Paramount is asking a dozen states and the Writers Guild of America to post a $1.88 billion bond to cover the cost of the delay they have imposed on its $111 billion merger with Warner Bros., arguing that the plaintiffs must bear the financial risk if their antitrust challenges ultimately fail.
The bond math
The figure represents the maximum payout to Warner shareholders under the merger agreement, which accrues at roughly $650 million per quarter or $6.9 million per day if the deal has not closed by October 1, plus legal fees. U.S. District Judge Araceli Martínez-Olguín temporarily halted the transaction in July and set a trial for March, months past the original late-September target. Paramount’s Tuesday filing frames the bond as a statutory requirement under the Clayton Act and federal injunction procedures, not a discretionary request.
The states' counter-argument
California Attorney General Rob Bonta and the WGA have pushed back, contending that Paramount proposed the fee structure to secure shareholder approval when a rival bid from Netflix was on the table. In a filing last month, Bonta wrote that the studio “now wishes to offload that responsibility.” The plaintiffs also argue that no injunction was ever issued, the delay stems from a joint stipulation in which Paramount voluntarily agreed not to close, which they say renders the bond demand inapplicable.
The injunction dispute
Paramount calls that framing disingenuous. In the brief, lawyer Danielle Sassoon writes that the studio “simply asks that Plaintiffs honor what the Clayton Act requires: A bond that will compensate Paramount for the damage it will suffer if the injunction proves improvidently granted.” The studio has emphasized missed production investment and rising financing costs as quantifiable harm, adding that studios are “already being squeezed out by streaming megaliths like Netflix and Amazon and other big tech companies who have entered the competition.”
Precedent and what's next
History offers little comfort. In the Nexstar-Tegna merger, a judge granted a $10,000 bond after the buyer asked for $150 million. Regulators in 69 countries have cleared the deal; the state and guild lawsuits are the sole remaining obstacle. A Paramount spokesperson said the company “agreed to delay closing to facilitate a prompt resolution of the case, while expressly preserving its legal rights.” If the plaintiffs insist on a pause, the spokesperson added, “they must accept the financial consequences if their challenge ultimately fails.”