A federal judge has approved the Sept. 21 settlement between Paramount and a group of State Attorneys General that sued to block its merger with Warner Bros. Discovery, removing the last hurdle for the deal to close.
U.S. District Judge Araceli MartĂnez-OlguĂn did not greenlight the settlement immediately but allowed over a week for opposition briefs to be filed, setting a Sept. 28 noon PT deadline for Paramount and the AGs to respond. Itâs been a bit of a nail-biter as both sides awaited her final sign-off.
Paramount CEO David Ellison said last week it would take about two weeks to formally combine the companies. That would indicate the Monday, Oct. 5 as the big day. It wasnât immediately clear if the timeline still stands or delayed court approval will push it out by a bit. The faster the better for Paramount since it starts to rack up a so-called ticking fee to WBD shareholders of about $7 million a day starting Oct. 1 if the deal is not closed.
Twelve AGs led by Rob Bonta of California had been moving the antitrust trust case forward with a trial date set for March before teh sides came together rather suddenly over the course of a few days. Bonta presented the agreement at a press conference with little enthusiasm, outlining the proposed remedies while insisting the agreement âis not a blessingâ of the mega-deal and he still doesnât think two of Hollywoodâs biggest players should merge.
Itâs been a long road. Paramount announced the deal in February after a string of hostile offers that WBD rejected. Adding sweeteners, Ellison eventually convinced the Warner board to agree to a combination, derailing a WBD-Netflix deal. It began moving briskly towards close until the AGs sued in July and the judge allowed the case to proceed. Paramount agreed to not close the deal while the suit was pending.
Attempted settlement talks stalled as Bonta and the AGs sought structural remedies like asset sales to address alleged antitrust violations in three markets: cable programming, wide release movies and blockbuster films, the crux of the suit. Ellison demurred, but the sides ultimately came together and discussions accelerated.
Thereâs been significant opposition to the deal from the start, but also been tremendous pressure on Bonta to put the case to rest as Ellison threatened to move the studio out of California.
In anticipation of the close, Paramount started marketing a $44 billion bond offering this week. Proceeds of the debt sale will fund the $110 billion acquisition, along with equity financing. With the coast now clear, the company will move quickly to close the complex transaction that will see it cash out WBD stockholders for $31 a share.
In the first major shakeup of the new regime, Cindy Holland, chair of Paramountâs Direct-to-Consumer business, is departing. Her last day was Tuesday, she said in a company memo. That leaves Casey Bloys, chairman-CEO of HBO and HBO Max Content, as the presumed streaming head of the combined Paramount-WBD.
The settlement includes a number of legally enforceable commitments by Paramount over five years following the close like a set number of theatrical releases, an editorial oversight board for CNN and CBS, and negotiating separately with distributors for Paramount and WBD cable networks. There are some loopholes and there were no structural remedies. Read the settlement document here.
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