WASHINGTON, March 5, 2026, 09:06 EST
- California Attorney General Rob Bonta confirmed the state is actively investigating the proposed Paramount Skydance deal to acquire Warner Bros. Discovery.
- Paramount’s offer stands at $31 per share in cash, and if the deal drags past Sept. 30, 2026, a quarterly “ticking fee” kicks in.
- Fitch is pointing to leverage risks for the buyer, highlighting financing pressures tied to the deal.
California Attorney General Rob Bonta says his office is actively investigating Paramount Skydance’s proposed takeover of Warner Bros. Discovery, cautioning the planned merger remains far from settled and pledging a “vigorous” review. The Guardian cited Alvaro Bedoya, ex-Federal Trade Commission commissioner, who believes state attorneys general “have a shot at stopping it.” Bill Baer, who once led antitrust at the Justice Department, described a possible multi-state lawsuit as a “real threat.” The Guardian
The state-level court fight is significant; it can drag on independently of any federal sign-off, injecting months of uncertainty regardless of what regulators in Washington decide. For a firm already dealing with shrinking cable-TV margins and more brutal streaming rivals, that’s a headache it doesn’t need.
Paramount agreed to buy all outstanding Warner Bros. Discovery shares for $31 each in cash, giving Warner Bros. Discovery a total enterprise value pegged at $110 billion. If the deal isn’t wrapped up by Sept. 30, 2026, Warner Bros. Discovery shareholders will get an extra $0.25 per share every quarter until it’s done, according to the companies. They’re aiming to finish the transaction in the third quarter of 2026, pending regulatory approval and a shareholder vote expected in early spring.
Warner Bros. Discovery CEO David Zaslav told staffers the sign-off could stretch anywhere from six months up to a year and a half, according to Business Insider. A lengthy review hands more bargaining power to regulators and state officials—they can push harder for adjustments on layoffs, how content gets distributed, or even force divestitures.
Under the deal, Warner Bros. Discovery’s studios and networks—think HBO Max, CNN—would land inside Paramount’s lineup, along with the Paramount+ streaming platform. Paramount pitches the merger as a play to bulk up against heftier streaming competitors like Netflix and Walt Disney. Comcast, for its part, pushes forward with Peacock and NBCUniversal.
Debt concerns aren’t going away. Following the merger announcement, Fitch pushed Paramount’s credit rating into junk territory, flagging the company’s sizable leverage and shifting its outlook to negative, according to Reuters.
Shares of Warner Bros. Discovery slipped roughly 1% to $27.95 in early U.S. trading.
The real wild card? States could escalate from warnings to full-blown lawsuits. Even if federal regulators stay on the sidelines, litigation might drag out the closing, push for concessions, or put layoffs and market power in streaming and film back on the table.
