Paramount Skydance filed a court motion Monday demanding that the state attorneys general blocking its merger with Warner Bros. Discovery post a $1.88B bond to cover losses caused by the deal delay.
The bond request covers “ticking fees” Paramount agreed to pay WBD shareholders if the deal runs past its anticipated September close: $0.25 per share each quarter, totaling roughly $650M every three months, or about $7M a day.
Paramount has already received regulatory clearance from the US Department of Justice and 68 other jurisdictions, including the EU, UK, China, and most recently Mexico.
A dozen state attorneys general led by California's Rob Bonta filed their antitrust challenge in July, and US District Judge Araceli Martínez-Olguín scheduled a trial to begin March 2, 2027.
That timeline pushes the deal's close to as late as June 2027, well past Paramount's September target.
"By the time trial concludes and the parties submit their final briefs, Paramount will have paid Warner Bros. shareholders an unrecoverable $1.3B in ticking fees alone."
Paramount filing
The stakes get bigger
The $1.88B figure reflects the maximum potential ticking fees and financing costs through the expected length of the litigation.
Paramount noted the states would not owe the full amount upfront, a portion would be due by Sept. 30, but would face the full bill if they lose at trial.
Beyond the ticking fees, Paramount warned the prolonged delay would also halt integration planning and freeze investment in content, production, and talent at the combined company. If the deal collapses entirely due to regulatory action, Paramount owes WBD a $7B breakup fee.
CEO David Ellison's legal team cited the Clayton Antitrust Act, which requires plaintiffs seeking to halt a transaction to post a bond covering potential financial harm to the defendant. Paramount's head of legal affairs is Makan Delrahim, who served as the US's chief antitrust enforcer during the first Trump administration.
Paramount also asked the Writers Guild of America, which filed its own separate suit to block the deal, to post a bond as well. Judge Martínez-Olguín is expected to hear the request at a Wednesday court hearing.
California's AG office pushed back directly, calling the merger a violation of "long-standing federal antitrust law" and noting the court found their case likely to succeed when it granted a temporary restraining order in July.
Paramount has publicly pressured the states through a series of moves, including floating the idea of relocating production out of California. No settlement talks are currently underway, though Paramount's legal team has said it remains open to one.