Judge Clears Paramount's $110 Billion Takeover of Warner Bros. Discovery, Joining CBS News and CNN

A federal judge on Wednesday cleared the way for Paramount Skydance to complete its $110 billion takeover of Warner Bros. Discovery, removing the last legal obstacle to a merger that will put CBS News and CNN under one roof. The deal is expected to close October 6.

U.S. District Judge Araceli Martínez-Olguín approved an antitrust settlement between Paramount and a coalition of 12 states led by California. The transaction values Warner Bros. Discovery at about $81 billion in equity and roughly $110 billion including debt. Paramount reached the settlement with the states on September 21, after the Trump administration's Justice Department had already given its approval.

The agreement imposes conditions. The combined company must release at least 30 theatrical films a year, invest $1 billion in U.S. film production and worker training, and set up an editorial board to oversee the independence of both CNN and CBS News. The judge wrote that the parties "reached their agreement following highly contested, however brief, litigation" and "several rounds of in-depth negotiations."

The timing mattered. Had the court not approved the settlement by September 30, Paramount would have started paying Warner Bros. Discovery shareholders a so-called ticking fee of 25 cents per share each quarter, which works out to more than $600 million every three months. Judge Martínez-Olguín's ruling came just hours before that clock began.

The combined company brings together two of the three big U.S. cable and broadcast news operations alongside HBO Max and Paramount+, and the Warner Bros. and Paramount Pictures film studios. David Ellison will remain chairman and chief executive. Ynon Kreiz, the chief executive of Mattel, is due to join on October 5 as co-CEO overseeing day-to-day operations, and streaming executive Casey Bloys will run the combined streaming services.

Opponents were not satisfied. Block the Merger and similar groups argued the settlement does not protect fair competition and ignores concerns raised by small business owners and independent contractors. Actor Mark Ruffalo also criticized the deal after the ruling. An earlier ruling in the case had briefly put the merger on hold while the judge weighed the states' objections.

The editorial board is likely to draw the closest scrutiny. Newsroom independence at CBS and CNN was one of the central worries raised by critics, who feared that a single owner with close ties to the administration could shape coverage at both networks. The settlement gives states a mechanism to point to if that happens.

For Hollywood, the 30-film floor is the more concrete commitment. It guards against the type of cutbacks in theatrical output that often follow large studio mergers. If the deal closes on schedule, Ellison will control one of the largest entertainment and news companies in the world within a week.