Judge Clears Paramount Warner Deal

San Francisco — U.S. District Judge Araceli Martínez-Olguín on 30 September granted a joint motion to enter a consent decree settling a twelve-state antitrust lawsuit against Paramount Skydance’s planned acquisition of Warner Bros. Discovery, and she dissolved the court’s earlier order that had stopped the companies from closing the deal.

A consent decree is a court-approved settlement that becomes a binding court judgment. The states had sued in July under Section 7 of the Clayton Act — the main U.S. antitrust statute that lets governments challenge mergers that may substantially lessen competition — seeking to block the combination. Paramount and the states announced a proposed settlement on 21 September; the judge’s Wednesday order turns that deal into enforceable court judgment and lifts the no-close barrier.

What the judge decided

Martínez-Olguín wrote that the proposed consent decree is a “fair, reasonable, and good faith approach” to the competitive harms alleged in the complaint, that it “represents a reasonable factual and legal resolution of the dispute,” and that it “does not violate the law or public policy.” She also found the settlement “procedurally sound,” citing contested litigation, several rounds of negotiations, and the participation of twelve state attorneys general.

The order dissolves the parties’ stipulation and the court’s Order Not to Close (docket entry 170), effective when the order entered. The companies said after the ruling that they expect the merger to close on 6 October. Shortly after the approval, Paramount announced that Ynon Kreiz, then Mattel’s chief executive, would join as co-CEO alongside David Ellison, Paramount Skydance’s chairman and chief executive.

What the settlement requires

The twelve plaintiff states are California, Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington. California Attorney General Rob Bonta led the coalition. The states’ complaint focused on three alleged U.S. markets: distribution of wide-release theatrical films, distribution of top-grossing theatrical films, and licensing of basic cable channels to distributors.

Wire and regulatory coverage of the decree’s terms, and Paramount’s securities filing summarizing the court order, describe five-year obligations that include: releasing at least 30 theatrical films in each of the first two years after closing and at least 32 in each of years three through five, with additional wide-release, independent-film and theatrical-window rules; spending at least $300 million more each year on U.S. production than the companies’ combined 2025 levels (about $1.5 billion more over the commitment period); negotiating distribution deals for current Paramount-owned and Warner-owned basic cable channels separately; keeping Pluto TV as a free, ad-supported service at or above decree levels; and forming a News Editorial Independence Board to set guiding editorial principles for CNN and CBS News. Backstops in the decree can require studio or cable-channel divestitures if the combined company fails to comply. Colorado and Washington declined to sign off on the editorial-board terms while joining the wider settlement, according to Associated Press coverage.

Deal-size figures in major outlets vary by framing: Associated Press put the buyout at about $81 billion and about $111 billion including debt; NBC News used about $110 billion; Variety used about $111 billion. Readers should treat those as different ways of describing the same transaction, not three separate prices.

Who objected — and what happens next

Outside critics, including members of a Block the Merger coalition and the League of United Latin American Citizens, asked the court to reject the settlement. Sen. Cory Booker of New Jersey had urged an independent public-interest review; Paramount and the states replied that the negotiated decree should stand. The judge acknowledged “meaningful grounds for disappointment” with how far the decree goes, including hopes for stronger news and diversity remedies, but held that those hopes “do not rise to the level of legal violations upon which the Court can reject the parties’ negotiated resolution.”

The Justice Department and dozens of foreign regulators had already cleared the transaction. The Writers Guild of America, which had filed its own suit, reached a separate settlement with Paramount the prior week, according to Associated Press. Closing on 6 October would combine two of Hollywood’s major studios, streaming services including HBO Max and Paramount+, and large cable and broadcast news brands under one corporate roof, subject to the decree’s five-year behavioral rules and divestiture backstops.