Paramount has agreed to push the closing of its pending $110 billion merger with Warner Bros. Discovery as far back as June 1, 2027 as its litigation with a group of 12 state attorneys general and the Writers Guild of America moves to a trial.
In a Friday court filing, lawyers for the David Ellison-led media giant said the deal shall “not close, be consummated, or otherwise be completed” and that they will “not take any steps, directly or indirectly, to integrate or consolidate their operations pursuant to the Transaction” until five days after the outcome of a trial or June 1, 2027, whichever is earliest.
The filing states that the briefing deadlines and Aug. 3 preliminary injunction hearing have been cancelled and that the motions for a preliminary injunction have been withdrawn. The state AGs and WGA will be permitted to file motions for preliminary injunctions, if necessary, at a later date. The parties will submit a joint statement in each of their respective cases regarding the scheduling of the trial in each matter by July 31.
A Paramount spokesperson said the agreement is a “significant win” because the result is “exactly what we have sought from the outset: a direct path to a trial based on the evidence.”
“This is the fastest and clearest way to prove that this transaction is good for competition, good for consumers, and good for creators, a conclusion dozens of competition authorities around the world have already reached,” the spokesperson added. “Plaintiffs’ market definitions bear no relationship to the realities of today’s marketplace and cannot withstand scrutiny. We look forward to proving our case at trial.”
California Attorney General Rob Bonta called the agreement “great news for audiences, movie theaters and the many people who write, build and create the art, news and entertainment so many of us enjoy.”
“Our argument against this illegal merger is straightforward: When too few corporations have too much power in markets central to American life, it makes things more expensive, and it makes things worse,” Bonta added. “We are eager to continue to make our case in court and celebrate another tremendous win in our effort to ensure this unlawful merger never sees the light of day.”
“The Ellisons believed their relationship with President Trump would help them push through a disastrous deal that threatened democracy, creative freedom and independent journalism,” Norm Eisen, co-founder and executive chair of the Democracy Defenders Fund, said in a statement. “We in the #BlocktheMerger campaign helped prove them wrong.
“Paramount’s decision keeps two major studios competing instead of handing one company even more power over what Americans watch, what they pay, and where entertainment workers can earn a living.”
The Block the Merger Coalition also a released a statement saying, “Today marks an important victory in the fight to stop this dangerous merger. A deal once treated as inevitable is now frozen, because thousands of people spoke out and state attorneys general acted.”
“Our grassroots movement brought together individuals and organizations across film, television, journalism, consumer advocacy, and the pro-democracy community who raised their voices because they understood what was at stake,” the statement continued. “They trusted that collective action could make a difference. And it did.”
“Paramount and Warner Bros. Discovery today agreed to what the state Attorneys General and the WGA both sought from the court: the merger will be put on hold pending the outcome of the states’ and the WGA’s cases or until June 1, 2027, whichever comes first,” the WGA said in a statement. “It remains our view that this merger is unlawful, and we will continue the fight to block it.”
The latest delay comes after the state AGs secured a temporary, restraining order against the merger earlier this week that was extended for up to 28 days, pushing the deadline back to Aug. 17.
It also follows Paramount’s request for a 3-day evidentiary hearing in late August, but the AGs called for more time for discovery and to prepare for a full trial.
The possibility of a trial in 2027 comes as Paramount is on the hook for a 25 cent per share ticking fee for every quarter the deal isn’t closed after Sept. 30. That would translate to $650 million per quarter or around $7 million per day.
The outside date for the merger is March 4, 2027, but is subject to one automatic extension that would push that date back to June 4, 2027.
