Paramount and Warner Bros. Discovery face possible court block on $110 billion merger
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Paramount and Warner Bros. Discovery face possible court block on $110 billion merger

Summary

A coalition of Democratic state attorneys general has asked a California judge for a temporary restraining order against the Paramount-Warner Bros. Discovery merger, which could delay the deal past its September deadline.

Executives at Paramount Global and Warner Bros. Discovery are preparing for a possible court-ordered pause to their $110 billion merger after 12 Democratic state attorneys general filed a request for a temporary restraining order (TRO) on antitrust grounds. The request, led by California Attorney General Rob Bonta, argues the combined company would control roughly one-third of the U.S. theatrical film distribution market and a similar share of basic cable programming, potentially raising prices for consumers and harming movie theaters.

If granted, the TRO could halt the transaction for two to three weeks, pushing the parties closer to an Oct. 1 deadline that would trigger a “ticking fee” of $0.25 per share each quarter the deal remains incomplete. Paramount has said it expects to close the merger by the end of September and is prepared to appeal any injunction, with lead counsel Jeffrey Kessler stating the company would take the case to the Supreme Court if necessary.

The merger, which would bring together assets such as HBO Max, Paramount+, HBO, CBS, CNN and thousands of film titles, has already received approval from the U.S. Department of Justice and other global regulators. However, it faces multiple lawsuits, including a consumer-focused suit by Paramount+ subscribers, a Writers Guild of America challenge alleging harm to writers, and a shareholder complaint accusing the Ellisons of an illegal deal with the White House.

Federal Communications Commission Chair Brendan Carr expressed doubt that the antitrust case is legitimate, while Warner Bros. declined to comment and Paramount Skydance has not responded to inquiries. A hearing on the TRO request is scheduled for Friday in a California federal court.

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