{"id":866383,"date":"2026-09-30T23:00:08","date_gmt":"2026-09-30T23:00:08","guid":{"rendered":"https:\/\/www.newsbeep.com\/us\/866383\/"},"modified":"2026-09-30T23:00:08","modified_gmt":"2026-09-30T23:00:08","slug":"paramount-wbd-merger-set-to-close-after-judge-approves-settlement-with-state-ags","status":"publish","type":"post","link":"https:\/\/www.newsbeep.com\/us\/866383\/","title":{"rendered":"Paramount-WBD Merger Set to Close After Judge Approves Settlement With State AGs"},"content":{"rendered":"

\n\tParamount chief David Ellison<\/a>, after a fierce year-long battle, is finally about to get his hands on Warner Bros. Discovery<\/a> \u2014 in the most expensive takeover in Hollywood history.<\/p>\n

\n\tOn Wednesday, U.S. District Judge Araceli Mart\u00ednez-Olgu\u00edn, who is overseeing the antitrust case aimed at blocking the Paramount-Warner Bros.<\/a> deal approved Paramount\u2019s settlement<\/a> with the 12 Democratic state attorneys general who brought the case to resolve the litigation.<\/p>\n

\n\tParamount has tentatively set next Tuesday, Oct. 6,<\/a> to close the merger, according to regulatory filings.<\/p>\n

\n\tThe order approving the settlement by Mart\u00ednez-Olgu\u00edn<\/a> was the final remaining barrier to Paramount\u2019s debt-fueled $111 billion merger with Warner Bros. Discovery, after it had been cleared by regulators in 68 jurisdictions worldwide including the Justice Department.<\/p>\n

\n\t\u201c[T]he Court finds the proposed consent decree represents a reasonable factual and legal resolution of the dispute,\u201d Mart\u00ednez-Olgu\u00edn wrote in her order. She determined that the proposed settlement agreement \u201creflects a procedurally sound resolution.\u201d<\/p>\n

\n\t\u201cThe parties reached their agreement following highly contested, however brief, litigation, and they reached their agreement following what they report to have been several rounds of in-depth negotiations,\u201d the judge wrote.<\/p>\n

\n\tThe merged Paramount-WBD will bring together two of Hollywood\u2019s biggest movie studios; the HBO Max and Paramount+ streaming services; and TV businesses including CBS, CNN, MTV, TBS, Comedy Central, Food Network and more. The new company\u2019s entertainment franchises will span Harry Potter, \u201cGame of Thrones\u201d and other HBO hits, the DC Universe, \u201cYellowstone,\u201d \u201cMission: Impossible,\u201d \u201cTop Gun\u201d and the Nickelodeon kids\u2019 empire.<\/p>\n

\n\tOn Wednesday, shortly after the judge OK\u2019d the settlement, Paramount announced that Ellison has recruited Ynon Kreiz, who is stepping down as Mattel\u2019s CEO,<\/a> to be co-CEO at the combined Paramount-WBD. The merged entity\u2019s businesses will jointly report to Ellison and Kreiz.<\/p>\n

\n\tIn addition to Kreiz\u2019s hiring, some of the top leadership of the soon-to-be-merged company (whose name hasn\u2019t been revealed at this point) is already taking shape. Casey Bloys, head of WBD\u2019s HBO, is poised to assume oversight of the combined Paramount-Warner Bros. streaming business after Cindy Holland announced Tuesday she was stepping down from her role running Paramount+<\/a> and other direct-to-consumer.<\/p>\n

\n\tWith the deal close, Warner Bros. Discovery CEO David Zaslav is expected to depart. Zaslav stands to earn more than $550 million in stock and cash<\/a> once the Paramount-WBD deal closes, including $34.2 million in cash severance payments. Other top WBD execs anticipated to exit include chief revenue and strategy officer Bruce Campbell and CFO Gunnar Wiedenfels.<\/p>\n

\n\tMart\u00ednez-Olgu\u00edn\u2019s ruling came after merger opponents filed official objections with the court over Paramount\u2019s settlement with the states<\/a>. The consent decree includes no structural remedies (i.e., divestitures) as California Attorney General Rob Bonta, who led the coalition of states in suing to stop the looming merger, had previously insisted on.<\/p>\n

\n\tAmong the terms<\/a> of the settlement: Paramount-WBD is prohibited from selling the Paramount Studios or Warner Bros. lots in the state for at least five years, and is obligated to invest at least an additional $300 million on film production in the U.S. annually. The combined Paramount-WB also must release at least 30 movies for theatrical distribution in the first two years (something Ellison has repeatedly promised he would do) and at least 32 in years 3-5, with a 45-day window for wide-release films. The merged Paramount-Warner Bros. also will be subject to monitoring by a \u201cnews editorial independence board,\u201d which will establish \u201cguiding editorial and journalism principles for\u201d for CNN and CBS News.<\/p>\n

\n\tQuestioned by the judge<\/a> last week about how the settlement addresses the state AGs\u2019 concerns over fair competition in the three markets identified in the lawsuit \u2014 wide-release movies, tentpole movies and basic cable \u2014 Paula Blizzard, senior assistant attorney general for the antitrust section of the California Attorney General\u2019s Office, said the reasoning was that the states were wary about permanently blocking the Paramount-WBD deal \u2014 and she said Warner Bros. Discovery, if it were denied the deal to merge with Paramount, would likely seek another M&A partner. \u201cSometimes we say, here are some remedies that will address the harm we see, but are not going to permanently change the structure by either completely blocking the merger or [requiring] divestment, and this is one of those cases,\u201d Blizzard told the judge.<\/p>\n

\n\tIn her order, Mart\u00ednez-Olgu\u00edn wrote that she found that the proposed consent \u201cincludes important backstops requiring divestment of studios and\/or cable channels in case of the combined entity\u2019s failure to comply with the proposed consent decree\u2019s terms. Further, the proposed consent decree imposes these requirements on film distribution and basic cable negotiations in the midst of a rapidly changing marketplace. The Court therefore finds that the proposed consent decree reflects a settlement between the parties that is a fair, reasonable, and good faith approach to address the competitive harms alleged in the Complaint, and does not violate the law or public policy.\u201d<\/p>\n

\n\tThe groups behind the #BlockTheMerger coalition, for one, filed an amicus brief with the court urging Mart\u00ednez-Olgu\u00edn to reject the settlement<\/a>. The League of United Latin American Citizens also raised objections to the deal in a filing, saying the combined Paramount-WBD will potentially invest less in productions about Black and Latino communities than two independently competing studios would.<\/p>\n

\n\tPreviously, the judge also had left open the door to a potential additional third-party review of the settlement: Mart\u00ednez-Olguin asked both the AGs and Paramount to respond to a letter submitted by Sen. Cory Booker (D-N.J.) \u201cto urge the Court to subject the proposed consent decree to an independent public-interest review before entering it.\u201d In separate filings Monday, Paramount and the AGs countered<\/a> that the deal was vigorously negotiated, has \u201cteeth\u201d and should not be subjected to an independent \u201cpublic interest\u201d review. Paramount lawyers argued that the deal resolves the AGs\u2019 primary concern of a reduction in theatrical releases after it merges with Warner Bros. Discovery.<\/p>\n

\n\tMart\u00ednez-Olguin noted that the parties objecting to the settlement \u201cexpress[ed] dismay at many of the proposed consent decree\u2019s provisions. However, a proposed consent decree like this one represents a negotiated settlement that does not fully remediate an alleged violation or even necessarily resolve the ultimate factual and legal issues of a case.\u201d<\/p>\n

\n\t\u201c[T]he Court recognizes that this proposed consent decree reflects a compromise of the claims short of full adjudication \u2014 compromise that may leave some dissatisfaction for both sides and the public but a compromise that saves the risk, time and expense of litigating through trial,\u201d the judge wrote. <\/p>\n

\n\tMart\u00ednez-Olguin wrote that there are \u201cmeaningful grounds for disappointment with the proposed consent decree.\u201d Here she cited Booker\u2019s letter referencing the statement by Connecticut Attorney General William Tong that his state had pushed for the full divestiture of CNN and CBS News and was \u201cdeeply disappointed\u201d the settlement did not go further. \u201cBut these hopes and desires for the proposed consent decree to reach farther \u2014 to achieve more \u2014 do not rise to the level of legal violations upon which the Court can reject the parties\u2019 negotiated resolution,\u201d the judge wrote.<\/p>\n

\n\tOracle founder and billionaire Larry Ellison, who is David\u2019s father, has personally guaranteed $46.7 billion in equity financing for the WBD takeover. In addition, Paramount has lined up about $24 billion in commitments from the sovereign wealth funds of Saudi Arabia, Qatar and the United Arab Emirates. According to Paramount, the three Middle Eastern funds will own 38.5%<\/a> of the combined Paramount-Warner Bros.<\/p>\n","protected":false},"excerpt":{"rendered":"Paramount chief David Ellison, after a fierce year-long battle, is finally about to get his hands on Warner…\n","protected":false},"author":2,"featured_media":866384,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[33],"tags":[18205,88,48502,324153,10343],"class_list":["post-866383","post","type-post","status-publish","format-standard","has-post-thumbnail","category-entertainment","tag-david-ellison","tag-entertainment","tag-paramount-skydance","tag-paramount-warner-bros","tag-warner-bros-discovery"],"_links":{"self":[{"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/posts\/866383","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/comments?post=866383"}],"version-history":[{"count":0,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/posts\/866383\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/media\/866384"}],"wp:attachment":[{"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/media?parent=866383"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/categories?post=866383"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/tags?post=866383"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}