Paramount-Warner Bros. Discovery Merger Stalled by State Attorneys General

Paramount Skydance and Warner Bros. Discovery have secured regulatory clearance in 68 countries, including Mexico, the EU, China, Canada, Brazil and the UK. The companies seek to close a merger valued at $110 billion (some filings cite $111 billion) but a federal antitrust suit filed by 12 state attorneys general—led by California Attorney General Rob Bonta—remains the sole obstacle. A “ticking fee” of $7 million per day to Warner Bros. Discovery investors begins on October 1, and the parties have agreed to delay closing until June 1, 2027 (or five days after the trial outcome), with a final deadline of June 4, 2027.

The Wrap

Global competition authorities have described the transaction as “pro-competitive, pro-consumer and pro-worker.” The states contend the merger would reduce competition in basic cable, theatrical and blockbuster film markets and could lower wages and job opportunities for industry workers.

Hollywood Reporter

• Regulatory approvals: 68 jurisdictions worldwide.

Variety Magazine

• Deal value: $110 billion (some reports state $111 billion).

The Wrap

• Ticking fee: $7 million per day ($650 million per quarter, $7 billion per year).

The Wrap

• Termination fee: $7 billion payable to Warner Bros. Discovery if the merger collapses on regulatory grounds.

The Wrap

• Trial date: March 2, 2027 (two-week trial set by Judge Araceli Martínez-Olguín).

Variety Magazine

• Key deadlines: October 1 (fee activation), June 1, 2027 (delay deadline), June 4, 2027 (final closing deadline), July 13 (state-AG filing deadline).

The Wrap

Paramount warned that the additional delay would impose “needless costs” and said it is prepared to consider moving operations out of California if a settlement is not reached by the October 1 fee trigger. California Attorney General Rob Bonta called Ellison’s relocation threat “blackmail” and said any settlement must include “structural remedies, such as divestments,” rather than merely behavioral promises.

Variety Magazine

State officials have rejected Paramount’s proposed remedies. Bonta argued that “behavioral” fixes—like promises to release a certain number of films—have proven ineffective and that the states will not settle without “structural changes” that Paramount has so far declined to make. A spokesperson for the California AGs’ office reiterated that the lawsuit “violates long-standing federal antitrust law” and warned of broader industry harms.

Variety Magazine

• Deal valuation: TheWrap cites $110 billion, while Variety and Deadline reference $111 billion. Sources do not reconcile the discrepancy.

The Wrap

• CNN disposition: A Paramount source claimed “CNN is not for sale,” whereas earlier comments suggested openness to a sale. No definitive corporate position has been disclosed.

The Wrap

• “We are grateful that competition authorities in nearly 70 jurisdictions worldwide have independently and thoroughly reviewed this transaction and reached the same conclusion: it is pro-competitive, pro-consumer and pro-worker,” — Paramount CEO David Ellison.

The Wrap

• “I think they’re eager to enter those talks and we are very happy with where we are,” — Rob Bonta.

The Wrap

• July 13 – California and other state AGs file antitrust lawsuit.

Hollywood Reporter

• March 2, 2027 – Trial begins.

Variety Magazine

• October 1 – $7 million-per-day ticking fee activates.

The Wrap

• June 1, 2027 – Agreed delay deadline (five days after trial outcome).

Variety Magazine

• June 4, 2027 – Final deadline for merger completion.

The Wrap