Judge Clears Paramount-WBD Merger to Close

A federal judge has approved the settlement between Paramount and a group of state attorneys general who had sued to block the company's merger with Warner Bros. Discovery, removing the last hurdle for the deal to close. The judge found the proposed consent decree to be a reasonable factual and legal resolution of the dispute.

Paramount CEO David Ellison said last week that formally combining the two companies would take about two weeks. The company began marketing a $44 billion bond offering this week to help fund the $110 billion acquisition, which will cash out WBD stockholders at $31 a share.

The settlement carries legally enforceable commitments from Paramount over five years after the close. They include a set number of theatrical releases, an editorial oversight board for CNN and CBS, and separate negotiations with distributors for Paramount and WBD cable networks.

The path to the deal was long. In February, Paramount announced the acquisition after a string of hostile offers that WBD rejected. In July, the state attorneys general sued to block the merger, and the judge allowed the case to proceed. Paramount agreed not to close while the suit was pending, and a trial date had been set for March before the sides settled on September 21.

The approval lands amid broader executive churn. Cindy Holland, chair of Paramount's Direct-to-Consumer business, is departing, with her last day on Tuesday. Mattel chairman-CEO Ynon Kreiz stepped down abruptly this morning. Deadline reported the judge's approval.