Paramount-Warner Bros. Merger Clears Court, Sets Oct. 6 Close

Paramount Skydance's $111 billion takeover of Warner Bros. Discovery is set to close Tuesday, October 6, after a federal judge cleared the final legal obstacle standing between the two companies and the largest media merger in history.

U.S. District Judge Araceli Martínez-Olguín entered a consent decree on Wednesday, September 30, resolving an antitrust lawsuit brought by 12 state attorneys general led by California AG Rob Bonta. According to a court order reviewed by Variety, the judge found the proposed settlement "a reasonable factual and legal resolution of the dispute" and lifted the no-close order she had imposed earlier in the case. The companies announced the October 6 target the same afternoon.

The deal terms, drawn from a definitive merger agreement filed with the SEC, call for Paramount to pay WBD shareholders $31.00 per share in cash, plus a daily accrual of roughly $0.00278 per share for each calendar day after September 30 through the closing date. That ticking fee, confirmed in Paramount's 10-T/A filing with the SEC, was structured as a $0.25-per-share quarterly charge and had been estimated by analysts, according to CNBC, at roughly $650 million per quarter in additional cash value to WBD holders. Paramount had initially told investors it expected to close by September 30, making the clock a real cost.

The states' suit, filed in mid-July by a coalition led by Bonta, had cited antitrust concerns in three specific markets: wide-release films, tentpole films, and basic cable, according to Variety's reporting on the litigation. A separate complaint from the Writers Guild of America, filed July 14, alleged the combination would lessen competition for writers of top-grossing films and episodic television. Both suits had been consolidated for a single 12-day trial set to begin March 2, 2027, which would have left the deal in limbo for roughly another nine months.

The settlement with the states avoids that trial. Paramount also settled the WGA lawsuit separately, agreeing per a statement reported by the Daily Maverick to pay $17.5 million to the guild's health fund and to maintain WGA staffing levels at CBS News for five years. California's Department of Justice said the agreement "resolves our antitrust concerns, protects competition and consumer choice, and centers the needs, concerns, and futures of California workers," according to a spokesperson quoted by the Daily Maverick.

Critics of the deal pushed back immediately. According to reporting by the Anchorage Daily News, opponents called the settlement terms too weak, and the transaction draws together two of Hollywood's last five legacy studios under a single roof.

On the management side, Paramount also moved fast once the court order landed. Ynon Kreiz, the current chief executive of Mattel, will join the combined company as co-CEO alongside Paramount CEO David Ellison. According to IndieWire, Ellison will lead strategy, creative, and technology as Chairman and CEO, while Kreiz will oversee day-to-day operations and integration. That's a meaningful split to watch: integration execution is where media megadeals typically either justify their price tags or destroy them.

The deal had already cleared regulators in 68 jurisdictions worldwide, including the U.S. Department of Justice under the Trump administration, per Variety's coverage of the approval process. The state AG challenge was, as Paramount itself described in its regulatory filings, the last remaining hurdle. With that cleared and October 6 locked in, the company now faces the harder part: making the numbers work on a debt-fueled transaction at a price that values Warner Bros. Discovery at a significant premium to where the stock was trading before the bidding war.

Sources cited:
- Variety (https://variety.com/2026/film/news/paramount-warner-bros-merger-judge-approves-settlement-ags-1236893467/)
- CNBC (https://www.cnbc.com/2026/09/21/paramount-reaches-settlement-over-warner-bros-merger.html)
- IndieWire (https://www.indiewire.com/news/breaking-news/paramount-last-hurdle-merger-warner-bros-discovery-1235218714/)
- Anchorage Daily News (AP) (https://www.adn.com/business-economy/2026/09/30/judge-approves-paramounts-settlement-with-states-over-warner-buyout-allowing-merger-to-soon-close/)
- Daily Maverick (https://dailymaverick.co.za/article/2026-10-01-paramount-gets-court-green-light-on-warner-bros-deal-names-mattels-kreiz-co-ceo)
- SEC Form SC TO-T/A (Warner Bros. Discovery) (https://www.sec.gov/Archives/edgar/data/1437107/000110465926021688/tm2533570d76_exa5ao.htm)
- SEC Form 10-Q (Warner Bros. Discovery) (https://www.sec.gov/Archives/edgar/data/0001437107/000143710726000075/wbd-20260630.htm)
- Law Commentary (https://lawcommentary.com/articles/paramount-warner-bros-merger-cleared-october-6-closing)