The Paramount-Warner Bros. Discovery merger’s legal battle with a group of 12 state attorneys general and the Writers Guild of America is headed to court, with an antitrust trial set for March 2027 — and a corresponding ticking fee of $1.06 billion.
In a Tuesday court filing, Judge Araceli Martínez-Olguín set a 12-day trial that would begin on March 2 and end on March 15. The trial will be dark on March 8 and 15 to accommodate the court’s calendar. Trial days will run from 8:30 a.m. to 1:30 p.m. PT, with two 15-minute breaks.
The decision to hold a trial in 2027 will trigger the $110 billion deal’s 25 cent per share “ticking fee,” which takes effect starting Oct. 1 and translates to payout of roughly $650 million per quarter, or $7 million per day, until closing. By the time the trial starts, David Ellison will be on the hook for at least $1 billion in ticking fees.
The parties will submit a joint case management statement, which will include a “practicable schedule for the prosecution of the case,” by no later than noon PT on Aug. 13, with a hearing set for Aug. 19 at 10 a.m. PT. The court also encouraged the parties to identify at least two alternative selections for a magistrate judge to preside over a settlement conference for the matters.
A final pre-trial conference will be held Feb. 24, 2027, at 10 a.m. and the parties’ respective proposed findings of fact and conclusions of law, complete with
citations to legal authority and the factual record, shall be submitted by no later than noon PT on April 5.
The ruling comes after the Ellison-led media giant had requested a 12-day trial starting Nov. 4, while state AGs and the WGA requested a trial of at least 12 to 15 days starting April 5, 2027.
“We appreciate the court’s attention to this case and look forward continuing to argue our case and blocking this unlawful merger,” a spokesperson for the California Attorney General’s office told TheWrap in a statement.
A Paramount spokesperson did not immediately return TheWrap’s request for comment.
The update comes after the parties agreed to cancel a Monday preliminary injunction hearing in favor of a trial. Paramount also said it would push the closing of the merger back until five days after the outcome of a trial, or June 1, 2027, whichever comes earliest.
Prior to the decision to move to a trial, the state AGs secured a temporary restraining order, which was extended to block the merger for up to 28 days, pushing the closing back to as early as mid-August.
Per the terms of the merger, the outside date is March 4, 2027, though it includes an automatic one-time extension that would push back the deal’s deadline to June 4, 2027, if all closing conditions except for regulatory approvals and governmental orders have been satisfied or waived. In the event that the deal does not close at all due to regulatory matters, Paramount will pay WBD a $7 billion termination fee.
The litigation and trial comes as the deal has been cleared by the U.S. Department of Justice and Warner Bros. shareholders. It was also cleared by the European Commission, who implemented conditions including an exit from United International Pictures.
Other countries where the deal has received clearance or where relevant waiting periods have expired include Australia, Austria, Brazil, Canada, China, Kuwait, Saudi Arabia, Serbia, South Africa, Ukraine, Montenegro, New Zealand and North Macedonia. Foreign direct investment authorities in Spain, Germany, Slovenia, Belgium, Czechia, Italy, France and Romania have also signed off.
The U.K. Competition and Markets Authority will decide on whether it will clear the merger, seek remedies or launch a Phase 2 investigation by Friday.
U.K. Secretary of Culture, Media and Sport Lisa Nandy previously said she is “minded to intervene” and asked the companies to address concerns about whether the deal would result in a “sufficient plurality” of views in news media and address the need for “sufficient plurality of persons with control of the media enterprises, or the enterprises providing on-demand programme services or both, serving that audience.”
The U.S. Federal Communications Commission is also reviewing the foreign investment in the deal, though a specific timeline for completion has not been publicly announced.
In addition to the state AGs and WGA, a Paramount shareholder and a group of consumers filed separate lawsuits to block the merger, though the latter was denied a preliminary injunction after a judge ruled that they failed to show irreparable harm or that their case would have a likelihood of success.
