Court enters Paramount Skydance–WBD states consent decree, clears path to close merger

Paramount Skydance took a major regulatory step toward closing its Warner Bros. Discovery deal. In a Wednesday Form 8-K, the company said the U.S. District Court for the Northern District of California on Sept. 30 entered a Consent Decree with a dozen plaintiff states, resolving their Clayton Act lawsuit seeking to block the merger and modifying the existing no-close order so the transaction can close.

The States Consent Decree, which Paramount Skydance and WBD signed on Sept. 21 with California, Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon, and Washington, locks in a five-year commitment period for the combined company. Among other terms, it must release at least 30 U.S. films in each of the first two commitment years and 32 in each of the next three, including specified wide-release and independent-film floors, theatrical window rules, and marketing standards. At least 20% of counted films each year must carry production and acquisition budgets of at least $50 million (inflation-adjusted) and open on at least 3,000 domestic screens within the first four weekends.

Falling short of the annual release minimum after cure procedures would require divesting Miramax Studios and paying $30 million per shortfall film, allocated among industry health and retirement funds, the Motion Picture & Television Fund, and a National Association of Attorneys General fund. The decree also requires separate basic-cable affiliation negotiations for the Paramount and WBD channel portfolios, with an uncured material breach triggering specified channel divestitures; at least $300 million more annual U.S. production spend versus combined 2025 levels ($1.5 billion over five years); preservation of the Paramount and Warner Bros. studio lots; labor and training commitments; a News Editorial Independence Board for CBS News and CNN; and continued operation of Pluto TV or an equivalent free ad-supported service. Plaintiff-state attorneys’ fees are capped at $40 million. The decree was entered for settlement and is not an admission of antitrust liability.

Separately, Paramount Skydance and WBD settled Writers Guild of America litigation on Sept. 21. After closing, the company will contribute $17.5 million to the Writers’ Guild-Industry Health Fund within seven days and pay WGA attorneys’ fees up to $6.0 million within 30 days, while maintaining a CBS News Broadcast WGA staffing floor during the commitment period. The company said it does not expect the consent decree or WGA settlement to materially affect previously announced synergy and leverage targets.

Shares of PSKY were about $10.33 in Wednesday’s session, up roughly 3.7% on the day and down about 22% year to date.

By the numbers

• Court order entering States Consent Decree: Sept. 30, 2026 (N.D. Cal.)
• Film release floors: 30 / year (years 1–2), 32 / year (years 3–5); wide-release and indie minimums apply
• Shortfall remedy: Miramax divestiture path + $30 million per missing film
• Extra U.S. production spend: ≥$300 million/year vs 2025 combined ($1.5 billion over five years)
• WGA post-close cash: $17.5 million health-fund contribution; fees ≤$6.0 million
• States’ fees/costs cap: $40 million

Sources

1. Paramount Skydance Corporation Form 8-K (Item 8.01), accepted Sept. 30, 2026 4:22:28 p.m. ET, accession 0001104659-26-112347

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