Judge Clears Paramount–Warner Bros. Merger for Oct. 6 Close

Paramount will close its $111 billion takeover of Warner Bros. Discovery as soon as Tuesday, Oct. 6, after U.S. District Judge Araceli Martínez-Olguín on Wednesday approved the company's settlement with the 12 Democratic state attorneys general who had sued to block the deal.

The ruling removes the final obstacle to the largest acquisition in Hollywood history. The merger had already cleared regulators in 68 jurisdictions worldwide, including the U.S. Justice Department.

"[T]he Court finds the proposed consent decree represents a reasonable factual and legal resolution of the dispute," Martínez-Olguín wrote in her order, adding that the agreement "reflects a procedurally sound resolution."

Paramount chief David Ellison pursued the debt-fueled deal through a fierce year-long battle. The combined company will unite two of Hollywood's biggest movie studios, the HBO Max and Paramount+ streaming services, and television businesses including CBS, CNN, MTV, TBS, Comedy Central and Food Network. Its franchise portfolio will span Harry Potter, "Game of Thrones," the DC Universe, "Yellowstone," "Mission: Impossible," "Top Gun" and the Nickelodeon kids' empire.

Leadership of the still-unnamed company is already taking shape. Ellison has recruited Ynon Kreiz, who is stepping down as Mattel's CEO, for a senior management role. Casey Bloys, head of WBD's HBO, is poised to oversee the combined streaming business after Cindy Holland announced Tuesday she was stepping down from running Paramount+ and other direct-to-consumer operations.

Warner Bros. Discovery CEO David Zaslav is expected to depart when the deal closes. He stands to earn more than $550 million in stock and cash, including $34.2 million in cash severance. Chief revenue and strategy officer Bruce Campbell and CFO Gunnar Wiedenfels are also anticipated to exit.

The consent decree contains no structural remedies — no divestitures — despite California Attorney General Rob Bonta, who led the state coalition, having previously insisted on them. Instead, the settlement obligates the merged company to concrete commitments: Paramount-WBD cannot sell the Paramount Studios or Warner Bros. lots in California for at least five years, must invest at least an additional $300 million annually in U.S. film production, and 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 editorial and journalism principles" for CNN and CBS News.

Questioned last week about how the settlement addresses competition concerns in wide-release movies, tentpole movies and basic cable, Paula Blizzard, senior assistant attorney general for the antitrust section of the California Attorney General's Office, said the states feared permanently blocking the deal would simply push Warner Bros. Discovery toward another merger partner. "Sometimes 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," Blizzard told the judge.

Martínez-Olguín's order acknowledged that the decree includes "important backstops requiring divestment of studios and/or cable channels" if the combined entity fails to comply, calling the settlement "a fair, reasonable, and good faith approach to address the competitive harms alleged in the Complaint."

Opposition persisted to the end. The #BlockTheMerger coalition filed an amicus brief urging rejection, and the League of United Latin American Citizens argued the combined company would potentially invest less in productions about Black and Latino communities than two independent studios would. Sen. Cory Booker (D-N.J.) had urged an independent public-interest review; Paramount and the AGs countered in filings Monday that the deal was vigorously negotiated, has "teeth" and needed no further scrutiny.

The judge conceded there are "meaningful grounds for disappointment," citing Connecticut Attorney General William Tong's statement that his state had pushed for full divestiture of CNN and CBS News and was "deeply disappointed" the settlement did not go further. "But these hopes and desires for the proposed consent decree to reach farther — to achieve more — do not rise to the level of legal violations upon which the Court can reject the parties' negotiated resolution," she wrote.

Barring further legal challenges, the merger closes Tuesday, and the first test of the decree's theatrical-release pledges will begin almost immediately.