Judge Approves Paramount-Warner Merger Settlement, Clearing Path for $81-110B Deal

U.S. District Judge Araceli Martínez-Olguín ruled Wednesday that the proposed consent decree is a fair, reasonable, and good-faith resolution to the antitrust lawsuit filed by 12 states led by California. The ruling removes the last major U.S. legal hurdle for the combination of Paramount and Warner Bros. Discovery.

The companies now expect to close the transaction on Oct. 6. The deal value is cited as $81 billion in the court ruling context, though earlier filings referenced a $110 billion valuation including debt.

“The proposed consent decree was a 'fair, reasonable, and good faith approach to address the competitive harms' alleged by the states' lawsuit.”

Under the five-year settlement, the combined company must release at least 30 films annually in U.S. theaters for the first two years and 32 per year for the following three years. Paramount also committed to a minimum $300 million annual increase in U.S. film production investment, totaling at least $1.5 billion over five years.

The agreement mandates separate negotiations for basic cable channel distribution and requires the preservation of a free streaming service similar to Pluto TV. An editorial independence board will be created to oversee journalistic standards at CBS News and CNN.

California Attorney General Rob Bonta defended the settlement at TheWrap's TheGrill conference, stating the 12 states unanimously agreed to settle after Paramount negotiated in good faith. He denied political pressure from Gov. Gavin Newsom or Paramount CEO David Ellison influenced the decision.

Simultaneously, Paramount announced Mattel CEO Ynon Kreiz will join as co-CEO alongside David Ellison upon closing. Ellison will remain chairman and CEO focusing on strategy, while Kreiz will manage daily operations and integration.