PORTLAND, July 11, 2026, 14:07 (PDT)
Oregon’s attorney general has pulled a court motion asking for a delay of Paramount Skydance Corp’s NASDAQ:PSKY $110 billion deal for Warner Bros. Discovery Inc NASDAQ:WBD, clearing the closest legal hurdle for now. But the state’s broader suit is still on. Oregon said it’s weighing its next move after Paramount pushed back against requests for records tied to its regulatory lobbying.
U.S. markets shut for the weekend, but Friday’s action pointed to nerves on the WBD deal. Shares finished at $26.59, that’s $4.41 under the $31 cash offer. The gross deal spread stood at 16.6%. That’s what’s left on the table before costs and risk of the deal breaking. Merger-arb funds often step in at this gap, buying under the bid and counting on a close.
| Investor measure | July 2 close | July 10 close | Move or implication |
|---|---|---|---|
| Paramount Skydance | $10.39 | $9.41 | -9.4% |
| Warner Bros. Discovery | $26.48 | $26.59 | +0.4% |
| WBD gross spread to $31 | — | 16.6% | Not including time or financing |
Paramount shares dropped sharply. The buyer lost close to 10% of its market cap, while Paramount stock barely budged. Investors looked less at whether WBD gets a payout, and more at how the takeover might hit Paramount’s finances. Paramount fell up to 9% on Thursday as the deal faced more pressure.
Paramount stands to pay a heavy price if its deal drags on. After Sept. 30, a “ticking fee” kicks in at 25 cents per WBD share every quarter, adding up to about $650 million over three months. That’s about 6.2% of Paramount’s $10.53 billion market cap for just one quarter. The $7 billion termination fee tied to regulators is nearly two-thirds of Paramount’s value. The numbers show the size of the fees compared to the company, not their accounting effect. Paramount
Oregon’s move only changes when the fight plays out, not what it’s about. Jenny Hansson, who speaks for Attorney General Dan Rayfield, said Paramount has made it clear it won’t go along with the investigative demand. She also said the company acts like it’s “above the law.” California, New York, and other places have looked at the merger too. The Verge
Markets face three decision points this week. A California-led group could sue as soon as next week. Brussels has a July 14 deadline on foreign subsidies and July 22 for a merger-control call. Paramount said it won’t close the deal before July 22. The EU’s Foreign Subsidies Regulation is meant to check if outside government support is distorting competition.
| Timing | Potential event | Why investors care |
|---|---|---|
| Week of July 13 | States weigh seeking an injunction | Could push closing back and put $6 billion in cuts on hold |
| July 14 | EU ruling on foreign subsidy | Either clears or starts a 90-working-day probe |
| July 22 | EU merger review and Paramount’s no-close agreement end | First date closing could realistically happen |
| After Sept. 30 | Ticking fee kicks in | Adds $650 million in consideration every quarter |
Paramount now has federal clearance as a legal backup. The U.S. Justice Department said it spent eight months going through over 2 million documents from 80 custodians, deciding the merger is unlikely to lessen competition in streaming, traditional TV or movies. State officials aren’t bound by the DOJ’s decision and could ask for a “hold-separate” order to keep the companies running apart during a lawsuit. Department of Justice
Debt is now the main equity issue. Arete Research’s Pierre-Marie d’Ornano downgraded Paramount to Sell from Neutral and dropped his price target to $2 from $14, saying the track record of big media deals is “hardly inspiring.” He said Paramount faces “similar challenges” plus more expensive debt and tighter covenants — rules that keep a borrower within certain financial ratios. He sees the combined group holding $86 billion in gross debt. TipRanks
Paramount says scale is key. CEO David Ellison said in February the deal would deliver “certainty and speed to closing.” The company says a merged studio could roll out 30 films a year and put up a better fight against Netflix Inc NASDAQ:NFLX and Walt Disney Co NYSE:DIS. Paramount
Oregon pulling back might only give short-term relief. If there’s a state court order or the EU extends its subsidy probe, the deal could close after Sept. 30. That could mean more cash for WBD holders and delay any savings. If regulators break up the deal under certain terms, WBD could lose its $31 per share cash protection and the $7 billion breakup fee would apply. Paramount has to fight through regulatory lawsuits and try fixes up to an adverse threshold, so it can’t just quit.
U.S. markets open Monday with focus on two things: the EU ruling set for July 14 and Warner Bros. Discovery’s 16.6% deal spread. Oregon’s move paused one timer, but the delay cost is still there.
Related articles: NASDAQ:WBD
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