Paramount Antitrust Talks: Barger Plea Preceded $111B Settlement

A county supervisor's plea and how the fight ended

In late August, Paramount Skydance's $111 billion bid for Warner Bros. Discovery looked headed for a jury trial. Los Angeles County Supervisor Kathryn Barger then stepped in. She called the collapse of settlement talks between California Attorney General Rob Bonta and Paramount "disappointing" and asked both sides to negotiate again and seek a quick resolution.11 Her argument was about jobs, not antitrust law. She said the county's film and television industry was already struggling, that months of extra uncertainty would hurt local productions and workers, and that the region had lost too many entertainment jobs and productions in recent years.11

In the narrow sense, she got what she asked for. Less than four weeks later, Bonta and Paramount CEO David Ellison announced a settlement that ended the antitrust challenge brought by 12 states.12 A federal judge approved it on September 30.22 According to the Associated Press, the deal closed on October 6, and the combined company now operates under the name Skydance.27

Barger was not the only official urging a settlement, and her statement was not the reason the deal happened. Its importance is what it showed about the politics. By late summer, Los Angeles leaders mostly treated the case as a threat to the local economy, not as an enforcement action they needed to defend. That shift is the best explanation for why a lawsuit that seemed to be going well for the states ended with mostly behavioral concessions.

How the talks collapsed

Barger was reacting to a public breakdown. Bonta canceled a meeting with Paramount scheduled for Monday, August 24. He said the company had leaked the substance of a confidential session held the previous Friday, misrepresented what was discussed, and shown a "lack of good faith."19 Paramount said it had assured the attorney general's office that it was not the source of the leaks, and that it was still ready to negotiate.19 The following day, Bonta told an audience in Los Angeles that he would hold a serious settlement discussion but had better things to do than "play games."12

The two sides were divided on substance as well as tone. Bonta had said repeatedly that any settlement would need "robust structural remedies," meaning asset sales, not promises about future conduct.19 As late as September 18, Paramount had reportedly offered only behavioral commitments, including a pledge to release at least 30 films a year with 45-day theatrical windows.13 In August, Bonta was still describing his position as strong, saying that in every development in the case so far, the states had won and Paramount had lost.18

That confidence had some basis. On July 20, U.S. District Judge Araceli Martínez-Olguín issued a temporary restraining order against the merger and set a trial for March.14 Paramount agreed not to close while the case was pending.2

The hostile bid behind the deal

Paramount's urgency over the summer makes more sense in light of how it won Warner Bros. in the first place. In early December 2025, Warner's board chose Netflix's $82.7 billion offer for the studio and streaming business. Paramount then went directly to shareholders with a hostile all-cash tender offer of $30 a share for the whole company, valued at about $108.4 billion.3238 Warner's board rejected that bid more than once and warned about Paramount's financing and debt.37 Larry Ellison then gave a personal guarantee of $40.4 billion in equity.35

In February 2026, Paramount raised its offer to $31 a share and agreed to cover Netflix's breakup fee. Netflix declined to match, saying the deal was no longer financially attractive at that price.36 The winning terms included a $7 billion regulatory termination fee and a ticking fee of 25 cents per share per quarter if the deal had not closed after September 30.36 That fee works out to roughly $7 million a day.13

Those terms framed the whole settlement fight. The ticking fee meant Paramount badly wanted to close by October 1, and coverage across outlets consistently names that date as the driver of its timeline.2514

The pressure campaign

After the talks broke down, Paramount went on the offensive. Ellison threatened to move the studio out of California, and Politico reported that company representatives had looked for about 400,000 square feet of space in Nashville.15 The Los Angeles Times reported that Texas and Tennessee were also discussed.5 Bonta called the threat "blackmail."18

The threat had an effect. Governor Gavin Newsom, Los Angeles Mayor Karen Bass, and Democratic gubernatorial nominee Xavier Becerra all pushed Bonta to settle instead of going to trial.5 The Directors Guild, IATSE, and the major theater chains also dropped their opposition.520 That last change mattered because the states' case relied heavily on harm to theatrical distribution, and their lawyers had expected to call theater executives as witnesses.5

The New York Times described how fast Bonta's position changed. On a Thursday in mid-September, he publicly called the case a "black-and-white" antitrust matter. A day later, he was calling the other 11 states to say it was time to settle, because he feared Paramount would actually leave.8 In an NPR interview afterward, Bonta said the relocation threat played no role in the timing.7 Taken together, the reporting makes that claim hard to accept.

Barger's statement belongs to this wider campaign. It did not take Paramount's side directly. But it presented the cost of continuing to litigate in the same jobs language Paramount was using. Deadline reported that the county Board of Supervisors received dueling analyses: some predicted large job losses if the merger went through, while Paramount-commissioned studies predicted even bigger losses if the Melrose lot left town.17

What the settlement requires

The settlement Bonta announced on September 21 runs for five years. The combined company must release 30 films a year, including 20 wide releases, in the first two years, and 32 films a year, including 21 wide releases, in years three through five. It must also release at least four independent films each year.1 It must spend at least $1.5 billion more on U.S. film production than its 2025 levels, put $47.5 million into a fund for workers displaced by the merger, and negotiate carriage deals for Paramount's and Warner's basic cable channels separately.1 An independent monitor will oversee compliance, and a News Editorial Independence Board will cover CNN and CBS.1

The divestiture provisions apply only if Paramount fails to comply. Missing a film target triggers a Miramax divestiture and a $30 million payment for each missing film.1 Breaking the cable-negotiation commitment could force the sale of BET, VH1, Comedy Central, and other channels.5 Reports differ on the details. Reason describes the Miramax remedy as the sale of a 49 percent stake.10 The AP noted that only half of the required films must be produced or co-produced by the combined company.23

The Writers Guild settled separately. Paramount agreed to pay $17.5 million into the guild's health fund and promised not to lay off CBS News writers for five years.5

Where the coverage diverges

Outlets disagree most on whether this outcome was a win, a surrender, or something else. Bonta called it "not a vote of support for this merger" but argued that it resolves the states' concerns in every market they had named.1 Critics on the antitrust left, writing in The American Prospect, said he gave up a case he was winning in exchange for unenforceable promises.14 Former FTC commissioner Alvaro Bedoya called the deal weak and difficult to enforce.5 Writers on the libertarian right, at Reason, called it a coercive shakedown that used antitrust law to gain leverage over CNN and CBS.10 Critics on both sides agree that the editorial board's real power is doubtful. The board's five journalists are appointed by, and report to, the company's own board.23

The 12-state coalition did not hold together cleanly. Deadline reported that four states, New York, Connecticut, Minnesota, and Nevada, held out until late Sunday before agreeing.2 A later account listed Massachusetts in place of Nevada.30 Connecticut Attorney General William Tong said he had pushed for full divestiture of CNN and CBS News.7 Colorado and Washington refused to approve the editorial-board terms.23

Judge Martínez-Olguín said the court was not a "rubber stamp." Even so, she concluded that critics' wish for broader remedies did not amount to legal grounds for rejecting the agreement.23 She acknowledged that the compromise might leave some dissatisfaction on all sides.29

The bottom line

The states had a restraining order, a trial date, and a judge who had already accepted parts of their argument. They also faced a company that was willing to threaten leaving California and a group of state and local leaders who decided that threat was the greater risk. Barger's call for "certainty" described that calculation accurately. On October 6, after Ellison confirmed the combined company would stay in Los Angeles, the region got that certainty.527 The cost was a merger of two of Hollywood's last five legacy studios with no divestitures at closing.23 Whether the five-year behavioral commitments hold up will show whether the trade was worth it.