vote. It’s possible (though unlikely) that by sheer numbers, Democratic voters will propel both Steyer and Becerra toward November.
We do know that Republicans, despite their smaller numbers, have been voting, and trusting the postal service with their ballots this time around at a fairly high rate. That’s despite Trump’s claims that mail-in voting is inherently fraudulent.
So at the same time that we are expecting a big influx of Democratic ballots in coming days, Republicans may be closer to their voting peak, meaning Hilton’s numbers could top out on election night.
If Hilton doesn’t make the top three, after having been in the lead during in-person voting, MAGA will most certainly lose its collective mind.
And Trump will have something just as good as a Republican governor in the Golden State — “proof” we cheated.
Politics
Jared Kushner’s overseas luxury resort project faces anti-corruption investigation amid violent protests
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Albanian anti-corruption prosecutors are investigating changes to the protected status of a coastal wetland where a luxury resort project linked to Jared Kushner, the son-in-law of U.S. President Donald Trump, has drawn environmental opposition and protests, according to Politico.
SPAK, Albania’s special anti-corruption prosecution office, has opened a probe into changes made to the status of the Vjosa-Narta protected landscape in Zvërnec, Politico reported. The coastal wetland area is home to flamingos, Mediterranean monk seals, and sea turtle nesting sites, Politico reported.
IVANKA TRUMP BREAKS DOWN IN EMOTIONAL INTERVIEW TALKING ABOUT HER MOTHER IVANA’S DEATH, OTHER CHALLENGES
Jared Kushner and Steve Witkoff participate in a charter announcement for President Donald Trump’s Board of Peace initiative in Davos, Switzerland, on Jan. 22, 2026. (Denis Balibouse/Reuters)
In 2024, Kushner publicly discussed plans for his firm, Affinity Partners, to develop luxury tourism projects in Albania, including in the Zvërnec area. Earlier this year, he visited the area with his wife, Ivanka Trump.
Albanian Prime Minister Edi Rama recently confirmed to Politico that talks were ongoing between the government and Kushner over the deal, which is expected to include roughly 10,000 hotel rooms and villas.
EUROPEAN CAPITAL ROCKED BY VIOLENT PROTESTS AS GOVERNMENT CORRUPTION PROBE FUELS UNREST
Albanian Prime Minister Edi Rama speaks during a press conference following the EU-Albania Intergovernmental Conference in Brussels, Belgium, on May 26, 2026. (Daniel Gnap/NurPhoto)
“I want to make Albania a country that is a destination to be envied in the region, and this project is part of this effort,” Rama said Monday.
Fox News Digital has reached out to Affinity Partners and SPAK for comment.
Protests by Albanian citizens and nonprofit groups began in May when large, barbed-wire-topped fences were erected at the proposed site, preventing locals and tourists from accessing the beach. On Sunday, protesters assembled outside government offices to demand an end to the project as well as Rama’s resignation.
Jared Kushner speaks during the inaugural meeting of the Board of Peace at the Donald J. Trump Institute of Peace in Washington, D.C., on Feb. 19, 2026. Kushner is facing pushback in Albania over a luxury development project. (Chip Somodevilla/Getty Images)
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Following Sunday’s protests, footage emerged showing private security guards appearing to assault and drag a protester along a cliff. Some guards allegedly threatened other demonstrators who were attempting to remove fences and halt construction.
The licenses of two private security companies were revoked following the incident. Meanwhile, around 15 protesters have been charged, and the local police chief has been stripped of his duties.
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