Judge Clears Paramount-Warner Bros. Discovery Merger Path

A federal judge has approved the antitrust settlement between Paramount and a coalition of 12 states, clearing the final legal obstacle to a $111 billion merger — the largest media transaction in history — that could become official as early as October 6.

Judge Araceli Martínez-Olguín signed the court order on Wednesday. "The proposed consent decree represents a reasonable factual and legal resolution of the dispute," she wrote, adding that it "reflects a procedurally sound resolution." She noted the parties "reached their agreement following highly contested, however brief, litigation" and "following what they report to have been several rounds of in-depth negotiations."

Paramount expects the deal to close on October 6, according to the company's regulatory filings.

The ruling ends months of delays. The merger faced a major antitrust lawsuit from a coalition of 12 states and a last-ditch amicus brief from a grassroots coalition seeking to block the deal entirely. The path to Wednesday's approval was also far from linear: Netflix, not Paramount, had initially won the rights to acquire Warner Bros. Discovery's film studio before Paramount stepped in with a bigger offer that WBD leadership could not ignore.

The combined company will bring two historic Hollywood studios under one roof. The portfolio spans Paramount Pictures and Warner Bros. Pictures; the streaming services HBO Max and Paramount+; the news networks CBS News and CNN; cable channels including HGTV, Food Network, TNT, TBS, Discovery, MTV, VH1, Comedy Central and Paramount Network; the broadcast network CBS and premium cable giant HBO; sports rights for the NFL, UFC, NCAA Basketball and MLB; two studio lots in Hollywood and Burbank; and franchise IP including Harry Potter, "Lord of the Rings" and DC Comics alongside "Top Gun," "Mission: Impossible," "Sonic the Hedgehog" and "Transformers."

Paramount enters the combination carrying $80 billion in debt, which it plans to reduce aggressively through cost-saving measures. Ellison has promised to remain in California, avoid layoffs and continue releasing 30 movies annually across the two film studios.

The settlement, reached on September 21 after a lawsuit led by California Attorney General Rob Bonta, binds Paramount to consent decrees lasting five years. The terms require Paramount to pay penalties if it fails to release 30 to 32 movies per year as promised, to divest its ownership of the film studio Miramax, and to invest $300 million annually in production in the United States.

Paramount has argued throughout that it needs this scale to compete with tech giants Amazon, Apple and Netflix, which have taken over the entertainment sphere, as well as YouTube, which remains the dominant destination for most viewers' hours. The company will lean on relationships with talent including Tom Cruise, James Cameron and Damien Chazelle.

When the deal closes, the merged studio will face immediate tests: managing its debt load while honoring the movie-output and investment commitments it has just sworn to in federal court.