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Paramount logo displayed on a laptop screen and Warner Bros logo displayed on a phone screen are seen in this illustration photo taken in Krakow, Poland on February 28, 2026. (Photo by Jakub Porzycki/NurPhoto via Getty Images)

NurPhoto via Getty Images

On Friday, Paramount announced it had agreed to halt its merger with Warner Bros. Discovery until June 7th at the latest while a judge considers a lawsuit from state attorneys general who sued to block the deal.

So why did Paramount make this decision? It seems to have been driven by an upcoming August 3rd hearing on the states’ request for a preliminary injunction in front of Judge Araceli Martínez-Olguín. Paramount seemed to believe it would have lost that ruling, which would like have pushed the eventual trial into next year. Especially given the judge’s public comments when she issued the initial 14-day TRO earlier this month.

In her ruling, she found the merger would give the combined companies a 27% share of the worldwide theatrical movie market. “On this combined firm market share alone, the Court is persuaded that it can presume the proposed merger is likely to violate antitrust laws,” she wrote.

As part of the merger delay agreement, Paramount also was also able to get the Writers Guild Of America (WGA) to drop its request for a preliminary injunction, which makes Paramount’s path forward in the courts a bit cleaner.

The next move in this process is the scheduling for a trial. Schedule proposals are due next Friday. Paramount is expected to ask for a November trial, while the state attorney generals are proposing a 2027 start date.

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Why Did Paramount Make This Decision?The question of why Paramount is taking this path has several different answers, depending on who you speak to. Proceeding with the trial and not simply dropping the merger plans suggests Paramount still believes it can win in court. On the other hand, if the merger falls apart, Paramount has agreed to pay a $7 billion termination fee, which is brutal hit for a company that has a current market cap of just over $9 billion.

But sticking with the merger plans brings its own costs for Paramount. In the final merger papers with Warner Bros. Discovery, it agreed to pay a so-called “ticking” fee of $7.7 million a day beginning October 1st until the merger closes. So Paramount is apparently betting that taking a chance on the merger being approved and paying the ticking fee is a better choice than giving up now and paying the massive termination fee.

Paramount executives are certainly talking a big game in public.

Politically conservative NY Post columnist Charles Gasparino has been a Ellison whisperer through this entire process, frequently reporting unnamed comments from sources in the Ellison camp that are designed to be aggressively optimistic in a way that might change the public narrative about the deal.

He certainly delivered in a piece posted yesterday, in which he argued David Ellison is prepared to fight and will never give up the battle:

“There’s no f–king way we give up,” said one person in the Paramount orbit. “The Ellisons don’t quit.”

According to Gasparino, Larry and David Ellison are playing the long game, and are planning on taking the battle all the way to the Supreme Court, where they anticipate they’ll receive a friendly decision.

What Is The Supreme Court Likely To Do In This Case?This far out, anything that anyone says (including me) is just speculation. Still, despite its Trump-friendly reputation and the well-known pro-merger stance of several of the Justices, a positive ruling for Paramount isn’t guaranteed (or even likely).

This is one of those hot-button political issues the Court might decide they don’t want to wade into and they can opt to just decide not to take on the case - even on a emergency basis.

But there is also another political component to this as well. Elections are taking place this November, well before any possible Supreme Court involvement. And with Democrats likely to regain control of the House - and perhaps even the Senate - justices might decide to stay out of the case. Especially if the lower courts have already ruled against Paramount.

There has been a growing wave of criticism of the Supreme Court by Democrats, who have been arguing for term limits for Justices, along with an expanded number of justices. That talk would be more likely to become action if the Court weighs in on this case and rules for Paramount. And while that calculation in theory shouldn’t have an impact on the decision by the Supreme Court to take the case, in reality, the prospect of court reform will hang over all of it.

Do The States Have A Chance To Win The Lawsuit?
The short answer is yes. Nothing is guaranteed, but outside observers believe the anti-trust argument by the states has merit, especially when it comes the combination of the two company’s theatrical business and the consolidation of their linear channels.

And while it’s no guarantee of success, Judge Araceli Martínez-Olguín, who will hear the case, has already indicated that there is some reason to believe the states have a solid case.

The ultimate fate of this case might hinge on the discovery phase of the trial.

In an interview Friday evening with CNN’s Jake Tapper, California Attorney General Rob Bonta talked about what he hopes will happen during the trial’s discovery phase:

“We want to talk to employees. We want to talk to others in the entertainment industry...We want to depose their expert who seems to have a certain theory of the case.”

What Is The Chance Of A Settlement Between Paramount & The State AGs?I suspect this is the scenario that Paramount is hoping will happen. That the state AGs will propose to Paramount that it spin-off some assets in exchange for dropping the lawsuit.

Which is a nice theory, although there is no indication the states have any interest in doing that at this point.

Paul Nary, an M&A and strategy professor at Wharton, wrote on X last night:

The states will likely be in no mood to settle, at least not early on, and at least not without major concessions.

And that seems to be the general consensus from people following the case closely.

But even more importantly, it’s not clear what Paramount could give up that would make the state’s happy enough to settle the lawsuit. Ownership of CNN is a small component, but the states have already turned down that proposal.

The financials of this deal are built on Paramount acquiring WBD’s theatrical business as well as its linear networks. So what else is left that would really matter enough to move the dial?

Maybe you force Paramount to sell the famed Warner Bros studio lot. But doing that makes the Warner Bros. theatrical business a lot more complicated. Paramount could be forced to sell off the WB television production business, but that isn’t worth nearly as much without the studio and the connected library of titles and IP.

At this point, I’m not even sure what a deal would look like.

What Does All Of This Mean For Warner Bros. Discovery?
Well, WBD executives have been selling stock regularly over the past several months, so it’s clear that CEO David Zaslav and other C-Suite people have been hedging their bets.

But no matter what happens, it’s not a great development for Warner Bros. Discovery. This prolonged court battles freezes the company in place until there is a resolution and this is taking place at a time when the rest of the industry is evolving almost daily.

The worst case scenario is that the merger falls apart, leaving a severely-weakened company without a lot of options.

The hot take from entertainment industry analysts is that Netflix is likely to make a another bid for Warner Bros. Studios and streaming. But given the hatred of Netflix in the movie business and the aggressiveness of this lawsuit, what is the liklehood the streamer would take this on, even of they could acquire the business at a now-discounted rate?

Which is bad news for Warner Bros. Aside from Netflix, there aren’t any other likely suitors for even parts of the business. Amazon has MGM, Apple seems to have zero interest in any large media M&A and every other major player in the industry is already consolidating and shedding assets.

It’s certainly possible that some combination of hedge funds and asset management companies could come together to acquire WBD. But that almost ensure the company would eventually be stripped for parts.

While all of this is the best estimate of what may happen at this point in time, it’s a quickly changing and very dynamic story. For the latest updates, follow me here on Forbes and check out my daily TooMuchTV newsletter.

After Friday’s delay in the Paramount-WBD antitrust lawsuit, shares of both media companies slid in after-hours trading, foes of the merger exulted and observers tried to process the latest twist in the merger saga.

California Attorney General Rob Bonta hailed the agreement, under which Paramount pledged not close the $110 billion deal before June 1, 2027, or a legal determination of the suit’s merits, whichever comes first. The pact is “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,” he said in a statement. “We’re 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.”

During a press briefing on Zoom, activists who joined the fight led by the 12 state attorneys general and the Writers Guild of America adopted a pragmatic tone.

“The power of many can beat the power of money when we organize – and this is not a done deal,” said Anjuli Kronheim Katz, executive director of the Committee for the First Amendment. “We’re not also being overly presumptive that we’re going to block this merger. It’s not a full victory, but it is an important indication of the power that we’ve built and what’s possible when we organize people. There’s a lot more to do. This is going to be hard, but it is not hopeless.”

Peter Murrieta, secretary-treasurer of the WGA West, joined the briefing from Comic-Con in San Diego to decry the deal’s potential to “push down our compensation for writers” or cut the output of films and series. (Paramount has described the merger as “pro-Hollywood” and disputes the assertion that it will have a negative impact on workers.)

Financial Sector Reacts Paramount stock touched a 52-week low on the news before closing at $8.21 and drifting down another three cents in after-hours trading. WBD shares fell almost 1% during the trading day before sagging a bit more after the session.

The financial sector was stunned by the development, which was announced with about an hour left in the trading day. Paul Nary, a management professor and M&A specialist at U. Penn’s Wharton School, posted on X that the situation will be a “more expensive adventure” given the delay. He noted the $7.2-million-per-day “ticking fee” Paramount has promised to pay WBD shareholders if the deal doesn’t close by September 30. A breakup fee of $7 billion will be owed to WBD if the deal is abandoned.

Paramount “clearly saw the writing on the wall” after the judge initially granted and then extended a temporary restraining order pausing the deal, Abiel Garcia, partner at Kesselman Brantly Stockinger, told Deadline. Standards for a TRO and a preliminary injunction – the stage that would have followed the TRO – are similar, he said, noting that the judge’s TRO order contained a few key footnotes working against Paramount. They included cautions that the David Ellison-led company could not address streaming efficiency as an argument in the case; and that monies due (the ticking fee) was not a reason to accelerate the proceedings.

Had the AGs been able to win a PI, “that’s a bad look” that would have further emboldened the states, said Garcia, who began his career at the California Department of Justice as a deputy attorney general. “I think they had to do this to try to keep themselves afloat and not lose control of the schedule.”

The AGs have said they wanted a trial date in the winter. People familiar with the case have told Paramount will likely propose a date in November.

Most experts anticipate that Paramount will appeal to the Ninth Circuit if it loses at trial, and would ultimately look to take the case to the Supreme Court. It’s not clear that the AGs would appeal.

The June 1 date in Friday’s agreement appears to reflect the fact that the WBD merger agreement technically expires on June 7 if the deal hasn’t closed. The parties would need a few days to figure that out.

Regardless of the exact timetable, the milestone effort to reshape Hollywood, a story that seemed to be reaching its end just two weeks ago will now have several more drama-filled chapters.

Girding For Battle By skipping the preliminary injunction process, Paramount is aiming to re-orient their case as it proceeds to trial. “Paramount is saying that they have all this evidence that markets don’t work the way the AGs are saying … They’re going to try and move away from traditional markets, how things have been defined before. It’s not an easy thing to do, but it’s doable. Markets evolve and change,” Garcia said.

WGA leaders noted at Friday’s presser that they’ll use the time to continue to generate support, solicit testimony and further build the case.

The ticking fee and momentum from the lawsuit‘s early traction suggest “the states will likely be in no mood to settle, at least not early on, and at least not without major concessions,” U. Penn’s Nary observed.

While the frustrations of Ellison; his father, Larry Ellison, the Oracle billionaire and deal backer; and others in the Paramount camp have taken center stage in recent days, WBD also faces a difficult path. Already preparing for its fourth corporate ownership change in the past decade, employees at the company will experience confusion and inertia in the coming months. And don’t forget, for a while they believed they were being taken over by Netflix after the streaming giant sealed a deal last December, outdueling Comcast and Paramount in the initial bidding rounds.

The company is “stuck in limbo for now,” Nary wrote. It “can’t make major changes to position themselves for survival if they believe the deal will fail, and can’t start the integration process/restructuring with $PSKY. From my perspective, I think this means WBD business may suffer either way, making it even more difficult for them to go back to being a reasonably well-positioned standalone firm if the deal doesn’t close, and also making Paramount’s already tough job of integrating, cost-cutting, and making this deal work if and when they do close even more of an uphill battle.”

Now, a deal that was hurtling through the regulatory process at a remarkable pace, going from proposal to the verge of completion in about five months, has now entered into a period of stasis. Executives from both companies are set to report their quarterly earnings over the next couple of weeks, and will certainly encounter questions about having to revise their optimistic projections about wrapping up the deal over the summer.

“The deal may still close or it may not,” Forrester Research VP Mike Proulx told the Wall Street Journal. “What we know is that the path to either outcome just got longer, messier, and likely more expensive.”

ToplineParamount Skydance said in a Friday court filing it agreed to push back its merger with Warner Bros. Discovery, which has been challenged by 12 states, to 2027, making the concession despite the fact it could incur millions of dollars in fees for not finalizing the deal by the end of September.

The merger is valued at roughly $110 billion.

Photo by Jakub Porzycki/NurPhoto via Getty Images

Key FactsParamount voluntarily agreed to delay the merger until June 2027 or until five days after the judge makes a decision on the case, whichever comes first.

Judge Araceli Martinez-Olguin issued a temporary restraining order against the merger on Monday, giving her two weeks to determine if she would issue a more stark order that pauses the deal indefinitely while the lawsuit against the merger plays out in court.

The delayed merger could cost Paramount big time, as under the terms of the deal it will have to pay a $0.25 per day “ticking fee” per share to Warner Bros. shareholders every day if the deal is not closed by Sept. 30—that fee amounts to $650 million per quarter or $7 million per day.

Paramount said its decision to delay the merger allows it to face litigation quickly in court, and said it looked forward to “proving our case at trial.”

New Jersey Attorney General Jennifer Davenport said the delayed merger is “an enormous win,” reiterating the lawsuit’s concerns it would “exploit” consumers, increase cable bills and drive up the cost of movie tickets.

Forbes has reached out to Paramount for comment.

Big NumberOver $1.9 billion. If the deal is dragged on until June 2027, that is how much Paramount will have to fork over in ticking fees to Warner Bros.

Crucial Quote“Today’s 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,” a Paramount spokesperson told multiple outlets. “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.”

ContraMike Proulx, research director at market research firm Forrester, told Forbes in an email, “I’m not sure how Paramount can frame this as a win when the deal just became more uncertain than it was 24 hours ago.” Proulx said the timeline for the merger is “now out of Paramount’s control,” noting, the path to the deal closing or failing “just got longer, messier, and likely more expensive.”

Key BackgroundParamount and Netflix were the lead suitors for Warner Bros. last year, engaging in a bidding war that initially favored Netflix, which secured a $82.7 billion deal for the company’s studio and streaming assets at $27.75 per share. Paramount later offered $31 per share for the entirety of Warner Bros., leading Netflix to bow out of the bidding war. Netflix’s co-CEOs Ted Sarandos and Greg Peters said in a statement the deal “was always a ‘nice to have’ at the right price, not a ‘must have’ at any price.” The Paramount-Warner Bros. merger was announced in February and received approval from the Justice Department in June. The merger is valued at roughly $110 billion. Prior to the approval, billionaire Paramount chief David Ellison hosted a private dinner for President Donald Trump and his aides, adding to concerns that Ellison was using his connections to the president to fast-track his company’s deal with Warner Bros. The multi-state lawsuit against the merger was filed in June.

Further ReadingParamount Suffers Major Early Blow In Merger Lawsuit—And Billion-Dollar Losses Could Lie Ahead (Forbes)

California And Other States Challenge Massive Paramount-Warner Bros. Merger In New Lawsuit (Forbes)

The Warner Bros. Water Tower is pictured at Warner Bros. Studios in Burbank on the day it was announced that California and 11 states are suing to block Paramount's $110 billion acquisition of... Purchase Licensing Rights, opens new tab Read more

CompaniesJuly 24 (Reuters) - Paramount Skydance (PSKY.O), opens new tab ​on Friday agreed to pause its acquisition of Warner ‌Bros. Discovery (WBD.O), opens new tab until after a ruling on a challenge by states to the deal, plunging the $110 billion deal into further uncertainty.

The agreement pausing ​the deal until next June, at the latest, trims ​a few weeks off the case schedule. But it also comes ⁠with a price.

The Reuters Daily Briefing newsletter provides all the news you need to start your day. Sign up here.

Paramount could owe as much as $1.7 billion ​in ticking fees to Warner Bros. shareholders if the deal is ​delayed until then. The fee costs $7 million a day if the merger does not close by September 30.

"We look forward to proving our case ​at trial," Paramount's spokesperson said.

California and 11 states sued on ​July 13, arguing the deal would create a media behemoth with the power ‌to ⁠raise prices in film and television.

"Halting this merger while our case proceeds is a critical victory in our efforts to uphold the law and protect the film and television industries," ​said New York ​Attorney General ⁠Letitia James, who is suing to block the deal.

Similar merger challenges have taken an average of ​eight months for a judge to rule, ​a Reuters ⁠review of recent cases found.

The lawsuit, filed in Oakland federal court, threatens to derail Paramount CEO David Ellison's bid to transform ⁠his ​company into a major rival of ​Netflix (NFLX.O), opens new tab and Disney (DIS.N), opens new tab.

Shares in Paramount fell 3.3% Friday and are down 37% this ​year.

Reporting by Jody Godoy; Editing by Nia Williams and Deepa Babington

Our Standards: The Thomson Reuters Trust Principles., opens new tab

Jody Godoy reports on tech policy and antitrust enforcement, including how regulators are responding to the rise of AI. Reach her at [email protected]

, /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") today announced the extension of the Expiration Dates in connection with the previously announced (i) offers to purchase (the "Tender Offers" and each, a "Tender Offer") for cash, upon the terms and subject to the conditions set forth in the related offer to purchase (the "Offer to Purchase"), any and all of the identified notes in each series of the Existing Tender Offer Notes (defined by reference to the table set forth below) issued by Discovery Global Holdings, Inc. (formerly WarnerMedia Holdings, Inc.) (the "DGH Issuer") and Discovery Communications, LLC (the "DCL Issuer" and together with the DGH Issuer, each a "WBD Issuer" and collectively the "WBD Issuers"), as applicable, and (ii) offers to exchange (the "Exchange Offers" and each, an "Exchange Offer" and, together with the Tender Offers, the "Offers" and each, an "Offer"), upon the terms and subject to the conditions set forth in the related exchange offer memorandum (the "Offering Memorandum"), any and all of the identified notes in each series of the Existing Exchange Offer Notes (defined by reference to the table set forth below) (together with the Existing Tender Offer Notes, the "Offer Notes") issued by the applicable WBD Issuer for notes to be newly issued by Paramount.

The Expiration Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) have been extended to 5:00 p.m., New York City time, on August 7, 2026, unless further extended. The Settlement Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) will occur promptly after the Expiration Date and are currently anticipated to occur in the third quarter of 2026. Paramount anticipates extending the Expiration Date for such Tender Offers and Exchange Offers until such time that would result in the Settlement Dates occurring on or promptly following the closing date of the proposed acquisition (the "Acquisition") by Paramount of Warner Bros. Discovery, Inc. ("WBD"). Tenders of the Offer Notes in the Offers may be withdrawn at any time prior to the Expiration Date. The aforementioned extensions further extend the Expiration Dates previously extended by Paramount on June 12, 2026, June 26, 2026, July 13, 2026, and July 17, 2026.

As of 5:00 p.m., New York City time, on July 23, 2026, approximately 66.17% and 76.38% of the aggregate principal amount of the Existing Tender Offer Notes and Existing Exchange Offer Notes, respectively, have been validly tendered in the applicable Offers. As Paramount previously announced that it anticipates extending the Offers to align with the closing date of the Acquisition, Paramount does not view these figures to be representative of the final results of the applicable Offers.

Information about each series of Offer Notes eligible to participate in the Offers is summarized below.

Type of Offer

Offer Notes to be Tendered
or Exchanged, as
Applicable

Issuer of Offer Notes

CUSIP No. / Common Code 
/ ISIN Eligible to
Participate in the Offers (1)

Aggregate Principal
Amount of Offer Notes
Eligible to Participate in the
Offers (2)

Tender Offer

3.950% Senior Notes due 2028

DCL Issuer

25470D CP2

US25470DCP24

$1,234,458,000

Exchange Offer

4.125% Senior Notes due 2029

DCL Issuer

25470D CQ0

US25470DCQ07

$655,825,000

Exchange Offer

3.625% Senior Notes due 2030

DCL Issuer

25470D CR8

US25470DCR89

$914,183,000

Exchange Offer

5.000% Senior Notes due 2037

DCL Issuer

25470D CS6

US25470DCS62

$453,281,000

Exchange Offer

6.350% Senior Notes due 2040

DCL Issuer

25470D CT4

US25470DCT46

$438,102,000

Exchange Offer

4.950% Senior Notes due 2042

DCL Issuer

25470D CU1

US25470DCU19

$130,366,000

Exchange Offer

4.875% Senior Notes due 2043

DCL Issuer

25470D V91 CV9US25470DC

$141,584,000

Exchange Offer

5.200% Senior Notes due 2047

DCL Issuer

25470D W74 CW7US25470DC

$3,161,000

Exchange Offer

5.300% Senior Notes due 2049

DCL Issuer

25470D X57 CX5US25470DC

$247,860,000

Tender Offer

3.755% Senior Notes due 2027

DGH Issuer

254948 AH5

US254948AH58

254948 AN2

US254948AN27

U25483 AA3

USU25483AA38

$1,189,336,000

Exchange Offer

4.054% Senior Notes due 2029

DGH Issuer

254948 AJ1

US254948AJ15

254948 AP7

US254948AP74

U25483 AB1

USU25483AB11

$1,353,828,000

Exchange Offer

4.279% Senior Notes due 2032

DGH Issuer

254948 AK8

US254948AK87

254948 AQ5

US254948AQ57

$2,691,764,000

Exchange Offer

5.050% Senior Notes due 2042

DGH Issuer

254948 AL6

US254948AL60

254948 AR3

US254948AR31

U25483 AD7

USU25483AD76

$4,104,687,000

Exchange Offer

5.141% Senior Notes due 2052

DGH Issuer

254948 AM4

US254948AM44

254948 AS1

US254948AS14

$949,883,000

Exchange Offer

4.302% Senior Notes due 2030

DGH Issuer

XS3393993285

339399328

€234,382,000

Exchange Offer

4.693% Senior Notes due 2033

DGH Issuer

XS3393994507

339399450

€316,641,000

1

No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the Offer Notes. Such identifiers are provided solely for the convenience of the holders.

2

Represents the aggregate principal amount of Offer Notes outstanding that are eligible to participate in the Offers.

The Exchange Offers are being made pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, and are also not being registered under any state or foreign securities laws. Any securities offered pursuant to the Exchange Offers may not be offered or sold in the United States or to any U.S. persons (as defined below) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers will only be made, and the securities offered pursuant to the Exchange Offers are only being offered and issued, to holders of applicable Existing Exchange Offer Notes who are (a) reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act or (b) not "U.S. persons," as defined in Rule 902 of Regulation S under the Securities Act (such holders, "Eligible Holders"), and only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. The eligibility certification is available electronically at: https://gbsc-usa.com/eligibility/paramount.

General

Each Offer is a separate offer, and each may be individually consummated, amended, extended, terminated, or withdrawn, subject to certain conditions and applicable law, at any time in Paramount's sole discretion, and without also consummating, amending, extending, terminating, or withdrawing any other Offer with respect to any other series of Offer Notes. Paramount may terminate an Offer if any of the conditions of such Offer described in the Offer to Purchase or Offering Memorandum, as applicable, are not satisfied or waived by the applicable Expiration Date, subject to applicable law. In addition, Paramount may waive the conditions to an Offer without extending such Offer in accordance with applicable law.

The Offers are being made solely by Paramount and are not being made by WBD or the WBD Issuers. None of Paramount, WBD, the WBD Issuers, the Dealer Managers, the Exchange Agent (as defined below), the Information Agent (as defined below), the trustees under each of the indentures governing the Offer Notes, the trustee or collateral agent under the indenture that will govern the notes to be issued in the Exchange Offers, or any affiliate of any of them makes any recommendation as to whether any holder of Offer Notes should tender or refrain from tendering all or any portion of the principal amount of such holder's Offer Notes for cash or notes to be issued in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision whether to tender Offer Notes in any Offer and, if so, the amount of Offer Notes to tender.

Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Exchange Offers. Paramount has engaged Global Bondholder Services Corporation to act as the exchange agent (in such capacity, the "Exchange Agent") and information agent (in such capacity, the "Information Agent") for the Offers. Questions concerning the Offers, or requests for additional copies of the Offer to Purchase or Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2014 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at [email protected]. Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Offers. The Exchange Offer documents and the Tender Offer documents can be accessed at the following link: https://gbsc-usa.com/paramount.

Paramount has engaged BofA Securities and Citigroup as dealer managers (in such capacity, the "Dealer Managers") for the Offers. Holders with questions regarding the Offers should contact BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980) 388-3646 (collect) or [email protected] or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 or [email protected]. Latham & Watkins LLP is serving as legal counsel to Paramount and Cahill Gordon & Reindel LLP is serving as legal counsel to the Dealer Managers.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security, and does not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

About Paramount, a Skydance Corporation

Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.

PSKY-IR

Cautionary Note Concerning Forward-Looking Statements

This communication contains "forward-looking statements" regarding the Acquisition and the other transactions referred to herein. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Paramount. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; potential adverse effects to the businesses of Paramount or WBD during the pendency of the Acquisition, such as employee departures or distraction of management from business operations; negative effects of the announcement or the consummation of the Acquisition on the market price of WBD or Paramount stock; the risk of stockholder litigation relating to the Acquisition, including resulting expense or delay; the potential that the expected benefits and opportunities of the Acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to the streaming business of the post-Acquisition combined business (the "Combined Company"); the adverse impact on the Combined Company's advertising revenues as a result of changes in consumer behavior, advertising market conditions, and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to the Combined Company's decision to invest in new businesses, products, services, and technologies, and the evolution of the Combined Company's business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of the Combined Company's content; damage to the Combined Company's reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining the Combined Company's intellectual property rights; domestic and global political, economic and regulatory factors affecting the Combined Company's business generally or the Acquisition; the inability to hire or retain key employees or secure creative talent; disruptions to the Combined Company's operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount's ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies, including in the amounts or on the timelines anticipated to realize such synergies; litigation related to the Acquisition and other matters or transactions; risks associated with the Combined Company's holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to our indebtedness, including our substantial outstanding debt obligations, our ability to incur substantially more debt and our ability to meet the financial and other covenants contained in the agreements governing the indebtedness of Paramount, WBD, or the Combined Company. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, including in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," Paramount's most recently filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 4, 2026, including in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," and Paramount's subsequent filings with the SEC, and in WBD's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the section captioned "Item 1A. Risk Factors," WBD's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 6, 2026, and WBD's subsequent filings with the SEC. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.

SOURCE Paramount Skydance Corporation

Paramount Skydance said Friday that it agreed to pause its merger with Warner Bros. Discovery until next June at the latest while a judge considers a lawsuit from state attorneys general who sued to block the $110 billion deal. 

The delay is the latest twist in the mega deal, which could reshape Hollywood by merging Paramount Pictures and Warner Bros. Studios.

In a legal filing, Paramount and a group of state attorneys general – who had sued the media giant over antitrust concerns – said they had reached an agreement to freeze the merger while the case winds its way through the courts, extending a shorter pause imposed this week by a federal judge in California.

The delay is the latest twist in the mega deal, which could reshape Hollywood by merging Paramount Pictures and Warner Bros. Studios. Getty Images The merger deal expires on June 4, 2027 if the deal hasn’t closed by that date.

“Today’s 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,” said a Paramount spokesperson.

“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. 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.”

The deal would not only unite movie studios Paramount and Warner Bros, but also bring together streaming services Paramount+ and HBO Max, as well as networks CBS and CNN.

The standstill could be expensive for Paramount. The David Ellison-led company agreed to pay Warner Bros. Discovery shareholders a fee of $650 million every quarter the deal doesn’t close beginning in October. 

The merger deal expires on June 4, 2027 if the deal hasn’t closed by that date. REUTERS The group of 12 states led by California, include New York, Connecticut, Oregon and Arizona. In a statement, New York Attorney General Letitia James called the halt a “crucial victory.”

“From the workers and artists who bring stories to life to the families who buy tickets at the box office, Paramount’s illegal takeover of Warner Bros. is a bad deal for all those who count on a competitive entertainment industry,” James said.

Shares of Paramount Skydance fell just over 3% on Friday. Shares of Warner Bros. Discovery slid just under 1%.

David and Larry Ellison are used to playing the long game, and that’s exactly what their media giant Paramount Skydance is bracing for in its $80 billion pursuit of Warner Bros. Discovery, On The Money has learned.

The hurdle, of course, is the bombshell lawsuit from 12 state attorneys general just filed to block the mega-merger, and the recent decision by a federal judge in San Francisco to grant a temporary restraining order that was recently extended and prevents PSKY from closing the transaction at least for another month.

The next shoe to drop, people inside the Ellison camp tell me, is likely that the deal gets delayed indefinitely with the judge issuing a preliminary injunction. A lengthy trial could follow and PSKY could lose despite having good evidence that the tie-up doesn’t violate antitrust laws. That, in turn, has the Ellisons thinking about fighting this thing all the way to the Supreme Court.

Sources close to Paramount Skydance CEO David Ellison says he is thinking about fighting this thing all the way to the Supreme Court. Jack Forbes / NY Post Design It won’t be pretty. Lots of mud thrown at the Ellisons by the Trump-hating AGs bringing the case. Shareholders of WBD could take another hit; its stock is already well below the deal price on the lawsuit and likely to fall further if the judge issues an injunction.

But it won’t be the first time the father-and-son duo has faced adversity – and won. The takeover of Paramount from the controlling Redstone family was anything but easy. They initially lost the long and contentious bidding war for Warner Bros. Discovery to Netflix, only to mount a come-from-behind victory by outbidding the streaming giant.

Their deal received the greenlight from the merger-friendly Trump administration, but the Ellisons knew a cabal of Dem AGs were waiting in the wings to scuttle their efforts, which means they and their savvy GC, Makan Delrahim, have been war-gaming this for some time.

“There’s no f–king way we give up,” said one person in the Paramount orbit. “The Ellisons don’t quit.”

To be clear, they believe the injunction is all but certain for several reasons, including the judge’s public statement when issuing the TRO, in which she cited an anticipated 27% market share of the wide-distribution theatrical release market. “On this combined firm market share alone, the Court is persuaded that it can presume the proposed merger is likely to violate antitrust laws,” she wrote.

It won’t be the first time the Ellisons has faced adversity – and won. The takeover of Paramount from the controlling Redstone family was anything but easy. Larry Ellison, above. Getty Images The other reason: The judge, Araceli Martinez-Olguin, is a liberal activist appointee of the notoriously merger-unfriendly Biden administration. Throw in the connection to Donald Trump, who is friends with Larry Ellison, and you can see why they’re preparing to play the long game.

So what does the “long game” actually mean? Well, if there is a preliminary injunction, you can’t close the deal until the trial is over. That would mean paying $650 million a quarter to satisfy a “ticking fee” arrangement the Ellisons agreed to as part of their deal.

They have the money, of course; Larry is worth $167 billion even with the recent slide in Oracle shares. They also have been lawyering up for a long legal battle, that LightShed partners analyst Rich Greenfield won’t be settled until sometime in 2027.

California Attorney Rob Bonta is leading the state AGs’ case against the Warer Bros. merger. REUTERS They could walk away, but Greenfield doubts they will, and his comments align with what On The Money is getting from inside Team Ellison. To walk away would mean paying a $7 billion breakup fee and leaving the Ellisons with their partners at RedBird Capital with a smallish media company, devoid of the scale that Warner brings in terms of cable properties, streaming and of course, a world-class studio that killed it in the past year.

That said, it’s this Biden judge who will likely rule on the deal’s alleged merits and she’s cut from the same leftist-activist cloth as the state AGs bringing the case led by the hyper-ambitious California AG Rob Bonta. One interesting layer is that the European Union–not exactly a bastion of unfettered markets– just approved the merger. That puts Bonta & Co to the left of some of the most leftist regulators on the planet.

It is Bonta who is trying to contort an antitrust case arguing that two separate companies that were already engaged in downsizing because of the wonky economics of big media will actually be stronger if they remain separate. Yes, that two weaker, smaller players will be better for jobs in Hollywood and provide competition that will lead to lower prices for  consumers. 

It’s an absurd argument, of course. Warner Bros.’ flailing pre-bidding war stock price signaled difficult days ahead and there’s never been more competition for consumer entertainment eyeballs given the likes of YouTube, not to mention streaming in general.

Facts like those, unfortunately, are beside the point in this California court. Like the judge in the case (who was confirmed by the Senate on a party-line vote because of her leftist politics) Bonta no doubt looks forward to spending the coming months concocting fluffy legal motions, and likely claiming that Donald Trump will be in control of the combined company’s footprint, which will include both CBS and CNN.

So expect the long game to drag well into next year – and a SCOTUS ruling to finally close this deal.

Booth #2829 invites attendees to step inside the worlds of two iconic franchises through the groundbreaking LEGO SMART Play experience Attendees will be able to experience two beloved franchises like never before, as LEGO SMART Play adds a new dimension of interactive play Other exciting ways to experience the LEGO brand on-site July 23-26 include multiple new product reveals making global debuts, in-booth programming and a scavenger hunt for brand prizes , /PRNewswire/ -- The LEGO Group is unveiling the LEGO® SMART Play™ Gateway at San Diego Comic-Con 2026 — a booth experience powered by LEGO SMART Play technology that puts attendees right at the center of their fandoms and brings LEGO sets to life with a newfound layer of interactivity. At the LEGO SMART Play Gateway, fans will step inside the heart of two of pop culture's most beloved franchises.

The LEGO Group will also further debut several new LEGO sets spanning numerous fandoms at San Diego Comic-Con 2026 — continuing to offer a LEGO set for every age and interest!

The LEGO Group unveils the “LEGO® SMART Play™ Gateway” at San Diego Comic-Con 2026 in San Diego, California, Wednesday, July 22, 2026. This booth experience, powered by LEGO SMART Play technology, puts attendees at the center of LEGO Star Wars™ and LEGO Pokémon™ environments with interactive play opportunities unique to the brand. Visitors can engage with the LEGO SMART Play elements of the booth and explore new product reveals across beloved franchises. (AP Photo/[Christy Radecic]) Enter a New Dimension of Play at the LEGO SMART Play Gateway

Launched this year, LEGO SMART Play provides open-ended physical play through responsive technology that reacts in real time. The LEGO SMART Play platform is powered by the SMART Brick, a 2x4 LEGO brick compatible with the LEGO System in Play that holds more than 20 patented world-first technologies. The SMART Brick can read SMART Tags and SMART Minifigures, synthesize light and sounds and sense precise motion, allowing kids to build, interact and create their own stories as their creations play back.

Attendees at San Diego Comic-Con 2026 are invited to step through the doors of the LEGO SMART Play Gateway, a retro-futuristic interworld departure terminal. Blending mid-century modern design with the technological optimism of LEGO SMART Play, the space transports fans from the show floor through SMART Play™-powered portals and into one of two fully immersive destinations:

Destination: LEGO Pokémon™ Lab

Destination: LEGO Pokémon™ Lab invites fans into the starting point of every Pokémon Trainer's journey, a Lab recreated with scaled-up LEGO bricks and populated by life-sized LEGO Pokémon™ builds powered by LEGO SMART Play. Guests can choose their first partner Pokémon by selecting a Poké Ball to reveal Bulbasaur, Charmander or Squirtle and interact with their chosen Pokémon via SMART Brick lights and sounds. Portal visitors can further try out a game of "Hide and Pikachu" inspired by the LEGO Pokémon™ SMART Play: Training House with Pikachu set or interact with Eevee as its ears sway and the gems around its glow. Don't depart without exploring the display case highlighting a full range of LEGO Pokémon™ sets available this year. Destination: Mos Eisley

Destination: Mos Eisley transports Star Wars™ fans straight to Mos Eisley Cantina, recreated as a series of oversized LEGO brick environments pulled directly from the world of LEGO Star Wars™ SMART Play (specifically, the LEGO Star Wars™ SMART Play: Mos Eisley Cantina™ set!). Interactive touchpoints are woven throughout, doubling as iconic photo opportunities: grab the mic and swing it to trigger a SMART Brick remix of the iconic Cantina Song as the Modal Nodes band plays along; slide into the infamous corner booth for a face-to-face encounter with Greedo; and visit the Dewback Petting Zoo for a photo op with a purring, snoozing Dewback. Eagle-eyed fans can also decode hidden Aurebesh signage to unlock in-universe Easter eggs scattered throughout the space. "The excitement around LEGO SMART Play began earlier this year and continues to grow with the launch of new sets on August 1. We are thrilled to bring these themes to life at the LEGO SMART Play Gateway during San Diego Comic-Con," said Beth McKenna, Head of U.S. Marketing at the LEGO Group. "LEGO SMART Play represents the most significant advancement in LEGO® play since the Minifigure. Comic-Con is the ideal venue to showcase the possibilities of LEGO SMART Play, where attendees unite over the stories, characters, and worlds they adore."

Sets Debuting at San Diego Comic-Con 2026

Brand new sets from across the LEGO brand's most beloved franchises, not specific to SMART Play, are on display flanking the rear of the gateway; as each display case operates as its own destination, inviting fans and enthusiasts to explore and build upon the worlds they love most.

Boldly Build Where No One Has Built Before with the NEW LEGO Icons Star Trek: U.S.S. Enterprise NCC-1701™ Bridge

The LEGO Icons Star Trek: U.S.S. Enterprise NCC-1701™ Bridge (11385), the ultimate tribute to one of the most iconic ships in sci-fi history, is a perfect way to celebrate Star Trek's 60th anniversary in 2026 – and it reveals at San Diego Comic-Con!

This 1,701-piece set, available at LEGO Stores and LEGO.com exclusively beginning September 1 and available for pre-order now, recreates the iconic bridge and transporter room from the original series in authentic detail with eight LEGO Minifigures representing the Starfleet crew. Turn a dial to beam crew from the transporter room, swish open the turbo lift doors and rock the captain's chair to simulate warp turbulence and space battles; this is a mission-worthy build for any Trekkie.

Outside of the booth, the U.S.S. Enterprise NCC-1701™ Bridge set will make its first appearance at the Star Trek: The Collector Frontier Panel, accompanied by LEGO set designers Henrik Andersen and Crystal Marie Fontan to explain the process and inspiration that went into recreating the U.S.S. Enterprise. The panel takes place Thursday, July 23, 11:00am to 12:00pm in Room 5AB. For those on the hunt for further LEGO Star Trek sights, be sure to visit the "Star Trek: Boldly Built" activation at the Marriot Marquis on W. Harbor Drive July 23-26, where attendees can take a photo in a LEGO brick-built Captain's Chair – made out of 83,568 LEGO bricks!

Relive the Classic with the NEW LEGO Donkey Kong™ Arcade

Jump back into a classic age of gaming with the LEGO Donkey Kong Arcade (72051), on display for the first time at San Diego Comic-Con and available in stores August 1. This 1,367-piece collectible set pays homage to the iconic arcade cabinet, complete with Jumpman, Donkey Kong and Lady, plus scaffold, ladder and hammer details straight from the original Nintendo® game.

Pull the lever to release one of the 21 barrels at a time, move Jumpman with the joystick and press the button to make him jump over the barrels — there is even a mechanism to circulate the barrels in a continuous loop to keep the fun rolling! A must-have for adult fans of classic arcade games and retro decor.

Bringing the Swamp to San Diego with NEW LEGO Minifigures Shrek Series

The LEGO Minifigures Shrek Series (71053) brings 12 beloved characters from the franchise to Minifigure form at San Diego Comic-Con, each tucked inside a sealed mystery box for ages six and up. Discover Shrek, Fiona, Donkey, Puss in Boots, Lord Farquaad and more, most with at least one themed accessory like blind mice, a magic mirror or lollipop. Collect them all, play out scenes from the films or put them on display. These are available September 1, but the fairytale will continue in 2027 with more LEGO Shrek!

This summer marks the 25th anniversary of the first Shrek film, which launched a global blockbuster franchise. A new chapter begins next summer, when DreamWorks Animation's Shrek 5 arrives in cinemas worldwide.

Within and Beyond the Booth

Attendees can explore the LEGO SMART Play™ Gateway from Thursday, July 23 to Sunday, July 26 at booth #2829, where the power of LEGO SMART Play comes to life across every corner of the experience.

Beyond the SMART Play Gateway, fans can attend LEGO-brand panels celebrating major milestones, hunt for exclusive LEGO finds in a scavenger hunt spanning the entire convention floor and take home collectible souvenirs to remember the experience:

LEGO NINJAGO® Celebrates – 15 Years and Counting! NINJAGO voice talent will take the stage to celebrate 15 years of everyone's favorite minifig ninja team – LEGO NINJAGO! They will talk about their best-loved moments from hundreds of episodes and perform a staged reading of an all-new, exclusive canon scene written by fellow panelists, LEGO NINJAGO: Dragons Rising head writers Kevin Burke & Chris "Doc" Wyatt. Thursday, July 23, 2:15pm-3:15pm in Room 6BCF. In-booth signings July 23, 4:00pm-5:00pm and Friday, July 24 2:30pm-3:30pm. NINJAGO fans will be further pleased to know that the LEGO brand debuted the third installation of its partnership with Crocs™, the NINJAGO collection, at San Diego Comic-Con this morning, The release features Classic Clogs for adults and kids inspired by one of the franchise's most beloved heroes, Lloyd; fans can further personalize their look with character-inspired Jibbitz™ charm packs. Lost Luggage Scavenger Hunt. Keep your eyes open — LEGO luggage tags are being hidden within the San Diego Convention Center daily, July 23-26. Find one and return it to the LEGO booth to claim a prize package, including exclusive brand artwork commissioned for San Diego Comic-Con 2026. Travel souvenirs to take home from your journey. Visitors can collect limited-edition boarding passes, exclusive LEGO Travel Guides, destination postcards and IP-themed travel stickers in-booth — all designed to commemorate the trip long after the show floor closes. More Information 

All products on display at the show, including LEGO set reveals, can be found at LEGO.com/san-diego-comic-con. For more information on the LEGO Group activities at San Diego Comic-Con, contact [email protected]. 

Notes to Editor 

Product Information

LEGO® Icons Star Trek: U.S.S. Enterprise NCC-1701™ Bridge (11385)

Age Grade: 18+ MSRP: $199.99 Piece Count: 1,701 Global Launch Date: September 1, 2027 (available for pre-order now) at LEGO Stores and LEGO.com Description: Set course for a voyage of creativity with the LEGO® Icons Star Trek: U.S.S. Enterprise NCC-1701™ Bridge building set for adults. Recreate the iconic bridge and transporter room that served as the backdrop for epic scenes aboard the legendary starship. Rock the captain's chair to simulate ship turbulence and turn a dial to beam crew members. Includes eight iconic Star Trek character Minifigures. LEGO® Donkey Kong™ Arcade (72051)

Age Grade: 18+ MSRP: $199.99 Piece Count: 1367 Global Launch Date: August 1, 2026 at LEGO Stores and select retailers Description: Join Jumpman on the construction site again with this LEGO® brick model of the iconic Donkey Kong™ arcade game. Pull the lever for Donkey Kong to 'throw' barrels one after the other. Move Jumpman with the joystick and press the button to make him leap over the barrels. This set pays homage to the original Donkey Kong arcade cabinet game and makes a fun, nostalgic addition to your game room. LEGO® Minifigures Shrek Series (71053)

Age Grade: 6+ MSRP: $4.99 Piece Count: 7 Global Launch Date: September 1, 2026 at LEGO Stores and select retailers Description: Enjoy movie adventures with LEGO® Minifigures Shrek Series mystery boxes. There are 12 detailed characters to collect, including Shrek, Fiona and Donkey, Puss in Boots, Prince Charming, Big Bad Wolf and Lord Farquaad and most come with at least one accessory. Expand your Minifigure collection or use them to play out your favorite scenes from the DreamWorks Animation's Shrek films. Open your box and find out who's inside! About the LEGO Group

The LEGO Group's mission is to inspire and develop the builders of tomorrow through the power of play. The LEGO System in Play, with its foundation in LEGO bricks, allows children and fans to build and rebuild anything they can imagine.

The LEGO Group was founded in Billund, Denmark in 1932 by Ole Kirk Kristiansen, its name derived from the two Danish words Leg Godt, which mean "Play Well".

Today, the LEGO Group remains a family-owned company headquartered in Billund. Its products are now sold in more than 130 countries worldwide. For more information: www.LEGO.com.

About The Pokémon Company International

The Pokémon Company International manages the Pokémon property outside of Asia and is responsible for brand management, licensing, marketing, the Pokémon Trading Card Game, the animated TV series, home entertainment and the official Pokémon website. Pokémon was launched in Japan in 1996 and today is one of the most popular children's entertainment properties in the world. For more information, please visit www.pokemon.co.uk.

STAR WARS and related properties are trademarks and/or copyrights, in the United States and other countries, of Lucasfilm Ltd. and/or its affiliates. © & TM Lucasfilm Ltd.

About Paramount Products & Experiences

Paramount Products & Experiences oversees all licensing, merchandising, and location-based experiences for Paramount, a Skydance Corporation (Nasdaq: PSKY), a leading next generation global media and entertainment company. The division brings to life iconic franchises and beloved characters through innovative products and immersive experiences across categories including toys, apparel, publishing, food and beverage, theme parks, hotels, cruises, attractions, and live entertainment. Its global portfolio is powered by content from brands such as Nickelodeon, Paramount Pictures, CBS, MTV, Comedy Central, and Paramount+, and fan-favorite franchises like PAW Patrol, SpongeBob SquarePants, Teenage Mutant Ninja Turtles, Star Trek, and Yellowstone. To explore our range of consumer products and Paramount-branded merchandise, visit ParamountShop.com.

TM & © 2026 CBS Studios Inc. Star Trek and related marks and logos are trademarks of CBS Studios Inc. All Rights Reserved.

About DreamWorks Animation's Shrek Franchise  

For the past two decades, children of all ages have been enchanted by DreamWorks Animation's delightful, irreverent adventures of a misunderstood ogre and his ragtag group of roguish fairytale folk. Beginning with Shrek, the 2001 Academy Award® winner for Best Animated Feature, Shrek (Mike Myers), Fiona (Cameron Diaz), Donkey (Oscar® nominee Eddie Murphy), Puss in Boots (Oscar® nominee Antonio Banderas) and their signature friends, family and tormentors have grown into an indelible part of pop culture, reminding audiences around the globe that beauty is in the eye of the beholder. 

The four Shrek franchise films have earned more than $2.9 billion worldwide, spawning a global live-touring show, an award-winning Broadway musical that earned eight Tony nominations and 12 Drama Desk nominations, plus an immersive, top-tourist destination in London and popular events and attractions across Universal Studios theme parks worldwide. 

From an astonishing consumer products campaign to imaginative digital extensions and a global animation exhibition tour, the iconic age of Shrek now enters a thrilling new era in 2027, as DreamWorks Animation reimagines this wonderous tale for a new generation with Shrek 5. Stars Mike Myers, Cameron Diaz and Eddie Murphy return, now joined by Emmy winning superstar Zendaya (Dune franchise, Euphoria) as Shrek and Fiona's daughter. 

SOURCE The LEGO Group

Paramount+ is prioritizing micro dramas, according to an internal presentation seen by Business Insider. Business Insider Paramount+ is preparing to add micro dramas to its app in the coming months, Business Insider has learned.

Paramount will test micro dramas — soapy series with snack-sized episodes — on its flagship streamer's mobile app this quarter, streaming leaders told employees in a town hall on Wednesday afternoon.

These short, buzzy vertical shows are designed to build "mobile daily habits at scale" by "recalibrating consumption behavior" as audiences get used to watching Paramount+ on the go and during the day, according to a screenshot of the town hall presentation viewed by Business Insider.

The presentation included mocked-up examples of what micro dramas could look like.

Paramount+ is prioritizing micro dramas, according to an internal presentation seen by Business Insider.  Business Insider A person familiar with the micro drama project described the plans as "very early stages."

Paramount+ has already added a short-form video feed to its mobile app, which David Ellison's company hopes will make the streamer more like TikTok, Instagram, and YouTube.

"We're trying to drive visit frequency, keeping people engaged in the app longer," a person familiar with the short-form initiative previously told Business Insider.

BET, a division of Paramount focused on Black audiences, announced in May a micro drama partnership with aTwist, formerly known as MicroCo.

Hollywood has fallen in love with short-form video, including micro dramas. Netflix and Disney+ have added short vertical clips to their apps this year, while Peacock has led the charge into micro dramas by making its own shows and licensing from category leader ReelShort. Netflix is also leaning into creator content and three-minute videos.

Ellison's move into micro dramas comes as Paramount Skydance deals with legal drama surrounding its Warner Bros. Discovery deal.

A federal judge put the merger on hold by issuing a temporary restraining order, following a lawsuit by 12 states. Paramount's plan to buy WBD has already been approved by the US Department of Justice and European regulators.

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James Faris You're currently following this author! Want to unfollow? Unsubscribe via the link in your email.

Media Exclusive

Concessions that include refusing certain theater distribution agreements helped ease regulators' concerns.

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European Union antitrust regulators said on Wednesday they had signed off on Paramount Skydance's proposed acquisition of Warner Bros. Discovery.

The approval, which included concessions made by Paramount, comes as the deal has been delayed in the U.S. due to concerns raised by state attorneys general.

A Paramount spokesperson didn't immediately respond to comment.

In order to garner the approval, the European Commission said Paramount agreed to divest its stake in a film distribution joint venture with United International Pictures in Europe, and said it would not enter into any film distribution deal with Universal for the next 10 years in Europe.

"These commitments fully address the competition concerns identified by the Commission by ensuring that the films of the merged entity will not be distributed jointly with those Universal or Disney," according to the EU's release.

Paramount's stock rose 3% in midday trading.

The EU's approval marks a major regulatory milestone for the $110 billion proposed merger.

The deal earlier won approval from the antitrust division of the U.S. Department of Justice. Various other global jurisdictions have also signed off on the deal.

However, in the U.S., a lawsuit brought forward by a group of state attorneys general last week has become a potential holdup in this deal moving forward.

The coalition led by California's Rob Bonta filed a lawsuit seeking to block the merger due to antitrust concerns. The tie-up is set to combine two major film studios, Paramount and Warner Bros., a massive portfolio of pay TV networks and streaming services HBO Max and Paramount+.

Earlier this week a California district judge granted a temporary restraining order that puts a 14-day pause on anything moving forward with the merger.

Paramount previously said it is on track to close the merger by the end of September.

A judge blocks a media merger by defining the market for movies far too narrowly.

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Paramount Skydance CEO David Ellison's plan to buy Warner Bros. Discovery, led by CEO David Zaslav, is on pause. Arturo Holmes/WireImage; Mario Tama/Getty Images; Drew Angerer/Getty Images Employees at Paramount Skydance are wrestling with whether the planned mega-merger with Warner Bros. Discovery would put them on the chopping block or help save their jobs.

"I'm definitely worried about impending layoffs post-merger," a Paramount research staffer said. "But I'm worried about the company as a whole if it doesn't go through."

Paramount's $110 billion deal with WBD is on pause after a judge issued a temporary order in response to a lawsuit from 12 states. In the coming weeks, David Ellison's company could get the green light to team up with WBD — or have to dig in for a longer fight.

Twelve Paramount employees Business Insider spoke with after the WBD deal got delayed were split about how the transaction would impact their jobs and the industry.

Some Paramount staffers fear their positions could be expendable if their teams merge with comparable groups at WBD, while others are concerned about the company's financial health if its deal is delayed or blocked.

Ellison's company would owe WBD a $7 billion breakup fee if the deal falls through, and has also agreed to pay WBD shareholders a so-called ticking fee of about $7 million per day starting after September 30 if the merger isn't done. The potential fallout from those penalties had several staffers pulling for the deal.

"I see Paramount in the same light as Spirit Airlines," one streaming staffer said. "Regulators didn't let JetBlue and Spirit Airlines merge. Now Spirit is bankrupt, and JetBlue is struggling."

Two WBD employees told Business Insider that they're uneasy about what the deal may mean for the media industry, but that the acquisition would benefit them financially.

They both said they stood to considerably benefit from stock grants.

"Best case for me personally is the deal goes through, I get laid off, and get my 15 months of severance," one veteran WBD staffer added. "Then, I just need to find something for a couple years before I retire."

Spokespeople for Paramount and WBD didn't respond to requests for comment.

'Tired of mergers and chaos'Paramount has said it needs to join forces with WBD to form "a stronger competitor against dominant streaming and technology platforms," like Netflix and YouTube. Ellison's company insists its mega-merger will allow it to produce more films and TV shows than it can on its own.

Many in Hollywood are skeptical, however. Top actors and directors have spoken out against the Paramount-WBD deal, saying it would result in "fewer opportunities for creators" and "fewer jobs across the production ecosystem." The Writers Guild of America has filed a lawsuit against Paramount, arguing that it violates antitrust law.

The Paramount employees who are opposed to the deal primarily expressed concerns about the potential impact a merger of rivals would have on the media industry.

"I'm indifferent to sticking around because I'm so burned out, but I would hate it if others lost a career they were passionate about," a Paramount streaming staffer said.

Another streaming manager who opposes the deal said they're "tired of mergers and chaos." Paramount merged with Skydance last August, six years after Viacom and CBS merged.

"My future in this deal is uncertain, I feel," said a third streaming staffer who's against the merger.

'The best shot at keeping my job long term'The Paramount staffers who support the deal had a simple rationale: they believe the merger would be best for the company and their careers.

"While I may have personal opinions about the negative effect this could have on the industry, I think the merger gives me the best shot at keeping my job long term," the Paramount research staffer said. "That's more important to me at the end of the day."

A high-level ad employee said this deal would make Paramount more powerful and give the company "more premium supply, which helps the sales story."

A senior streaming employee said that they support the deal, adding that they "don't see why it wouldn't" get approved by regulators.

WBD had planned to sell its studio and streaming business to Netflix before Paramount stepped in, which this high-level streaming staffer said "would have created a much larger consolidation of two streaming powerhouses" while leaving WBD's traditional TV unit "flailing and nobody interested in it."

The states suing Paramount argue that this deal would harm competition by giving the combined company undue influence over cable distributors, as well as leverage over theatrical distribution for both wide-release movies and big-budget blockbusters.

A super-charged Paramount-WBD "is ultimately better for the consumer," the high-level Paramount streaming leader said, contending that it "creates a larger, more competitive catalog of content to compete against Disney and Netflix." Consolidating TV assets will help Paramount cut costs, they added, though they understood worries about CNN's future, given how CBS News has changed under Ellison.

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Media Warner Bros.

, /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") today announced that its Board of Directors has declared a quarterly cash dividend of $0.05 per share, payable October 1, 2026, to each of its Class A and Class B shareholders of record as of September 15, 2026.

About Paramount, a Skydance Corporation
Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment. For more information, please visit www.paramount.com. 

PSKY-IR

SOURCE Paramount Skydance Corporation

A federal judge on Monday ordered Paramount and Warner Bros. Discovery to halt their $81 billion merger for at least two weeks, allowing states that are challenging the deal more time to see their case through in court.

Twelve states, led by California, sued to block Paramount’s pending buyout of Warner last week—alleging that such a combination would “extinguish competition” in Hollywood and lead to fewer choices for consumers, particularly moviegoers and cable customers across the U.S.

The states’ top prosecutors called on Warner and Paramount to not close the transaction until after a court had time to “fully evaluate” their claims. And when the companies refused, they filed for a temporary restraining order—which is what District Judge Araceli Martínez-Olguín granted on Monday. That opens the door to a potential preliminary injunction that the states are also seeking to effectively block the deal.

“This is a critical first win in our case to ensure this megamerger never sees the light of day,” California Attorney General Rob Bonta said in a statement following Monday’s order. “History tells the tale of what happens when a few people have great power over markets that are central to Americans’ lives: fewer opportunities for more people, worse products and services for all people.”

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A Warner-Paramount tie-up would bring together two of the last five legacy studios in Hollywood—as well as a host of TV networks, titles filling streaming libraries, and news operations. That would include Warner’s HBO Max, fan favorites like Harry Potter, and even CNN coming under the same roof as Paramount-owned CBS, movies like Top Gun, and the Paramount+ streaming service.

Paramount did not immediately comment on Monday’s order. But the company, which was bought out by Skydance just last year, has vowed to “vigorously defend” its Warner acquisition. Paramount previously called the states’ complaint “wrong on both the facts and the law,” maintaining that a merger would instead strengthen competition against bigger entertainment rivals. And it touted regulatory greenlights the deal has received elsewhere, including from the administration of President Donald Trump last month.

The temporary restraining order granted Monday halts the deal from progressing for at least 14 days, although the pause could be extended for up to 28 days. The court has set August 3 as a date for a hearing on the states’ preliminary injunction motion, although that schedule could also be pushed back.

—By Wyatte Grantham-Philips, AP business writer

The super-early-rate deadline for the Most Innovative Companies Awards is Friday, July 24, at 11:59 p.m. PT. Apply today.

Explore TopicsHollywoodParamountWarner Bros Discovery

Posted by Defense World Staff on Jul 21st, 2026

AlTi Global Inc. lifted its stake in shares of Paramount Skydance Corporation (NASDAQ:PSKY – Free Report) by 104.9% during the first quarter, according to its most recent disclosure with the Securities and Exchange Commission. The institutional investor owned 125,977 shares of the company’s stock after purchasing an additional 64,492 shares during the period. AlTi Global Inc.’s holdings in Paramount Skydance were worth $1,139,000 at the end of the most recent reporting period.

Several other hedge funds have also modified their holdings of PSKY. SG Americas Securities LLC lifted its holdings in shares of Paramount Skydance by 56.3% in the fourth quarter. SG Americas Securities LLC now owns 774,273 shares of the company’s stock valued at $10,375,000 after purchasing an additional 279,045 shares in the last quarter. Vanguard Group Inc. lifted its stake in Paramount Skydance by 0.4% in the 4th quarter. Vanguard Group Inc. now owns 36,006,077 shares of the company’s stock valued at $482,481,000 after acquiring an additional 132,613 shares in the last quarter. MTCO Ltd. boosted its position in Paramount Skydance by 92.9% during the 4th quarter. MTCO Ltd. now owns 2,700,000 shares of the company’s stock worth $36,180,000 after acquiring an additional 1,300,000 shares during the last quarter. Hoertkorn Richard Charles acquired a new position in Paramount Skydance during the 4th quarter worth approximately $3,708,000. Finally, Financiere des Professionnels Fonds d investissement inc. bought a new position in shares of Paramount Skydance during the 1st quarter worth approximately $1,623,000. 73.00% of the stock is owned by institutional investors.

Paramount Skydance Stock Performance NASDAQ PSKY opened at $8.57 on Tuesday. The company has a current ratio of 1.10, a quick ratio of 1.00 and a debt-to-equity ratio of 1.16. The firm’s fifty day moving average price is $10.04 and its two-hundred day moving average price is $10.63. Paramount Skydance Corporation has a 1 year low of $8.56 and a 1 year high of $20.86. The firm has a market capitalization of $9.59 billion, a P/E ratio of 15.04, a price-to-earnings-growth ratio of 0.58 and a beta of 1.43.

Paramount Skydance (NASDAQ:PSKY – Get Free Report) last announced its quarterly earnings data on Monday, May 4th. The company reported $0.23 EPS for the quarter, beating analysts’ consensus estimates of $0.15 by $0.08. The company had revenue of $7.35 billion during the quarter. Paramount Skydance had a negative net margin of 2.08% and a positive return on equity of 4.58%. During the same period last year, the business earned $0.22 EPS. As a group, research analysts anticipate that Paramount Skydance Corporation will post 0.62 EPS for the current year.

Paramount Skydance News Summary Here are the key news stories impacting Paramount Skydance this week:

Negative Sentiment: A federal judge granted a 14-day temporary restraining order, pausing the Paramount Skydance-Warner Bros. Discovery merger while the court reviews a lawsuit from 12 state attorneys general over antitrust concerns. Judge orders Paramount to temporarily pause Warner Bros acquisition Negative Sentiment: Multiple reports say the pause creates new execution risk for PSKY’s blockbuster merger plan, raising the chance of delay, renegotiation, or a more difficult path to closing the transaction. Paramount and Warner Bros. merger hit with temporary restraining order Neutral Sentiment: Commentary around the deal suggests the legal setback is the main driver for PSKY trading near record lows, with investors now waiting for the court process and any response from the companies. Paramount Stock Drops After Judge Temporarily Pauses Warner Bros. Acquisition Analyst Upgrades and Downgrades A number of brokerages have recently commented on PSKY. Weiss Ratings reissued a “sell (d-)” rating on shares of Paramount Skydance in a research report on Wednesday, June 24th. Wells Fargo & Company decreased their target price on shares of Paramount Skydance from $8.00 to $7.00 and set an “underweight” rating for the company in a research report on Tuesday, May 5th. Guggenheim lowered their price target on shares of Paramount Skydance from $14.00 to $12.00 and set a “neutral” rating on the stock in a research note on Tuesday, May 5th. Morgan Stanley raised shares of Paramount Skydance from an “underweight” rating to an “overweight” rating and boosted their price target for the stock from $11.00 to $14.00 in a research report on Thursday, April 30th. Finally, Arete Research restated a “sell” rating and set a $2.00 price objective on shares of Paramount Skydance in a research note on Thursday, July 9th. Two equities research analysts have rated the stock with a Buy rating, five have given a Hold rating and nine have issued a Sell rating to the stock. According to data from MarketBeat.com, Paramount Skydance has a consensus rating of “Reduce” and an average price target of $12.00.

Read Our Latest Report on Paramount Skydance

About Paramount Skydance (Free Report)

Paramount Skydance Media Group (Nasdaq: PSKY) is a media and entertainment company created through the proposed combination of Paramount Global’s filmed entertainment and streaming operations with Skydance Media, a privately held content studio. The combined business will encompass the development, production and distribution of feature films, television programming and digital content, drawing on a library of legacy Paramount Pictures franchises alongside Skydance’s blockbuster tentpoles and animation slate.

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ToplineA federal judge temporarily blocked Paramount Skydance’s planned merger with Warner Bros. Discovery on Monday, saying states had raised “serious questions” about whether the deal violates antitrust law—a potentially costly early signal for Paramount, as the company faces billions of dollars in payments if the deal either continues getting delayed or ultimately falls through.

The Paramount Pictures logo is displayed on a water tower in Los Angeles, California, on February 17.

NurPhoto via Getty Images

Key FactsJudge Araceli Martinez-Olguin issued a temporary restraining order Monday that bars Paramount from moving forward with the merger for two weeks, before deciding whether to issue a more lasting order that pauses the deal indefinitely while the litigation moves forward.

Paramount and Warner Bros. are trying to move forward with a $110 billion merger that has faced widespread pushback for allegedly unfairly restricting competition in the entertainment industry, and the ruling came in response to a lawsuit brought against the media company by a coalition of 12 Democratic state attorneys general.

While Martinez-Olguin did not rule Monday on whether Paramount’s deal is lawful, the judge signaled she’s skeptical of the deal, writing the states “make a strong showing that the Transaction will substantially lessen competition” and “raised serious questions about the merits of their antitrust claim.”

The judge’s ruling doesn’t immediately impact Paramount, beyond barring it from closing the deal for the next two weeks, but signals Martinez-Olguin could be inclined to delay the deal indefinitely or kill it entirely, which would prove costly for the media giant.

Under the terms of its deal with Warner Bros, Paramount has to pay a $0.25 per day “ticking fee” per share to Warner Bros. shareholders if the deal doesn’t close by Sept. 30—which would amount to $650 million per quarter or $7 million per day—and has also agreed to pay a $7 billion termination fee if the deal falls through due to regulatory issues.

Paramount said in a statement Monday it was “grateful” for how swiftly the judge issued the order in the case, and said it is “confident the evidence will demonstrate that the State AGs' antitrust arguments are without merit.”

CHIEF CRITIC“This merger is lawful, pro-competitive, and will benefit consumers, creators, workers, and the entertainment industry,” Paramount said. “We will continue to vigorously defend the transaction and will look forward to the hearings on the substance of the State AGs’ action.”

What to Watch forMartinez-Olguin scheduled a hearing for Aug. 3 on whether she should issue a more lasting order to pause the Paramount-Warner Bros. deal. That order could keep the merger on pause indefinitely while the litigation moves forward, which means it could be paused for years, unless an appeals court overrules her.

Crucial QuoteMartinez-Olguin noted in her ruling Monday her temporary order won’t cause Paramount any financial harm for now—but also suggested she isn’t sympathetic to its arguments about how much the delay could cost it. “Even if Defendants argued that they would suffer economic harm as a result of delaying the merger, the equities do not weigh in their favor when contrasted with the potential public harms that would result from consummation of the Transaction, including the loss of competition,” the judge wrote.

Big Number$6 billion. That’s how much Paramount has estimated it and Warner Bros. will save by combining their assets through the merger, Reuters notes, further adding to the costs the company will suffer if the deal doesn’t go through.

Key BackgroundThe states’ litigation is one of several pending lawsuits against Paramount over its planned merger, which was announced in February after Netflix backed off its effort to acquire Warner Bros. and said it couldn’t match Paramount’s bid. Paramount+ subscribers have also sued over the deal, arguing the lack of competition could raise prices for subscribers, and the Writers Guild of America filed suit last week. The union argues the deal could harm film and television writers by reducing competition in the industry and giving writers less options of who they can work for, arguing in a statement a potential merger would mean “writers will be paid less and have fewer employment opportunities.” Paramount has defended the deal amid the widespread criticism and alleged it would actually be “pro-competitive,” as Paramount and Warner Bros.’ new joint entity would be better equipped to compete with other media giants like Netflix, Apple and Disney. States sued Paramount in an effort to block the merger after the federal government cleared it in June, with the Justice Department concluding the deal was “not likely to result in harm to competition or American consumers.” The Trump administration’s approval of the deal has raised concerns, given Paramount CEO David Ellison’s ties to the president. Ellison and father Larry Ellison face a lawsuit from a Paramount investor over their alleged side dealings with the government to get the merger approved, which Paramount has strongly denied.

Further Reading California And Other States Challenge Massive Paramount-Warner Bros. Merger In New Lawsuit (Forbes)

Justice Department Greenlights Paramount-Warner Bros Merger With No Conditions (Forbes)

What The Paramount-Warner Bros. Merger Means For Larry Ellison’s Fortune (Forbes)

Item 1 of 3 Paramount and Warner Bros logos are seen in this illustration taken December 8, 2025. REUTERS/Dado Ruvic/Illustration/File Photo

[1/3]Paramount and Warner Bros logos are seen in this illustration taken December 8, 2025. REUTERS/Dado Ruvic/Illustration/File Photo Purchase Licensing Rights, opens new tab

SummaryCompaniesRuling an early win for statesJudge sets August 3 hearing on longer pauseCosts will mount for Paramount if closing delayed past SeptemberJuly 20 (Reuters) - Paramount Skydance (PSKY.O), opens new tab must pause its $110 billion acquisition of Warner ‌Bros. Discovery (WBD.O), opens new tab through August 3, a federal judge ruled on Monday after a California-led coalition of states argued the merger would irreparably harm competition.

U.S. District Judge Araceli Martínez-Olguín in Oakland handed an early win to the group of states including New York, Colorado and Massachusetts, ​saying they had made a "strong showing" that the deal would unlawfully decrease competition.

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Warner Bros. Discovery shares were ​down as much as 4% on Monday afternoon.

"Today’s decision is an important victory for ⁠all those who would be hurt by this merger, and I look forward to continuing to fight this case," ​said New York Attorney General Letitia James.

The judge will hold a hearing on August 3 on whether the deal ​should be delayed throughout the course of the lawsuit, which could take months to reach a final ruling.

Spokespeople for the companies did not immediately respond to requests for comment. Paramount has said the lawsuit distorts settled antitrust law, and that delaying the transaction would only ​harm entertainment workers who have already suffered through years of industry disruption.

STATES SUEThe lawsuit, filed in Oakland federal ​court, threatens to derail Paramount CEO David Ellison's bid to transform his company into a major rival of Netflix (NFLX.O), opens new tab and Disney (DIS.N), opens new tab.

California and ‌11 states ⁠sued on July 13, arguing the deal would create a media behemoth with the power to raise prices in film and television.

Martínez-Olguín agreed with the states that letting the deal close would likely lead to changes that are hard to undo if the merger is ultimately found to be illegal, such as job cuts and sharing of sensitive ​information.

The judge said the ​deal looks likely to violate ⁠antitrust law if it gives the combined company 27% of the market for distribution of widely-released films as the states have alleged. A final determination would come after ​both sides present evidence at trial.

Paramount Skydance's argument that companies like Amazon and Apple ​have entered the ⁠film market recently was not enough to show the merger is lawful, the judge said.

With fewer distributors, studios could find it easier to pressure theater owners for a greater share of ticket revenue, the states have alleged.

A prolonged interruption could ⁠hurt ​Paramount Skydance financially. For each calendar day the merger is delayed past September ​30, Ellison would be on the hook to pay Warner Bros. shareholders a 25-cent-per-share “ticking fee,” or about $7 million a day, according to the merger agreement, opens new tab.

Reporting ​by Jody Godoy in New York and Dawn Chmielewski in Los Angeles; Editing by Andrea Ricci and Nick Zieminski

Our Standards: The Thomson Reuters Trust Principles., opens new tab

Jody Godoy reports on tech policy and antitrust enforcement, including how regulators are responding to the rise of AI. Reach her at [email protected]

Paramount Skydance's proposed acquisition of Warner Bros. Discovery hit its first official roadblock when a judge granted a temporary restraining order on the merger as part of a lawsuit brought by state attorneys general.

California District Judge Araceli Martínez-Olguín signed off on the order Monday after hearing arguments from both sides in an Oakland courtroom on Friday. The order puts a 14-day pause on anything moving forward with the merger.

Paramount didn't immediately return a request for comment on Monday. Warner Bros. declined to comment.

Last week, a group of state attorneys general led by California's Rob Bonta filed a lawsuit seeking to block the $110 billion acquisition due to antitrust concerns. The proposed deal would unite the storied film studios of Paramount and Warner Bros, the CBS broadcast network, a sprawling portfolio of pay TV networks that includes CNN, TNT, MTV and BET, and streaming services Paramount+ and HBO Max, under one roof.

The lawsuit said that the proposed deal would violate the Clayton Antitrust Act — a more than 100-year-old law that prohibits anticompetitive mergers and acquisitions. The lawsuit was brought by a group of states that also includes Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington.

In Monday's order, Martínez-Olguín said the coalition of state attorneys general presented "compelling evidence that the combined firm resulting from the transaction will possess substantial market share in the wide-release theatrical distribution market."

Paramount's lead trial counsel Jeffrey Kessler said on CNBC earlier this week that the TRO was filed after Paramount indicated its intention was to close the deal as early as July 22, when the company expects to have all regulatory clearances.

During Friday's hearing, Paramount attorneys offered to delay the deal closing until mid-August to sidestep a temporary restraining order.

The states could seek another temporary restraining order after the 14 days, or a preliminary injunction, which would further delay the deal.

Another proposed media deal — the $6.2 billion tie up of broadcast station group owners Nexstar Media Group and Tegna — has been put on pause following a similar lawsuit and preliminary injunction that was granted by a U.S. court. A trial for the lawsuit, which is also being led by Bonta, is set to begin in mid-2027.

The Paramount-WBD deal has been under review by the European Union and the U.K., which provided a new provisional deadline of July 22.

The Antitrust Division of the U.S. Department of Justice signed off on the tie-up in June, clearing it of federal concerns. It has also won approval from several global jurisdictions.

Paramount has said it's on track to close the deal by the end of September.

If the deal were to be delayed beyond then, Paramount could face additional costs, namely a so-called ticking fee that kicks in if it's not closed after Sept. 30. The fee would be an additional 25 cents paid to WBD shareholders per quarter until closing — which would equal about $650 million in cash value per quarter.

Paramount also agreed to a $7 billion breakup fee if the deal does move forward due to regulatory concerns.

Bonta called the merger unlawful and said it would "lead to higher prices, lower quality, and less content for film and television, harming movie theaters, basic cable distributors, and ultimately, audiences on every sofa and movie theater seat in the U.S."

The states that brought the lawsuit against the deal said they believe that the merged entity would control nearly one-third of films and nearly a third of basic cable TV programming.

Paramount has defended the deal as "pro-competitive."

In court papers filed on Thursday, Paramount said the temporary restraining order "presents one of the weakest merger challenges in modern antitrust history."

The company said the deal would "produce more high-quality content for consumers; it will incentivize investment in job-creating film production; it will stabilize basic cable television (which is gravely threatened by cord cutting); and it will increase the output of theatrical releases in a challenged entertainment landscape."

— CNBC's Sarah Whitten and Stephen Desaulniers contributed to this article.

A federal judge slapped Paramount’s $110 billion acquisition of Warner Bros. Discovery with a temporary restraining order, after a group of 12 Democratic state attorneys general led by California sued to block the deal, arguing it would harm consumers and reduce competition.

US District Judge Araceli Martínez-Olguín on Monday issued the order barring Paramount from closing the transaction for 14 days, scheduling an Aug. 3 hearing for the states’ motion for a preliminary injunction – a more serious potential freeze of the mega-merger.

The Paramount tower at the Paramount Studios lot. Getty Images Executives at Paramount and Warner Bros. had reportedly been expecting such a decision – but the real concern is whether a preliminary injunction will be granted, pushing the tie-up dangerously closer to a crucial September deadline.

An aerial view of the Warner Bros. Studio lot. Getty Images If the deal is not completed by Oct. 1, a costly “ticking fee” kicks in, adding 25 cents per share to the cost of the acquisition for each quarter it is not completed — coming to a painful $7 million per day.

Paramount and the White House did not immediately respond to The Post’s requests for comment. Warner Bros. Discovery declined to comment.

The deal would combine HBO Max, Paramount+, HBO, CBS, CNN and thousands of movie titles under one company, led by David Ellison, the son of Oracle billionaire and close Trump ally Larry Ellison.

California Attorney General Rob Bonta, a Dem has argued the merger would lead to “higher prices, lower quality, and less content for film and television, harming movie theaters, basic cable distributors, and ultimately, audiences on every sofa and movie theater seat in the US.” 

Paramount and Warner Bros. logos. Paramount is hoping to acquire Warner Bros. Discovery. REUTERS The states’ July 13 lawsuit argued the new conglomerate would control nearly one-third of the US theatrical film distribution market and almost one-third of the nation’s basic cable programming.

It was filed just days after reports that advisers close to Ellison had encouraged him to consider relocating Paramount’s headquarters and shifting as much as $30 billion in planned spending outside California if Bonta sued to stop the merger.

Paramount has repeatedly defended the merger against antitrust accusations, noting that it has been greenlit by several global regulators – including the Trump administration’s Justice Department – and sticking to its goal to close the deal by the end of September.

Any pause on the deal also keeps the future ownership of CNN in limbo for weeks longer. The network’s top anchors have reportedly grown panicked over the network’s future independence after David Ellison installed Bari Weiss to run CBS News following his acquisition of Paramount.

The delay is intended to give the court time to consider a lawsuit that argues the $111 billion merger violates antitrust laws.

Image Credits:Paramount 10:58 AM PDT · July 20, 2026

Paramount Skydance’s proposed acquisition of Warner Bros. Discovery has hit a roadblock after a judge temporarily paused the deal in response to a lawsuit filed by a coalition of 12 state attorneys general who argue that the merger would harm competition.

U.S. District Judge Araceli Martínez-Olguín issued a 14-day pause on Monday after hearing arguments from both sides last week. The coalition, which is being led by California Attorney General Rob Bonta, could seek another pause after the 14 days, further delaying the merger.

The lawsuit from the states alleges that the deal would harm movie theaters, basic cable distributors, and audiences. They argue that if the two companies are allowed to merge, it would lessen competition in three areas: wide release theatrical film distribution, “top-grossing” theatrical distribution, and basic cable licensing.

“This is a critical first win in our case to ensure this megamerger never sees the light of day,” said Attorney General Bonta in a statement. “History tells the tale of what happens when a few people have great power over markets that are central to Americans’ lives: fewer opportunities for more people, worse products and services for all people. With our lawsuit, we’re fighting for a free and fair market and a thriving film and television industry that serves creatives and audiences alike. We have a full tank of gas, the law on our side, and look forward to continuing to make our case.”

The deal would combine two notable film studios as well as streaming platforms Paramount+ and HBO Max. It would also create one of the largest portfolios of television networks, bringing together Paramount’s CBS and MTV with WBD’s CNN and HBO.

Paramount CEO David Ellison had said in May that the transaction was on track to close by September. The legal roadblock has the potential to derail Paramount’s efforts to transform into a major competitor to companies like Netflix.

The proposed acquisition has received scrutiny from filmmakers, actors, and industry professionals who argued that the deal would reduce competition and further consolidate the U.S. media industry. 

Paramount and WBD did not immediately respond to TechCrunch’s requests for comment.

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Paramount Skydance may have won the battle to buy Warner Bros. Discovery — but its war against rival Netflix is still raging.

That, at least, is what some executives inside the media giant known as PSKY are privately saying about the plight of their $80 billion deal to buy WBD, which in February edged out an offer from Netflix.

Specifically, they believe a bombshell lawsuit from 12 state attorneys general filed last week to block the mega-merger has Netflix’s fingerprints all over it.

I must admit that this assessment, described to me by multiple people inside PSKY, has a ring of paranoia to it.

The evidence, such as it is, is more surmise than tangible.

The gist is that the leaders of the suit, California Attorney General Rob Bonta and New York AG Tish James, are both fellow travelers in the progressive ecosystem — just like Netflix — and that they are being coaxed by Netflix to bring a case that could disarm a right-of-center competitor.

True, Bonta may share some of the same politics as people at Netflix, but he doesn’t need CEO Ted Sarandos to tell him how this case is a gold mine for him.

For a California politician who aspires to be governor someday, it’s a no-brainer to make hay out of the fact that Larry Ellison, the mega-billionaire behind his son’s deal, is a close ally of Donald Trump.

Attorney General Rob Bonta holds a press conference announcing that California will sue to block Paramount’s $110 billion acquisition of Warner Bros. Discovery in Los Angeles, California, U.S., July 13, 2026. REUTERS DOJ Antitrust greenlighted the deal in record time in the hopes of MAGA ownership over the likes of CNN, CBS and lots of cable channels and studios.

And yet Paramount Skydance appears to think some studio executives are pulling those strings.

It seems that every press release in response to Bonta’s lawsuit has a Netflix reference, highlighting how the deal will create a viable competitor that can prevent Netflix from overpricing the most popular way entertainment and news is now consumed.

“I will say it is odd that Paramount seems weirdly obsessed with Netflix,” Rich Greenfield recently told me and my partner Bob Sloan on our “Risk and Return” podcast.

“Everything they put out has ‘Netflix’ multiple times.”

Ted Sarandos arrives on the red carpet before the 27th Mark Twain Prize for American Humor Award at the Kennedy Center for the Performing Arts in Washington, DC on Sunday, June 28, 2026. Bonnie Cash/UPI/Shutterstock Leave La La land? This “obsession” might explain why the company on the eve of the lawsuit leaked an odd bit of news: That David Ellison is being advised simply to move his headquarters out of Los Angeles, rather than deal with people like Bonta.

Left out of the overheated coverage of this “move” has been a simple reality check: It’s one thing to, say, take Tesla’s Gigafactory out of Cali for the friendlier confines of Texas, as Elon Musk did.

But try doing that with a media company that will own a pair of iconic, century-old studio lots if the deal is consummated.

“It is sort of funny when you have all of your talent basically in New York and LA, you’re going to have all of your senior management team flying around the country to do meetings with talent?” Greenfield added.

“Give me a break.”

Paramount Skydance CEO David Ellison speaks during the Bloomberg Screentime conference in Los Angeles on October 9, 2025. AFP via Getty Images That said, everyone in the media knows Netflix is loving the drama.

The suit could weaken a competitor even if the deal closes.

A ticking fee of $650 million every quarter if it doesn’t close by September is just one problem.

Another is that integration is time-consuming and could be delayed until 2027 if a Biden-appointed federal judge grants a preliminary injunction against the deal, setting the stage for a lengthy court battle.

The Ellisons understand not only this, but also the fact that their strong legal hand doesn’t really matter here.

Just read the complaint and you get the feeling Bonta is living in the 1990s — ignorant of YouTube, streaming, the rise of Amazon, Apple and social media, everything that has upended legacy media.

With cord cutting rampant in the streaming era, where’s the monopoly pricing power in controlling more than 50 cable channels or maintaining two studios?

The ‘Trump’ link It’s all beside the point, of course.

Bonta wants a political spectacle.

He has all but admitted it.

Just as Paramount doesn’t miss a chance to mention Netflix in its defense, Bonta doesn’t miss a chance to mention Trump in his rationale for bringing the case, that the president relishes one of his best buds in charge of a vast news and entertainment empire. It’s as if in suing the Ellisons he’s suing The Donald.

So despite his tough legal hand, Bonta will milk this for all it’s worth.

The Ellisons’ inability to integrate CBS, CNN, studios and streaming services would certainly make Sarandos’s year after his humiliating defeat in the months-long WBD bidding war.

And who knows what the future has in store if this deal fails?

Maybe Netflix will be back.

“I say there’s a 20-to-1 chance,” one person inside the deal told me.

“But all that it takes is one crazy, left-wing judge.”

Reps for PSKY and Netflix didn’t comment.

, /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") today announced the extension of the Expiration Dates in connection with the previously announced (i) offers to purchase (the "Tender Offers" and each, a "Tender Offer") for cash, upon the terms and subject to the conditions set forth in the related offer to purchase (the "Offer to Purchase"), any and all of the identified notes in each series of the Existing Tender Offer Notes (defined by reference to the table set forth below) issued by Discovery Global Holdings, Inc. (formerly WarnerMedia Holdings, Inc.) (the "DGH Issuer") and Discovery Communications, LLC (the "DCL Issuer" and together with the DGH Issuer, each a "WBD Issuer" and collectively the "WBD Issuers"), as applicable, and (ii) offers to exchange (the "Exchange Offers" and each, an "Exchange Offer" and, together with the Tender Offers, the "Offers" and each, an "Offer"), upon the terms and subject to the conditions set forth in the related exchange offer memorandum (the "Offering Memorandum"), any and all of the identified notes in each series of the Existing Exchange Offer Notes (defined by reference to the table set forth below) (together with the Existing Tender Offer Notes, the "Offer Notes") issued by the applicable WBD Issuer for notes to be newly issued by Paramount.

The Expiration Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) have been extended to 5:00 p.m., New York City time, on July 31, 2026, unless further extended. The Settlement Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) will occur promptly after the Expiration Date and are currently anticipated to occur in the third quarter of 2026. Paramount anticipates extending the Expiration Date for such Tender Offers and Exchange Offers until such time that would result in the Settlement Dates occurring on or promptly following the closing date of the proposed acquisition (the "Acquisition") by Paramount of Warner Bros. Discovery, Inc. ("WBD"). Tenders of the Offer Notes in the Offers may be withdrawn at any time prior to the Expiration Date. The aforementioned extensions further extend the Expiration Dates previously extended by Paramount on June 12, 2026, June 26, 2026, and July 13, 2026.

As of 5:00 p.m., New York City time, on July 16, 2026, approximately 66.16% and 75.95% of the aggregate principal amount of the Existing Tender Offer Notes and Existing Exchange Offer Notes, respectively, have been validly tendered in the applicable Offers. As Paramount previously announced that it anticipates extending the Offers to align with the closing date of the Acquisition, Paramount does not view these figures to be representative of the final results of the applicable Offers.

Information about each series of Offer Notes eligible to participate in the Offers is summarized below.

Type of Offer

Offer Notes to be Tendered
or Exchanged, as
Applicable

Issuer of Offer Notes

CUSIP No. / Common Code
/ ISIN Eligible to
Participate in the Offers (1)

Aggregate Principal
Amount of Offer Notes
Eligible to Participate in the
Offers (2)

Tender Offer

3.950% Senior Notes due
2028

DCL Issuer

25470D CP2

US25470DCP24

$1,234,458,000

Exchange Offer

4.125% Senior Notes due
2029

DCL Issuer

25470D CQ0

US25470DCQ07

$655,825,000

Exchange Offer

3.625% Senior Notes due
2030

DCL Issuer

25470D CR8

US25470DCR89

$914,183,000

Exchange Offer

5.000% Senior Notes due
2037

DCL Issuer

25470D CS6

US25470DCS62

$453,281,000

Exchange Offer

6.350% Senior Notes due
2040

DCL Issuer

25470D CT4

US25470DCT46

$438,102,000

Exchange Offer

4.950% Senior Notes due
2042

DCL Issuer

25470D CU1

US25470DCU19

$130,366,000

Exchange Offer

4.875% Senior Notes due
2043

DCL Issuer

25470D V91
CV9US25470DC

$141,584,000

Exchange Offer

5.200% Senior Notes due
2047

DCL Issuer

25470D W74
CW7US25470DC

$3,161,000

Exchange Offer

5.300% Senior Notes due
2049

DCL Issuer

25470D X57
CX5US25470DC

$247,860,000

Tender Offer

3.755% Senior Notes due
2027

DGH Issuer

254948 AH5

US254948AH58

254948 AN2

US254948AN27

U25483 AA3

USU25483AA38

$1,189,336,000

Exchange Offer

4.054% Senior Notes due
2029

DGH Issuer

254948 AJ1

US254948AJ15

254948 AP7

US254948AP74

U25483 AB1

USU25483AB11

$1,353,828,000

Exchange Offer

4.279% Senior Notes due
2032

DGH Issuer

254948 AK8

US254948AK87

254948 AQ5

US254948AQ57

$2,691,764,000

Exchange Offer

5.050% Senior Notes due
2042

DGH Issuer

254948 AL6

US254948AL60

254948 AR3

US254948AR31

U25483 AD7

USU25483AD76

$4,104,687,000

Exchange Offer

5.141% Senior Notes due
2052

DGH Issuer

254948 AM4

US254948AM44

254948 AS1

US254948AS14

$949,883,000

Exchange Offer

4.302% Senior Notes due
2030

DGH Issuer

XS3393993285

339399328

€234,382,000

Exchange Offer

4.693% Senior Notes due
2033

DGH Issuer

XS3393994507

339399450

€316,641,000

__________

(1)

No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the Offer Notes. Such identifiers are provided solely for the convenience of the holders.

(2)

Represents the aggregate principal amount of Offer Notes outstanding that are eligible to participate in the Offers.

The Exchange Offers are being made pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, and are also not being registered under any state or foreign securities laws. Any securities offered pursuant to the Exchange Offers may not be offered or sold in the United States or to any U.S. persons (as defined below) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers will only be made, and the securities offered pursuant to the Exchange Offers are only being offered and issued, to holders of applicable Existing Exchange Offer Notes who are (a) reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act or (b) not "U.S. persons," as defined in Rule 902 of Regulation S under the Securities Act (such holders, "Eligible Holders"), and only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. The eligibility certification is available electronically at: https://gbsc-usa.com/eligibility/paramount. 

General

Each Offer is a separate offer, and each may be individually consummated, amended, extended, terminated, or withdrawn, subject to certain conditions and applicable law, at any time in Paramount's sole discretion, and without also consummating, amending, extending, terminating, or withdrawing any other Offer with respect to any other series of Offer Notes. Paramount may terminate an Offer if any of the conditions of such Offer described in the Offer to Purchase or Offering Memorandum, as applicable, are not satisfied or waived by the applicable Expiration Date, subject to applicable law. In addition, Paramount may waive the conditions to an Offer without extending such Offer in accordance with applicable law.

The Offers are being made solely by Paramount and are not being made by WBD or the WBD Issuers. None of Paramount, WBD, the WBD Issuers, the Dealer Managers, the Exchange Agent (as defined below), the Information Agent (as defined below), the trustees under each of the indentures governing the Offer Notes, the trustee or collateral agent under the indenture that will govern the notes to be issued in the Exchange Offers, or any affiliate of any of them makes any recommendation as to whether any holder of Offer Notes should tender or refrain from tendering all or any portion of the principal amount of such holder's Offer Notes for cash or notes to be issued in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision whether to tender Offer Notes in any Offer and, if so, the amount of Offer Notes to tender.

Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Exchange Offers. Paramount has engaged Global Bondholder Services Corporation to act as the exchange agent (in such capacity, the "Exchange Agent") and information agent (in such capacity, the "Information Agent") for the Offers. Questions concerning the Offers, or requests for additional copies of the Offer to Purchase or Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2014 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at [email protected]. Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Offers. The Exchange Offer documents and the Tender Offer documents can be accessed at the following link: https://gbsc-usa.com/paramount. 

Paramount has engaged BofA Securities and Citigroup as dealer managers (in such capacity, the "Dealer Managers") for the Offers. Holders with questions regarding the Offers should contact BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980) 388-3646 (collect) or [email protected] or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 or [email protected]. Latham & Watkins LLP is serving as legal counsel to Paramount and Cahill Gordon & Reindel LLP is serving as legal counsel to the Dealer Managers.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security, and does not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

About Paramount, a Skydance Corporation

Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.

PSKY-IR

Cautionary Note Concerning Forward-Looking Statements

This communication contains "forward-looking statements" regarding the Acquisition and the other transactions referred to herein. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Paramount. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; potential adverse effects to the businesses of Paramount or WBD during the pendency of the Acquisition, such as employee departures or distraction of management from business operations; negative effects of the announcement or the consummation of the Acquisition on the market price of WBD or Paramount stock; the risk of stockholder litigation relating to the Acquisition, including resulting expense or delay; the potential that the expected benefits and opportunities of the Acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to the streaming business of the post-Acquisition combined business (the "Combined Company"); the adverse impact on the Combined Company's advertising revenues as a result of changes in consumer behavior, advertising market conditions, and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to the Combined Company's decision to invest in new businesses, products, services, and technologies, and the evolution of the Combined Company's business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of the Combined Company's content; damage to the Combined Company's reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining the Combined Company's intellectual property rights; domestic and global political, economic and regulatory factors affecting the Combined Company's business generally or the Acquisition; the inability to hire or retain key employees or secure creative talent; disruptions to the Combined Company's operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount's ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies, including in the amounts or on the timelines anticipated to realize such synergies; litigation related to the Acquisition and other matters or transactions; risks associated with the Combined Company's holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to our indebtedness, including our substantial outstanding debt obligations, our ability to incur substantially more debt and our ability to meet the financial and other covenants contained in the agreements governing the indebtedness of Paramount, WBD, or the Combined Company. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, including in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," Paramount's most recently filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 4, 2026, including in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," and Paramount's subsequent filings with the SEC, and in WBD's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the section captioned "Item 1A. Risk Factors," WBD's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 6, 2026, and WBD's subsequent filings with the SEC. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.

SOURCE Paramount Skydance Corporation

Executives at Paramount and Warner Bros. Discovery reportedly fear a judge will hit pause on their massive $110 billion merger in the coming days – putting the deal on hold for weeks as it nears a crucial deadline.

The Hollywood behemoths had been hoping to finalize the deal next week, according to CNN, but a coalition of 12 Democratic state attorneys general on Monday requested a temporary restraining order blocking the acquisition due to antitrust concerns.

People close to the matter told CNN they anticipate the TRO will be granted, putting the deal on hold for at least two to three weeks – and pushing Paramount and Warner Bros. dangerously closer to a September deadline.

Paramount Skydance CEO David Ellison is facing several legal challenges to his proposed acquisition of Warner Bros. AFP via Getty Images Executives remain confident the deal will still eventually go through, especially as it has already received the greenlight from the Trump administration.

“The deal will get done one way or another,” one suit told CNN.

But a restraining order would push executives closer to an Oct. 1 deadline, when — if the deal is not yet completed — a costly “ticking fee” kicks in. That adds 25 cents per share to the cost of the merger for each quarter it is not completed.

A pause would also keep the future ownership of CNN in limbo for weeks longer, as star anchors and staffers have reportedly grown panicked over the network’s editorial independence – after Paramount boss David Ellison installed Bari Weiss to run CBS News.

Warner Bros. declined to comment. Paramount Skydance did not immediately respond to The Post’s request for comment.

In the lawsuit filed Monday, led by California Attorney General Rob Bonta, the blue state prosecutors argued the tie-up would violate antitrust laws, raising prices for consumers and harming the already-struggling movie theater industry. 

The proposed merger would combine HBO Max, Paramount+, HBO, CBS, CNN and thousands of movie titles under one company, as well as TV hits like “Heated Rivalry,” “1923” and “Landman.”

According to the complaint, the combined company would control nearly one-third of the US theatrical film distribution market and almost one-third of the nation’s basic cable programming.

Twelve Democratic state attorneys general sued to block the Paramount-Warner Bros. Discovery tie-up this week. Getty Images It was filed days after reports that advisers close to Ellison had encouraged him to consider moving Paramount’s Los Angeles headquarters and shifting as much as $30 billion in planned spending outside California if Bonta sued to stop the merger.

Federal Communications Commission Chair Brendan Carr said Wednesday he doubts the lawsuit will succeed, adding that it “really isn’t a legitimate antitrust case.”

Paramount has repeatedly defended the merger against antitrust accusations, recently noting that it has already been rubber-stamped by several global regulators – including the US Department of Justice – and sticking to its aim to close the deal by the end of September.

Behind closed doors, Paramount was reportedly hoping to finalize the mega-merger this month, believing it would secure all the necessary approvals in time.

Opponents have questioned whether the DOJ’s approval of the Paramount-WBD deal last month was a result of close ties to the White House, as David Ellison and his billionaire father, Oracle founder Larry Ellison, have repeatedly received praise from President Trump.

FCC Chair Brendan Carr said he doubts the antitrust challenge against the mega media merger will succeed. Getty Images The deal has also faced challenges abroad — UK officials have hinted at potential intervention in the deal, while the European Union forced Paramount to offer concessions to secure approval.

In the meantime, a federal judge in California has scheduled a Friday hearing to consider the US states’ request for a temporary restraining order. 

If the restraining order is granted, then the AGs and media execs will battle over a preliminary injunction, which would keep the deal on hold for months longer.

The deal is also facing an April lawsuit filed on behalf of Paramount+ subscribers that alleges the deal would hike subscription prices and reduce choices for consumers. 

On Tuesday, the Writers Guild of America filed its own lawsuit to challenge the acquisition, alleging it would cause “specific harm” to American movie and TV writers by reducing the number of Hollywood buyers.

A fourth lawsuit was filed Tuesday by Paramount investors accusing David and Larry Ellison of striking an illegal deal with Trump for approval of the deal, including promised changes to CNN and a $16 million settlement with CBS, which David Ellison also owns.

Despite the mounting legal challenges, Paramount has said it still expects to close the deal by September.

“The company believes strongly in this, and they would take this up to the Supreme Court if they had to,” Jeffrey Kessler, Paramount’s lead counsel, told CNBC Tuesday, saying the company would “absolutely” appeal if a judge approves the TRO.