Paramount Skydance Antitrust Settlement Clears $110B Warner Deal

A judge's signature ends a short antitrust fight

The last legal barrier to Hollywood's largest consolidation in years fell on September 30, 2026. U.S. District Judge Araceli Martínez-Olguín approved Paramount Skydance's settlement with a coalition of 12 state attorneys general, which allowed the company to complete its takeover of Warner Bros. Discovery.139 In a four-page order, the judge found that the proposed consent decree was a fair, reasonable and good-faith way to address the competitive harms the states had alleged, and that it did not violate the law or public policy.12 Her approval removed the court order that had kept the two companies from combining.6 The deal closed on October 6. The combined company now operates as Skydance and trades on the New York Stock Exchange under the ticker SKYD.5

The settlement brings together a large set of media assets under one owner: CBS News and CNN, HBO Max and Paramount+, and the Warner Bros. and Paramount Pictures film studios.13 The franchises include "Harry Potter," "Game of Thrones," the DC Universe, "Yellowstone," "Mission: Impossible" and "Top Gun."14

How big is the deal?

The headline figure depends on which outlet you read. NBC News and UPI describe a $110 billion takeover.1311 The Washington Examiner, the Los Angeles Times and The Center Square use $111 billion.12717 Quartz gives a much lower number, saying the judge's order allows an "$81 billion deal" to close.2 The likeliest explanation is that the outlets are measuring different things, such as total enterprise value including debt versus a narrower purchase price. The coverage doesn't settle the question. Whichever number you use, Variety notes that this is the most expensive merger ever completed in the entertainment business.16

The financing explains why the price matters. Variety reports that Larry Ellison, the father of CEO David Ellison, is putting $46.7 billion of equity into the deal. Paramount also lined up about $24 billion in commitments from the sovereign wealth funds of Saudi Arabia, Qatar and the United Arab Emirates.18 On the debt side, Paramount priced $30.5 billion in first-lien secured notes, $11.4 billion in second-lien dollar notes and euro-denominated debt, plus term loans, with maturities running out to 2066.6 Variety estimates the combined company's net debt at more than $80 billion, with annual interest payments likely above $6 billion.18

The lawsuit that almost stopped it

At the federal level the deal faced little resistance. The Justice Department's Antitrust Division approved the transaction on June 12, 2026.1 Variety reports that the department attached no conditions, and that regulators in 68 jurisdictions cleared the merger with minimal pushback.18 The real fight came from the states.

On July 13, California and 11 other states sued in the Northern District of California. They argued that the combined company would control more than a quarter of both U.S. box office and cable television revenue, which would give it leverage over theater chains and TV distributors.1 The Writers Guild of America filed its own antitrust suit the next day.1 Martínez-Olguín then issued a temporary restraining order, finding that the deal was likely to violate antitrust law because of the merged company's share of the wide-release theatrical market.1 A trial was set for March 2027.12

The pressure on Paramount came largely from the calendar. The company had promised Warner Bros. Discovery shareholders a "ticking fee" of 25 cents per share per quarter if the deal did not close by September 30. NBC News puts that at more than $600 million every three months.13 The Washington Examiner estimates it at about $7 million a day.12 The judge ruled just hours before the fee would have started.13

Paramount also pushed back hard. In August, Ellison let it be known that he might move Paramount out of California if the attorneys general did not let the deal close.18 The company also demanded that the states and the WGA post a $1.88 billion bond to cover the ticking fee and other costs.1 California's own political leaders were divided. Governor Gavin Newsom's office reportedly urged Attorney General Rob Bonta to settle out of court, warning that blocking the deal could cost the state jobs.1

What Paramount gave up and what it didn't

The settlement, announced September 21, is a five-year consent decree.1 For the first two years, the combined company must release 30 films a year, including 20 wide releases. In years three through five, the requirement rises to 32 films a year, including 21 wide releases. It must also release at least four independent films each year.14 Other terms include:

• Spending at least $300 million a year more on U.S. production than the two companies spent in 2025, or $1.5 billion more over five years.2
• Keeping both the Paramount and Warner Bros. studio lots.2
• Negotiating cable carriage deals separately for each company's channels. If it fails to comply, it could be forced to sell networks such as BET, VH1 and Comedy Central.2
• Contributing $5 million a year to an independent film fund and $9.5 million a year to workforce training and arts programs.5
• Following a 45-day theatrical window.1

The settlement also creates a board to monitor the editorial independence of CNN and CBS News.18 Separately, the WGA's settlement bars layoffs of CBS News writers for five years and requires a $17.5 million payment to the union's health fund.1

The key point is what the decree leaves out. Paramount did not have to agree to the structural remedies, meaning required asset sales, that Bonta had initially sought.97 Asset sales appear only as penalties if the company breaks its promises.1 The Los Angeles Times reports, for example, that Paramount would have to sell Miramax if it fails to release at least 30 films a year in theaters.7 Variety reports that the concessions were lenient enough to surprise industry watchers and employees at both companies.18

How the two sides describe the outcome

The two sides describe the result very differently. Bonta has been careful to say the settlement is not an endorsement. He has called it "not a vote of support" for the merger while arguing that it resolves the states' concerns in every market named in the complaint.117 Paramount's chief legal officer, Makan Delrahim, put it more bluntly, saying the turning point was the realization "that there wasn't an antitrust case."9

The judge's own wording supports a reading that sits between those two positions. She described the decree as a compromise that may leave both sides and the public somewhat dissatisfied, but one that avoids the risk and cost of a trial.18 She also rejected objections from the Block the Merger coalition and the League of United Latin American Citizens, and a letter from Sen. Cory Booker calling for further review. She wrote that hopes for the decree to "achieve more" do not amount to legal violations that would justify rejecting it.121 Block the Merger argued that the 30-film floor is below what the two studios were already planning to release in 2027 on their own.1

Our reading: this was a negotiated win for Paramount, and Bonta was right not to describe it as more than that. The states turned unenforceable promises into binding obligations backed by court enforcement. That is worth something, since the original complaint specifically pointed out that Paramount's earlier commitments were not legally binding.1 But the merged company still has the market share the states originally challenged. The ticking fee, the threat to leave California and pressure from Democratic politicians all pushed toward a settlement before the case was tested at trial.

What comes next

The settlement shifts the fight from the courtroom to compliance. Within half an hour of the ruling, Ellison named Mattel CEO Ynon Kreiz co-CEO, putting him in charge of daily operations and integration.1813 Reports say HBO's Casey Bloys will run the combined streaming business and Paramount streaming chief Cindy Holland is leaving.13 Warner Bros. Discovery CEO David Zaslav is expected to depart with more than $550 million in stock and cash.14

The challenges ahead are large. Paramount+ and HBO Max together have more than 200 million subscribers.18 A Los Angeles County report estimated that the merger could eliminate about 4,500 film and TV jobs in the county over three years.18 Attention will also stay on CNN, given Larry Ellison's close ties to President Trump and David Ellison's overhaul of CBS News, where he installed Bari Weiss.1312

The consent decree also sets a precedent for future media deals: a coalition of states can delay a merger the federal government has already approved, and then trade that delay for behavioral commitments instead of a breakup. Whether the editorial board and the production minimums have real force will become clear over the next five years.