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Good morning. Here's the latest on WBD, Vanity Fair, Netflix, Meta, Sinclair, the NYT, "Disclosure Day," and much more...

BREAKING

WBD rejects Paramount's 'illusory' bid

"Doing a deal is great. Closing a deal is better."

That's what Warner Bros. Discovery board chair Sam DiPiazza said on CNBC this morning, emphasizing the board's concerns about Paramount's ability to follow through and complete a purchase of WBD.

At 7 a.m. ET, WBD published a letter to shareholders along with a lengthy SEC filing formally rejecting Paramount's offer, calling it "illusory" and arguing that the existing plan to sell most of the media company to Netflix is a better deal for shareholders.

DiPiazza told David Faber that a shareholder vote will be scheduled in the spring or "early summer." There will be many twists and turns before then. Paramount had no immediate response to WBD, but many analysts believe that a new, higher bid is in the works.

As for Paramount's $30-per-share offer for the entire company versus Netflix's $27.75-per-share offer for Warner Bros. and HBO, "it wasn't really a hard choice," DiPiazza said, asserting that the WBD split is a crucial step and that Paramount is undervaluing the Discovery Global side (which will include CNN).

The fundamental concern raised by WBD is about whether Paramount is "good for the money," so to speak.

Paramount has said it has "air tight financing" — provided in large part from the royal families of Saudi Arabia, Qatar and Abu Dhabi — and that any suggestion otherwise is "absurd." But the WBD side is questioning why Paramount CEO David Ellison's father, Larry Ellison, with his vast wealth, is not personally backstopping the bid.

This morning's letter said Paramount "has consistently misled WBD shareholders that its proposed transaction has a 'full backstop' from the Ellison family. It does not, and never has."

In recent days, some US lawmakers have raised alarms about the Middle Eastern financing arrangement. Here's my full story for CNN.com...

A few more notes and quotes

 >> WBD "specifically keying in on the Ellison choice to not to use their own money on Paramount's bid for WBD seems like a key point for a new offer, at least if Paramount wants to move to friendly from hostile," CNBC's Alex Sherman noted on X. The message: "If you want this so badly, use your own $$."

 >> Peter Kafka flagged this tidbit from the SEC filing: "There was a fourth bidder besides Ellisons, Netflix and Comcast, described as 'an American media company.' That bidder was primarily interested in WBD's cable networks – the opposite of everyone else. WBD didn't spend much time on that one." Reporters are now trying to figure out which media company it was.

  >> Bloomberg broke the news that Jared Kushner's private equity fund Affinity Partners has withdrawn from the process. "With two strong competitors vying to secure the future of this unique American asset, Affinity has decided no longer to pursue the opportunity," Affinity said.

 >> Yesterday, seemingly out of nowhere, Trump knocked the Ellisons again in a Truth Social post. "For those people that think I am close with the new owners of CBS, please understand that '60 Minutes' has treated me far worse since the so-called 'takeover,' than they have ever treated me before," Trump wrote. "If they are friends, I'd hate to see my enemies!"

COMING UP...

👀 FCC chair testifies today

It's time for FCC chair Brendan Carr to testify about "Kimmelgate."

Sen. Ted Cruz, who was among the first conservatives to break ranks and call foul on Carr's threats against ABC in September, is bringing the FCC chair before the Senate Commerce Committee for a hearing that begins at 10 a.m. ET. You can watch live via C-SPAN, YouTube, etc.

Commissioners Olivia Trusty and Anna Gomez will be there, too, and Gomez will be scathingly critical of Carr's conduct.

Some Republican members of the committee have signaled that they're "ready to move on from the controversy," per Politico's John Hendel. But the Democratic members obviously have not. "This was the government using regulatory leverage to crush speech," Sen. Brian Schatz said at the time. "Obviously, Brendan Carr must resign," Ed Markey said. So it's likely to be an intense hearing...

'Rein in the FCC's abuses'

Here's how Reporters Without Borders is setting the table for the hearing:

Carr has "instituted a campaign of intimidation against media outlets whose editorial decision making he disagrees with, a clear power grab and a violation of the Constitution," Clayton Weimers said in a statement. "He's launched politically-motivated investigations into media outlets, suggested lifting the cap on broadcast ownership that would worsen America's local news desert crisis, and of course temporarily forced Jimmy Kimmel off the air with his mafia-esque threats. This hearing will be an opportunity to rein in the FCC's abuses of power."

Trump plans prime time address 

"ABC News, CBS News, NBC News all plan to carry Trump's abruptly announced prime time Oval Office address on Wednesday evening, where the president plans to tout his supposed accomplishments," Oliver Darcy reported for Status last night. CNN and other cable news networks will carry it as well. The speech is slated for 9 p.m. ET, and the fact-checking afterward (or lack thereof) will be worth analyzing...

The confessions of Susie Wiles 

Well, I think everyone has forgotten about the Olivia Nuzzi-Vanity Fair controversy now. Vanity Fair is soaking up attention (and I bet some new digital subscribers) thanks to its two-part Chris Whipple feature inside the Trump White House.

Whipple told Anderson Cooper that all of the interviews with Susie Wiles were on the record and tape-recorded. He compared the confluence of factors to a lightning strike. "She knew I was working on a book at the outset," he said, and "when I told her that Vanity Fair had agreed to do a piece... she was all in and enthusiastic about it."

 >> My two cents: The "scandal" is that Wiles got really candid and told the truth! Trump even defended her depiction of him having an "alcoholic's personality" in an interview with the New York Post.

MAGA's takeaway from it all

It's a safe bet that a blow-up like this leads other Republican officials to retreat into their corners. VP JD Vance said it explicitly yesterday: "I hope that the lesson is we should be giving fewer interviews to mainstream media outlets." The Federalist editor Mollie Hemingway vented about it too: "Genuinely sick to death of people on the right who seek the approval of left-wing media. Or even play with them for a minute," she wrote. "I can't take it. It's the saddest fetish."

Reiner tributes pour in

Here's the latest from CNN's team on the case against Nick Reiner, plus a few of the touching tributes to Rob and Michele: 

>> Billy Crystal, Larry David, Martin Short, Albert Brooks and others shared a statement last night: "Michele and Rob Reiner devoted a great deal of their lives for the betterment of our fellow citizens... We were their friends, and we will miss them forever." (AP)

 >> Stephen King penned a heartrending essay: "Why I Hugged Rob Reiner After Watching 'Stand by Me.'" (NYT)

 >> "Plans to release Rob Reiner‘s final film 'Spinal Tap at Stonehenge: The Final Finale,' which had not yet been dated, are currently on pause after the director’s death." (Variety)

Following up on the BBC suit...

ICYMI, here's my follow-up story about legal experts heaping skepticism on Trump's lawsuit against the BBC. Yesterday, FIRE said the suit "does not have any legal basis, either on defamation or jurisdictional grounds," and PEN America called it "a coercive ploy to globalize his domestic threats to a free and independent press and to chill reporting overseas." Read on...

The Bari Weiss ratings Rorschach

The CBS News town hall with Erika Kirk averaged 1.9 million viewers on Saturday night. Kirk's appearances on Fox earlier in the week were higher-rated: The episode of "The Five" that she guest-hosted averaged 3.3 million viewers last Tuesday.

TV ratings often have a Rorschach-like quality. In this case, Bari Weiss detractors can say "a town hall with Erika Kirk is not a ratings hit for CBS." (The Independent's Justin Baragona called the event "a massive ratings flop.") And/but Paramount's leaders can (and surely will) say, "There's something worth nurturing here, so we're going to do more town halls and build an audience."

Netflix picks up more pods

Netflix is "furthering its long-awaited push into podcasting" with an iHeartMedia pact, "and yanking a few more shows off YouTube," the NYT’s Jessica Testa wrote yesterday. "Under the deal, at least 15 podcasts produced by iHeartMedia will publish their video episodes exclusively on Netflix beginning in early 2026," including Charlamagne tha God's "The Breakfast Club."

 >> Testa pointed out on X that "The Breakfast Club" is "the big news here. Netflix doesn't really lean into politics/news, but that show certainly does..."

Briefly…

 >> Just hours after her peacemaking meetup with Erika Kirk, Candace Owens "continued to stir controversy and conspiracies around Charlie Kirk’s death" on her podcast, Will Sommer writes. (Bulwark)

 >> Sarah Palin's bid for another libel trial against The New York Times has been rejected by a federal judge. (Politico)

 >> The board of E.W. Scripps Co. has "rejected the unsolicited acquisition proposal submitted by Sinclair." (Variety)

 >> "Russia has labelled Deutsche Welle an 'undesirable organization,' in what the German international broadcaster called an effort to suppress independent reporting." Sounds like a backhanded compliment to me! (Reuters)

IG's first dedicated app for your big screen TV

"This is low key a big deal," THR's Alex Weprin wrote. His headline: "Big Tech's Battle for the Living Room Heats Up As Instagram Launches Reels App for TVs."

The app is "a major shift in the entertainment ecosystem, especially when factoring in Meta's power in the digital advertising space," Weprin wrote. "Consider that Meta CEO Mark Zuckerberg told Wall Street analysts in October that Reels now has a $50 billion annual run rate. That is more ad revenue than WBD, Paramount, and NBCUniversal combined... And Reels got there without a dedicated TV app, until now."

More tech talk

 >> OpenAI's ChatGPT has been updated "to make images better and faster." (Bloomberg)

 >> "Texas Attorney General Ken Paxton sued five major smart TV manufacturers" this week, arguing that they're secretly building "a mass surveillance system sitting in millions of American living rooms." (Courthouse News)

>> "A group of 18 industry insiders have banded together to form the Creators Coalition on AI," with more than 500 signatories, including "Oscar winners, filmmakers, show runners, writers" and many others. (THR)

Entertainment notes and quotes

 >> The Oscars announced its shortlists for 12 categories, with "Sinners" and "Wicked: For Good" leading the pack with 8 nods each. (Variety)

 >> UCLA's new Hollywood Diversity Report says last year "there were fewer leading roles featuring women and women of color than the year before, despite households of color and female audiences continuing to drive top show rankings," Payton Turkeltaub writes. (Variety)

 >> Steven Spielberg is back in the sci-fi business: Universal Pictures has dropped the teaser trailer for "Disclosure Day," out June 12. It looks incredible. (YouTube)

 >> Every streamer wants a Western these days: MGM+ has greenlit a "Magnificent Seven" reboot from Tim Kring. (THR)

 >> And saving the best for last: HBO Max has released the trailer for season two of "The Pitt." (YouTube)

This edition of Reliable Sources was edited by Andrew Kirell and produced with Liam Reilly. Email us your feedback and tips here.