Paramount reaches deal with California, other states over Warner merger

The California’s attorney general’s office announced a settlement Monday resolving a 12-state legal challenge to Paramount Skydance’s $110 billion merger with Warner Bros. Discovery, clearing a key hurdle for the transaction. The merger would join together two historic film studios (Paramount and Warner Bros.), two popular streaming platforms (Paramount+ and HBO Max) and two news organizations (CBS News and CNN) under the leadership of 43-year-old mogul David Ellison. The states opposing the deal, led by California Attorney General Rob Bonta, sued to block the merger July 13, arguing in a 38-page complaint that it would “extinguish competition” in Hollywood. The terms of the settlement include a pledge by the company to release 30 films per year for the first two years of the deal, followed by 32 films in each of the following three years — or pay a fee for missing that target. Bonta also said that the combined company would invest more than $1 billion in production and film releases in the United States. Paramount is also pledging to establish independent editorial boards overseeing the operations of CNN and CBS News. Also on Monday, the Writers’ Guild announced it had settled its lawsuit with Paramount. The, which is made up of over 21,000 total members, said in its statement that it is still opposed the deal, but after the states moved to drop their case, it had to “contend with the reality of forging ahead alone.” As part of its settlement terms, the union said Paramount has agreed “to prohibit writer layoffs at CBS News Broadcast for 5 years, and to pay $17.5 million to our health fund along with our attorneys’ fees in the litigation.” Paramount had agreed to freeze the merger until either the antitrust challenge was resolved or June 1, 2027 — whichever came first. Judge Araceli Martínez-Olguín of the U.S. District Court for the Northern District of California, who is presiding over the case, had scheduled an antitrust trial for early March. The fee of $30 million per missed film will be paid into health care and retirement trust funds associated with Hollywood unions, such as the Writers Guild of America, International Alliance of Theatrical Stage Employees and Directors Guild of America. In a statement Monday, Ellison said, “We are grateful to Attorney General Bonta and his fellow AGs, as well as the WGA, for engaging in good faith to find a path forward to a resolution that serves all parties, and to Governor Newsom for his support throughout this process.” “Our goal has always been to build a stronger Hollywood — one with more stories told, greater choice for consumers and stronger competition,” he added. Shares of both Paramount and Warner soared more than 10% as reports of the settlement circulated early in the day. Additionally, as part of the states’ settlement agreement, “the merged company must conduct negotiations for Paramount basic cable channels independently from negotiations for Warner basic cable channels, preserving the existing competitive dynamic between the companies,” New Jersey’s Attorney General Jennifer Davenport said in a statement. “The merged company will commit $47.5 million in a workforce fund over five years for training and career development for workers who are displaced by the merger,” the statement said. The lawsuit challenging the deal was filed by Bonta and his fellow Democratic attorneys general from Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington. They argued that the transaction violated Section 7 of the Clayton Antitrust Act of 1914, a federal law that bars mergers likely to reduce competition. The states said the deal would lessen competition in three areas: wide-release theatrical film distribution, anticipated top-grossing movie distribution and the market for distributing basic cable channels to cable and satellite providers. Paramount rejected those claims, arguing that the states’ suit is “wrong on both the facts and the law” and “one of the weakest merger challenges in modern antitrust history.” Paramount executives had been eager to wrap up the deal as soon as possible partly because the company agreed to pay Warner shareholders a “ticking fee” of 25 cents a share each quarter if the transaction did not close by Sept. 30 — a penalty worth more than $600 million every three months. In August, Paramount’s lawyers asked Martínez-Olguín to require the merger’s legal opponents, which also includes the Writers Guild, to put up a nearly $1.9 billion bond. The money, the company said, would cover the costs of delays caused by the antitrust lawsuit. The Justice Department threw its support behind Paramount’s demand that the opponents should be forced to post a bond as the price of continuing to block the merger. Martínez-Olguín had scheduled a hearing on Paramount’s bond request for Sept. 24. Hollywood’s mixed views on merger Paramount had already received regulatory clearance from the Justice Department, which approved the deal June 12, and it has touted similar approvals from other foreign territories, including Australia, Canada and China. The deal was given the green light by the European Commission on July 21, which required the company to divest its stake in United International Pictures and not enter any film distribution deals with Universal in the European Economic Area for 10 years. The merger also has the backing of AMC Theatres and Regal Cinemas, the largest movie theater chains in the U.S. by number of locations and screens. But many outspoken actors, writers and producers in Hollywood have rallied behind efforts to block the merger, arguing in an open letter earlier this year that further corporate consolidation of the entertainment industry will “threaten the sustainability of the entire creative community.” Paramount has repeatedly insisted the deal is “lawful, pro-competitive, and will benefit consumers, creators, workers, and the entertainment industry.” The company has argued that big studios face healthy competition from smaller film distribution labels, including recent hitmakers Amazon MGM (“Project Hail Mary”), A24 (“Backrooms”) and Lionsgate (“Michael”). The actors’ union SAG-AFTRA issued a statement shortly after a settlement was reached saying it believes the terms address “some of our deep concerns about production levels and investment in U.S. production” “We will continue to approach our relationship with Paramount with professionalism and the intention to work well together,” SAG-AFTRA President Sean Astin and National Executive Director and Chief Negotiator Duncan Crabtree-Ireland said in the statement. “We hope that the process of engaging with the attorneys general has impressed upon them the fact that in addition to collective bargaining, our members rely on the law to help protect our interests.. These are the lowest standards that our employers must meet.” On Sunday and Monday, members of the Committee for the First Amendment, a free-speech advocacy group headed by actor Jane Fonda — organized rallies in Oakland, Calif. outside Bonta’s office, and in New York City, outside of New York Attorney General Letitia James’ office. Holding signs reading “#BlockTheMerger,” the protesters called on attorneys general from the states suing Paramount to “stay strong” and resist making concessions in negotiations. “We just want to thank everyone for listening, we want people to spread the word and let everyone know: this merger is bad,” said Bruce Cohen, a producer who was among the rally attendees and speakers on Monday. “It’s bad for Hollywood, it’s bad for workers, it’s bad for democracy.”