--- title: Twelve US States Are the Last Thing Blocking Paramount's Warner Bros. Takeover description: Paramount cleared antitrust in 68 countries to buy Warner Bros. Discovery, but 12 US states are suing to block the largest media merger in Hollywood history. author: Darie Nani (Editor-in-Chief) updated: 2026-08-15T07:14:42.507Z canonical: https://www.sovereignmagazine.com/article/twelve-us-states-are-the-last-thing-blocking-paramount-s-warner-bros-takeover categories: Markets content_type: News region: Global publication: Sovereign Magazine schema_type: Article --- Paramount Skydance has now cleared every antitrust regulator it needs to buy Warner Bros. Discovery, after an eight-month review across 68 countries that included the European Union, the United Kingdom, Australia, Canada, Brazil, China and the US Department of Justice. Mexico signed off last, on Aug. 14. The deal, worth about $81 billion in equity and nearly $111 billion once Warner Bros. Discovery's debt is counted, is closer to closing than at any point since it was struck. One obstacle remains, and it is entirely domestic: a lawsuit by 12 state attorneys general, led by California, that has already persuaded a federal judge to freeze the merger. The agreement, reached in February, has Paramount paying $31 a share in cash, a bid that beat a $27.75 offer from Netflix and would make the combination the largest in Hollywood history. Warner Bros. Discovery's shareholders have approved it. Paramount was itself bought last year by David Ellison's Skydance, and it is taking on billions of dollars in debt to fund the purchase. David Ellison, Paramount's chief executive, has cast the run of approvals as proof the deal is sound. “We are grateful that competition authorities in nearly 70 jurisdictions worldwide have independently and thoroughly reviewed this transaction and reached the same conclusion: it is pro-competitive, pro-consumer and pro-worker,” he said, calling the state lawsuit the final obstacle to closing. To ease the litigation, Paramount has offered concessions, including Ellison's pledge to release at least 30 films a year, keep a 45-day window for films in theaters before they stream, and let HBO carry on operating as HBO. ## Twelve States Say the Deal Would Hand One Company a Third of US Film and Cable California's attorney general, Rob Bonta, leads the coalition trying to stop the merger, joined by Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington. Their suit, in the US District Court for the Northern District of California, says the merger breaks Section 7 of the Clayton Act, which bars deals that may substantially lessen competition or tend to create a monopoly. [The states argue the merger would combine two of Hollywood's five major film distributors and two of its five major basic-cable owners](https://oag.ca.gov/news/press-releases/attorney-general-bonta-files-lawsuit-block-110-billion-warner-brosparamount), leaving one company with nearly a third of theatrical film distribution and nearly a third of basic cable programming in the United States. That concentration, Bonta's office says, would push prices up, speed the decline of movie theaters, and shrink the range and quality of what gets made. “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,” Bonta said. The states have already won an early round. Judge Araceli Martínez-Olguín granted a temporary restraining order, writing that they had shown compelling evidence the combined firm would hold substantial market share in wide-release theatrical film, and that the deal was likely to break antitrust law on that ground alone. > "The plaintiff states make a strong showing that the transaction will substantially lessen competition in the wide-release theatrical distribution market." > — Judge Araceli Martínez-Olguín, US District Court, Northern District of California ## The Justice Department Reached the Opposite Conclusion The states are dissenting from a conclusion the US government itself reached. In June, the Justice Department closed its own eight-month investigation, which examined more than two million documents, and found the merger was not likely to harm competition. The Antitrust Division said the deal would increase competition across the media and entertainment industry, with benefits for American consumers and workers, noting the combined company would still be competing against larger streaming rivals in Netflix, Amazon and Disney. The gap between the two sides comes down to how the market is drawn. The Justice Department and the overseas regulators looked at the broad business of entertainment, where streaming platforms compete for the same viewers and no single company dominates. The states drew a narrower boundary around theatrical film distribution and basic cable, the older businesses where a combined Paramount and Warner Bros. would be one of the biggest players. The trial will turn largely on which definition a judge accepts. Under a stipulation Paramount has signed, the companies will not close before June 1, 2027, or five days after a trial, whichever comes first. For every quarter the deal stays open past September, Paramount owes Warner Bros. investors a fee of about $650 million. ## A Completed Deal Would Leave Hollywood With Four Major Studios Warner Bros. Discovery brings the Warner Bros. film studio, HBO Max, CNN, DC Studios and Discovery+, along with franchises including Harry Potter, Barbie, Superman and Game of Thrones. Paramount owns Paramount Pictures, CBS, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+ and Pluto TV, plus Top Gun, Mission: Impossible and The Godfather. In 2025, Warner Bros. releases took about 21% of the US box office, against roughly 6% for Paramount. When Disney bought most of 21st Century Fox in 2019, Hollywood's big six studios became a big five. This deal would cut the field again, to four, alongside Disney, Universal and Sony. Paramount plans to fold Paramount+ and HBO Max into one service. The two hold about 3% and 12% of US on-demand subscriptions, according to the streaming guide JustWatch, which would put a combined platform near 15%, still behind Amazon Prime Video at 17%, Netflix at 19% and Disney's Hulu and Disney+ at about 27%. The merger would also place CNN under the same owner as CBS News, though Paramount has not said whether CNN would keep its own name. ## FAQ **Q: What is the status of the Paramount-Warner Bros. Discovery merger?** Paramount Skydance says it has cleared every antitrust regulator the deal needs, across 68 countries including the EU, the UK and the US Department of Justice. The only remaining obstacle is a lawsuit by 12 state attorneys general, which has already frozen the merger through a court order. **Q: Why are 12 states suing when the Justice Department and 67 other countries approved the deal?** State attorneys general can bring their own antitrust claims independently of the federal government. The coalition, led by California's Rob Bonta, argues the merger violates Section 7 of the Clayton Act. The dispute largely turns on how the market is defined: the Justice Department looked at the broad streaming market, while the states focus on theatrical film distribution and cable, where the combined company would be far larger. **Q: How much is the deal worth?** About $81 billion in equity, or nearly $111 billion including Warner Bros. Discovery's debt, at $31 a share in an all-cash deal. It would be the largest media merger in Hollywood history. **Q: What would the combined company own?** Everything in Paramount's stable, including Paramount Pictures, CBS, Paramount+ and Pluto TV, plus Warner Bros. Discovery's Warner Bros. film studio, HBO Max, CNN, DC Studios and Discovery+. The states allege it would control nearly a third of US theatrical film distribution and nearly a third of basic cable programming. **Q: When could the merger close?** Not before June 1, 2027, or five days after an antitrust trial, whichever comes first, under a stipulation Paramount signed with the states. Until then, Paramount owes a fee of about $650 million each quarter the deal stays open past September.