Judge Araceli Martínez-Olguín has signed off on Paramount’s legal settlement with 12 state attorneys general, clearing the final hurdle for its $110 billion merger with Warner Bros. Discovery.
“The proposed consent decree reflects a settlement between the parties that is a fair, reasonable, and good faith approach to address the competitive harms alleged in the Complaint, and does not violate the law or public policy,” Martínez-Olguín wrote in her order on Wednesday.
“In years to come, we’ll be able to point to this failure to put consumers over the monied interests of corporate consolidation as the tipping-point moment for media in this country,” the Block the Merger coalition said in a statement opposing the decision. “Allowing the Paramount Skydance-Warner Bros. Discovery merger to move forward with no meaningful structural remedies will cost jobs, mute creativity, weaken independent journalism and damage our First Amendment rights. The ripples of this merger will be far-reaching, long-lasting, and impossible to contain.
“If there is one discernible benefit to the approval of this corporate takeover, it’s that people are now wide awake and paying attention – and their anger is not going to fade away. We are going to build on this movement to stand united as creatives, policy experts, and public advocates to achieve enduring media policy change that funds and diversifies our media and safeguards its independence. We are going to ensure the government protects the interests of everyday people and prevents them from continuing to be bulldozed for those of oligarch billionaires. We are going to continue the fight.”
Under the terms of the settlement, Paramount has agreed to a minimum investment of $300 million per year for five years in U.S. film and TV production, amounting to a total of $1.5 billion. The company will also release at least 30 films per year theatrically in the first two years of the deal and 32 films per year in the three years after that.
At least four films per year must be independent films and at least 20% must be blockbusters, although the consent decree defines independent films as movies “based on an original screenplay” or simply co-produced by Paramount. If Congress passes a federal film tax credit, Paramount agreed that 20% of all film production must be in the U.S. for the first two years of the merger and 30% of the next three.
Paramount will also be held to its prior commitment to have a theatrical window of 45 days and hold its films back from streaming availability for 90 days.
On the TV side, Paramount agreed to negotiate distribution for its suite of cable networks and Warner Bros. cable portfolio separately, unless a distributor requests otherwise in writing. It also agreed to establish an independent oversight board at CNN and CBS News and will continue to operate free, ad-supported streaming platform Pluto TV.
Additionally, the companies will maintain their respective studio lots, honor collective bargaining agreements with Hollywood’s unions and make community investments. Those investments include a $5 million-per-year contribution to an independent films fund and $9.5 million annually for film and TV career training and development programs to benefit qualified educational institutions and community arts organizations.
Failure to comply with the various commitments in the settlement range from a $30 million penalty per film that misses the theatrical goal to forced divestitures of the company’s 49% Miramax stake within a 12-month period as well as BET, Comedy Central, VH1, Smithsonian, Destination America and Science Channel within a 120-day period.
The official approval comes after the Block the Merger coalition called the agreement “weak and unenforceable.” Sen. Corey Booker had also asked the court to subject the proposed consent decree to an “independent public-interest review” before entering it.
Martínez-Olguín had asked Paramount and the state AGs to address her outstanding questions and Booker’s concerns prior to signing off on the consent decree. On Monday, the parties said it was a “reasonable compromise” that was negotiated at “arm’s length” with enforcement provisions that “have teeth.”
During TheWrap’s 2026 TheGrill conference, Rob Bonta also pushed back against claims that he caved and that he was pressured to settle due to California Gov. Gavin Newsom, Los Angeles Mayor Karen Bass, the Democratic nominee in California’s gubernatorial race Xavier Becerra or Ellison’s threat to move Paramount out of the state.
“My job is to focus on the antitrust concerns and getting a resolution. So what a company may or may not do, what a governor or a next governor says or doesn’t say, has no influence,” Bonta continued. “I’m the attorney general of California. I need to make a decision about the case that I brought with my 11 other attorneys general, and if we get a resolution to that case, as we did when Paramount finally came to the table in good faith, then we take it and we resolve the case.”
Paramount CEO David Ellison previously said the merger would close two weeks after reaching the settlement, or in early October. Paramount’s Class B stock listing is expected to move from the Nasdaq to the New York Stock Exchange on Oct. 5 and begin trading on the NYSE on Oct. 6. It would distribute warrants to purchase those shares on Oct. 13.
While the deal isn’t officially closed, Ellison has already started shaking up the combined company’s leadership team, tapping HBO CEO Casey Bloys to run Paramount+ and HBO Max, with Paramount Streaming head Cindy Holland exiting on Tuesday. The company has also recruited Mattel CEO Ynon Kreiz for an undisclosed senior role in the company.
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