Paramount-Warner Bros. merger set to close next week
The Paramount-Warner Bros. merger set to close next week after a U.S. judge approved Paramount's settlement with state attorneys general. Judge Araceli Martínez-Olguín cleared the final barrier to the $111 billion deal, and Paramount has tentatively targeted Tuesday, Oct. 6 to finalize the takeover.
Key Takeaways
- U.S. District Judge Araceli Martínez-Olguín approved Paramount's consent decree with 12 Democratic state attorneys general.
- The order removes the last major legal hurdle after clearances in 68 jurisdictions, including the Justice Department.
- Paramount has tentatively set Tuesday, Oct. 6 to close the debt-fueled $111 billion Warner Bros. Discovery deal.
- Settlement terms include U.S. production spending, theatrical release floors, lot sale limits, and a news editorial independence board for CNN and CBS News.
- Leadership shifts are already underway as David Ellison prepares to take control of the combined entertainment giant.
After a fierce year-long fight, Paramount chief David Ellison is on the verge of completing Hollywood's most expensive takeover. According to Variety, Martínez-Olguín found the proposed consent decree a reasonable resolution of the antitrust dispute brought by the states.
The combined company would unite two major studios, streamers HBO Max and Paramount+, and TV brands including CBS, CNN, MTV, TBS, Comedy Central, and Food Network. Franchises would range from Harry Potter and Game of Thrones to the DC Universe, Yellowstone, Mission: Impossible, Top Gun, and Nickelodeon.
Follow more streaming deal coverage in our Streaming & TV Alerts hub.
Why did the judge approve the Paramount-Warner settlement?
Martínez-Olguín wrote that the consent decree is a fair, reasonable, and good-faith approach to the competitive harms alleged. She noted backstops that could require divestment of studios or cable channels if the combined company fails to meet the decree's terms.
The settlement includes no structural divestitures of the kind California Attorney General Rob Bonta previously sought. Instead, it locks in behavioral remedies while the deal moves forward.
What conditions does the consent decree impose?
Paramount-WBD cannot sell the Paramount Studios or Warner Bros. lots in California for at least five years. It must invest at least an additional $300 million a year in U.S. film production.
The merged company must release at least 30 theatrical movies in the first two years and at least 32 in years three through five, with a 45-day window for wide-release films. A news editorial independence board will set guiding principles for CNN and CBS News.
Who will lead the merged Paramount-Warner Bros. company?
The combined company's name has not been revealed. Ellison has recruited Ynon Kreiz, who is stepping down as Mattel's CEO, for a senior role. Casey Bloys, head of WBD's HBO, is poised to oversee the combined streaming business after Cindy Holland said she was stepping down from running Paramount+ and other direct-to-consumer units.
Warner Bros. Discovery CEO David Zaslav is expected to leave and stands to earn more than $550 million in stock and cash once the deal closes, including $34.2 million in cash severance. Other top WBD exits anticipated include chief revenue and strategy officer Bruce Campbell and CFO Gunnar Wiedenfels.
Opponents, including the #BlockTheMerger coalition, urged the court to reject the settlement. The judge had asked the parties to address a letter from Sen. Cory Booker seeking an independent public-interest review; Paramount and the AGs argued the negotiated deal has teeth and should not face that extra review.