Judge Clears Paramount's $110 Billion Warner Bros. Discovery Deal to Close October 6

A federal judge has cleared the way for PSKY to complete its takeover of WBD. U.S. District Judge Araceli Martínez-Olguín of the Northern District of California entered a consent decree on September 30 resolving a lawsuit by 12 state attorneys general, led by California's Rob Bonta, removing the final legal hurdle to the largest takeover in Hollywood history. Paramount expects to close the deal on October 6.

The decree sets operating commitments rather than forcing asset sales. Under Paramount's 8-K filing, the combined company must release at least 30 films in each of the first two years and 32 in each of years three through five, including at least 20 wide releases a year, spend at least $300 million more annually on U.S. production than the two companies' combined 2025 levels, and keep both the Paramount and Warner Bros. studio lots open. It must also create a five-member News Editorial Independence Board covering CBS News and CNN. Missing the film targets would trigger a divestiture of Miramax Studios, and the AP reports a $30 million penalty per missed film and $47.5 million to train workers displaced by the merger.

The transaction values Warner Bros. Discovery at $81 billion in equity and about $110 billion in enterprise value, with shareholders receiving $31.00 per share in cash, according to WBD's merger announcement; some outlets cite a rounded $111 billion that includes assumed debt. Paramount has also named outgoing Mattel chief Ynon Kreiz co-CEO effective at closing, with David Ellison leading strategy, creative and technology and Kreiz running day-to-day operations and integration.

What to watch: the October 6 closing, the first integration and cost decisions under the Ellison and Kreiz structure, and compliance with the theatrical and spending commitments, which bind the combined studio for five years.