David Ellison Told Top Execs Paramount Will Exit California If AG Refuses To Negotiate Settlement In WBD Merger Suit

Paramount CEO David Ellison told a group of the company’s top executives that he will start the process of exiting California on October 1 if the state’s Attorney General Rob Bonta will not negotiate to settle an antitrust suit around the planned merger with Warner Bros. Discovery. Ellison made the remarks at a meeting last week. Details were first reported by Puck and confirmed by Deadline. Bonta is leading a group of 20 state Attorneys General in the case that is set to go to trial in federal court in the Northern District of California March 2027. October 1 is the day Paramount starts to accrue a so-called ticking fee of $7 million a day agreed to in the WBD deal terms if the transaction hasn’t closed by then. Paramount had asked the judge for a November trial date. Deadline hears that Ellison was emphatic at the meeting that he does not want to relocate but also doesn’t feel welcome in Paramount’s home state as the company and the AG wage a PR battle. The $111 billion merger has been approved by the DOJ and international regulatory agencies, including in the EU and UK. Watch on Deadline The AGs’ suit is focused on antitrust claims in three areas: wide release films, blockbuster films and cable network programming. Ellison has promised the combined studios will release 30 films a year with significant theatrical windows. He has said he offered to put that in writing for the AG and otherwise engage in settlement talks around potential concessions. A relocation would start with the company’s headquarters, followed by studio jobs. Ellison would move Paramount, or the merged Paramount-WBD, regardless of the outcome of a trial. Beyond the ticking fee, Paramount would owe WBD a $7 billion termination fee (the largest in corporate history) if the deal falls apart unless Warner’s board, led by CEO David Zaslav, agrees to renegotiate. WBD can walk if the deal is not clinched by June 4. Rumors had surfaced months ago that Ellison was considering a California exit if the AG did not soften his stance. Destinations mentioned have included Tennessee, Texas and Georgia. Potential new home states have presumably offered significant incentives if Paramount relocates. In response to previous threats to leave the state, Bonta has called it a “last ditch effort to try to blackmail my office and the attorneys general into allowing an illegal deal.” Paramount has accused Bonta of playing politics. In an op-ed published in Deadline on Monday, the California AG said “Paramount and Warner Bros see the writing on the wall: that they will lose in a court of law. So instead, they are resorting to the court of public opinion. They want to talk about anything but the facts of this case… As disingenuous as it may be, they are welcome to do so.” More from this Story Arc Paramount WB