Paramount-WBD Merger Is Anti-Competitive, State AGs Allege In Proposed Action

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From Sacramento to Albany and several state capitals in between, regional attorneys general are steeled to stop Paramount Skydance’s $110 billion merger with Warner Bros Discovery in an antitrust lawsuit that could hit the courts Monday. (Update 8:59 am: The lawsuit has been filed. Read here.)

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Coming as barbed threats circulate that the David Ellison-owned PSKY could exit the Golden State in retaliation, the long anticipated AGs action, spearheaded by California’s Rob Bonta, will focus on the dire result they predict a united ParaBros would have on big budget films getting made and distributed, sources on both coasts tell me.

“It’s classic market domination for movies and streaming services, stifling competition,” one well-positioned individual with direct knowledge of the draft document summarizes. “A joint Warner Bros and Paramount could squeeze out other players and offer audiences reduced choice,” he continues, noting the power and influence the merged company would have in cinemas and with Paramount+ and HBO Max. The New York Times and CNN have also reported similar details on the expected suit, its timing and content.

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Despite whispers, the suit aimed to target alleged political interference in the Para-WBD melding and its unconditional June 12 Department of Justice approval by the administration of Ellison’s “good friend” Donald Trump, sources insist it’s very specific in scope. “There’s a lot of problems with this merger, but this is fundamentally an antitrust action,” a state insider declares of the poised suit against the deal.

As it stands, California’s reelection-seeking Bonta, New York AG Letitia James, Connecticut Attorney General William Tong and Washington state’s Nick Brown are all on board to go for a temporary injunction ASAP to put the brakes on Paramount and WBD becoming one. New York’s James is said to initially ” being cautious,” but now “strongly committed” to the competition concerns as well as allegations of elaborate quid pro quo between Paramount brass and the Trump administration, according to multiple sources close to the situation.

Whether the quartet gets a federal judge to sign off on said injunction, or Paramount throws some red meat concessions the AGs’ way first, is the next move to be made once the suit is formally filed today or Tuesday, and is the wild card in what could be a quick settlement or drawn-out procedure.

“We believe the increasing likelihood of remedies is hurting PSKY stock, while the hope of closing ahead of state lawsuits or UK intervention is propping up WBD,” Raymond James analyst Ric Prentiss contended in a missive to clients sent out late last week.

Reiterating their stance since objections to the merger were raised soon after a persistent Paramount in February beat out Netflix’s $89 billion offer for WBD’s streaming and studio assets, the still Melrose lot- located company took umbrage Sunday with the looming AGs action.

“We continue to engage constructively with the remaining few regulators around the world still considering the merger, including State Attorneys General, and are prepared to address any legitimate antitrust issues,” a Paramount Skydance spokesperson told Deadline this weekend.

“We are confident this transaction raises no such concerns, as demonstrated by the dozens of antitrust authorities around the world that have carefully reviewed the transaction and either cleared it or concluded that it does not violate applicable competition laws,” the PSKY rep went on to say as the likes of France, Canada, Brazil, Saudi Arabia, Germany, Australia and China have all already given the merger their blessings. In the case of Trump’s DOJ, some officials with the Justice Department held that the merger needed to looked into further, but were overruled last month, it has been widely reported and Deadline has confirmed. “These clearances underscore what the facts, the law and the economics make clear: this transaction will create a stronger challenger to dominant global streaming and technology platforms, expand consumer choice, increase investment in premium content and theatrical distribution, and create more opportunities for creators and workers. We are confident the facts and the law support this transaction, and we will continue to defend it vigorously.”

Neither CA AG Bonta’s office, nor NY AG James’s team responded to Deadline’s request Sunday for comment on a possible suit filing or the thrust of the action.

Of course, this being framed in Blue State vs MAGA terms from the drop, and this being a midterm election year, politics clearly do play a central role in any sign-off on a potential ParaBros. Bonta has been fairly blunt about his position: “The merger of Warner Bros and Paramount is not a done deal and remains under investigation by my office,” the CA AG proclaimed in a mid-June tweet.

At the same time, the past few months have seen several top-level meetings between Bonta aides and the team under Paramount legal boss Makan Delrahim and the company’s General Counsel Stephanie Kyoko McKinnon. In and around those sessions (which one participant termed “productive”), documents have exchanged hands of possible concessions and assurances (especially in terms of production benchmarks plus editorial and employment guardrails).

Add to the date of the November 3 midterms vote, and the large presence the merger and any industry fallout has in both the L.A. Mayor’s race and the CA gubernatorial campaign to replace Ellison’s term-limited pal Gavin Newsom, Paramount had been hoping to close the deal fully by mid-July. Wanting responses from Team Ellison by July 6, Great Britain’s Culture Secretary Lisa Nandy recently said she’s “minded to intervene” in the ParaBros closure process due to presumed red flags. On the continent, a “new provisional deadline” of July 22 was also set at the beginning of this month for the previously penciled-in European Union deadline of July 7.

On this side of the world, a tactically-timed June 18 report from the L.A. County Department of Economic Opportunity to the region’s powerful board of supervisors on the Paramount-WBD marriage, presented political and statutory cover to Bonta and other AGs.

“The California Attorney General (AG) Rob Bonta, under State and Federal antitrust law, has both the authority and ability to block or delay the merger” the mass layoff warning document said, even as PSKY outside counsel Jeffrey Kessler cautioned state officials to “only file an action if they really think that they can prove an antitrust violation.” In that context, the L.A. County DEO report noted: “The AG’s office has publicly stated that they are actively investigating and coordinating with other states and expect to decide imminently whether to file suit. A state-level lawsuit (and preliminary injunction) could significantly delay or derail the deal, despite DOJ approval.”

One key consideration for investors is the nearly $80 billion in debt expected to hit the combined entity’s books after the close. CEO Ellison and his management team say they can achieve $6 billion in cost savings within three years, while also lowering debt levels substantially. The path to achieving those goals could be bumpy, however, especially given promises executives have made in terms of supporting dual movie studio output levels, multiple news operations and other areas of the business.  

Truth is, the coalition of Democratic AGs, along with others, have been in a variety of corporate collisions in the courts wth Trump and team. Over the past year alone, those big game battles have included the Live Nation/Ticketmaster monopoly case and the now paused Nexstar-Tegna union — both of which saw Trump and the companies come up short so far before juries and judges.

If the gaggle of AGs are set on pursuing or at least trimming the sails of Trump and his boardroom pals, the former Apprentice host and his minions have made no secret over and over that it is CNN Trump wants to see realigned under the Ellisons. “We’re trying to have CNN go on a normal path, and we’ll do that,” the media-attacking POTUS just told the cable newer’s Jake Tapper in a July 12 phone interview on the sudden death of Sen. Lindsey Graham (R-SC) this past weekend.

Still, with press consolidation stakes in the mix, as rich and as Trump transactioning as the Ellisons are, and as deep the pockets of their Saudi, Qatar, and UAE investment partners go, there’s some real financial pain in the offing if the WBD deal isn’t locked up by September 30.

At that point, a nasty nearly $7 million a day ticking fee takes effect that will find Paramount on the hook for hundreds of millions out to WBD shareholders each month until the matter gets regulatory approval. Besides the hit to current WBD CEO David Zaslav‘s diamond studded exit package, there is also a reverse termination payout of $7 billion to WBD from Paramount if the whole deal falls apart due to regulatory hinderances.

Paramount and Warner Bros. Getty Images

Hit with concerns over the billions in debt the Larry Ellison and Middle East money-backed combined company would have on the books from Day 1 and Wall Street rumblings, Paramount shares have lost 30% of their value in 2026 to date, rising 8 cents on July 10 to end the week at $9.41. WBD stock, after languishing at just a fraction of its level after the WarnerMedia-Discovery merger in 2022, more than doubled in the latter months of 2025 as Netflix, Paramount and Comcast made competing bids for the company. Thus far in 2026, however, shares have drifted down 8% and stood at $26.59 as of Friday.

Dade Hayes contributed to this report