A federal judge in California on Wednesday approved a settlement between Paramount and 12 U.S. states, removing the final legal obstacle to the $111 billion merger with Warner Bros. Discovery. Judge Araceli Martínez-Olguín signed a consent decree that binds Paramount to concessions aimed at addressing antitrust concerns raised by state attorneys general.
The merger, which will create one of Hollywood’s largest media conglomerates, is now expected to close as early as October 6, according to regulatory filings. The combined entity will unite major franchises, including Harry Potter, Game of Thrones, Batman, and Mission: Impossible, under a single corporate umbrella alongside streaming services Paramount+ and HBO Max.
Key Terms of the Settlement
The consent decree, enforceable for five years, includes several binding commitments from Paramount:
- Annual release of at least 30 films in theaters.
- $1.5 billion investment in U.S. film production over five years.
- $47.5 million fund to support workers displaced by the merger.
- Creation of a five-member editorial oversight panel to monitor CNN and CBS News for independence.
- Preservation of historic studio facilities, including Paramount’s Melrose Avenue campus and Warner Bros.’ Burbank lot, for at least five years.
Leadership Changes Announced
Hours after the judge’s ruling, Paramount announced that Ynon Kreiz, former CEO of Mattel, will join the company as co-CEO alongside David Ellison on October 5. Ellison, who will remain chairman and CEO, will focus on strategy and creative direction, while Kreiz will oversee day-to-day operations and integration of the two businesses.
Antitrust Concerns and State Opposition
The merger faced opposition from 12 Democratic state attorneys general, led by California Attorney General Rob Bonta, who filed a lawsuit in July alleging the deal would reduce competition and potentially undermine journalistic independence at CNN. The states argued that the combined entity could dominate film distribution, cable networks, and streaming services, limiting consumer choices.
In a settlement announced last month, Paramount agreed to additional concessions, including:
- Increased transparency in film distribution agreements.
- Commitments to U.S.-based film production.
- Financial support for affected workers.
Regulatory and Global Approval
The merger had already received approval from 68 jurisdictions worldwide, including the U.S. Justice Department and the European Commission, before the state-led lawsuit posed the final hurdle. Judge Martínez-Olguín’s order described the settlement as a “fair, reasonable, and good faith approach” to addressing the alleged competitive harms.
Scope of the Combined Company
The newly formed entity, to be named Paramount-Warner Bros. Discovery, will encompass:
- Film studios: Warner Bros. Pictures, Paramount Pictures, and DC Films.
- Television networks: CBS, CNN, HBO, TBS, MTV, Comedy Central, Food Network, and HGTV.
- Streaming services: HBO Max and Paramount+.
- Franchises: Harry Potter, Friends, Yellowstone, Top Gun, and Nickelodeon properties.
The merger represents the largest in Hollywood history, surpassing previous deals such as Disney’s acquisition of 21st Century Fox. Industry analysts suggest the combined company could reshape content distribution and compete more aggressively with streaming giants like Netflix and Amazon.
Next Steps
Paramount has indicated it will finalize the merger next week, pending any last-minute challenges. The company has not yet announced a formal name for the combined entity, though leadership and operational structures are being put in place ahead of the close.