Paramount Skydance has removed the last significant barrier to its $110 billion acquisition of Warner Bros. Discovery after settling an antitrust lawsuit brought by twelve states, clearing a path to close in roughly two weeks. California Attorney General Rob Bonta announced the agreement on Monday, and chief executive David Ellison told staff in a memo obtained by Business Insider that the company holds "complete clearance" and is tentatively planning to complete the transaction in approximately two weeks.
The settlement terms
The consent decree binds the combined company to a theatrical slate of 30 releases in each of the next two years, rising to 32 in each of the following three, with a mandated share produced in the United States and at least 20 percent designated as blockbusters, though no budget floor was specified. Paramount also committed to increase domestic production spending by at least $300 million annually for five years, pledged not to sell either the Paramount or Warner Bros. studio lots, and agreed to negotiate carriage rates for its own cable networks separately from those owned by WBD for the same period. A new board will be established to safeguard the editorial independence of CBS News and CNN. Bonta was explicit that the settlement does not constitute endorsement of the merger.
The ticking clock
The February agreement priced WBD at $31 per share, prevailing over a Netflix bid for studio and streaming assets at $27.75 per share. Paramount has been racing a September 30 deadline to avoid a ticking fee of roughly $7 million per day, $650 million per quarter, that would have accrued to WBD shareholders from October 1. A $7 billion breakup fee loomed if the deal failed to close. The states' suit, joined by a separate Writers Guild of America action also settled Monday, had secured a temporary restraining order in July that paused the transaction and pushed the outside date to June 1, 2027, or five days after resolution of the litigation.
The opposition
The plaintiff states argued the merger would concentrate excessive control over theatrical distribution, big-budget film production, and basic cable channels. High-profile creators including Mark Ruffalo and J.J. Abrams warned in an open letter that consolidation would mean fewer opportunities for talent. Paramount countered that the combination improves competition and noted the Department of Justice had already cleared the deal. Ellison frames the enlarged entity, spanning Paramount Pictures, CBS, Paramount+, Pluto TV, Comedy Central, Warner Bros., HBO, HBO Max, CNN, TBS, and HGTV, as a necessary counterweight to Netflix and Disney.
What comes next
With the state and guild litigation resolved, the remaining step is formal closing. The two-week timeline Ellison signaled would beat the ticking-fee deadline, but the memo's "tentatively" qualifier leaves room for slippage. The production commitments and carriage separations are structural concessions that will outlast the closing fanfare; whether they meaningfully constrain the combined company's leverage over theaters, talent, and distributors will only be visible in the slate and carriage negotiations that follow.