Oregon withdraws motion to delay $111B Paramount-Warner Bros. merger

The withdrawal removes a major procedural hurdle, signaling that state-level regulatory efforts may lack the coordination or leverage needed to halt the transaction before its July 22 target. Immediate focus shifts to California and New York, where active investigations still pose potential injunction risks that could trigger 'ticking fees' of $650 million per quarter if the deal is delayed past September. Structurally, this merger solidifies the second-largest library in Hollywood, forcing competitors like Disney and Netflix to adjust to a consolidated rival holding significant theatrical and streaming scale. Watch for the California AG's office to file an independent challenge by next week.

The U.S. Department of Justice (DOJ) closed its eight-month antitrust review on June 12, 2026, determining the transaction would not harm competition across streaming, linear TV, or theatrical distribution. Per The Guardian, the clearance came without any required divestitures or concessions, though internal critics suggested the approval followed extensive lobbying of the White House. Despite federal support, California Attorney General Rob Bonta confirmed his office’s independent investigation continues, potentially targeting the merger’s impact on production jobs and consumer pricing.

Globally, the deal faces final clearing milestones in Europe and the United Kingdom. According to Puck News in July 2026, the European Commission set a July 22 deadline for its final decision after Paramount agreed to exit its film distribution partnership with Universal Pictures in five European countries. In the UK, Culture Secretary Lisa Nandy issued a notice in June 2026 stating she is 'minded to intervene' on the grounds of media plurality, specifically regarding the combination of CNN and CBS News.

If the merger fails to close by September 30, 2026, Paramount Skydance will be liable for a 'ticking fee' totaling $0.25 per share for each quarter of delay, per The Street. This financial penalty is designed to compensate Warner Bros. Discovery shareholders for a prolonged regulatory timeline. Meanwhile, the combined entity is preparing to manage approximately $80 billion in debt, which it plans to service through $6 billion in projected cost synergies and aggressive growth of its unified streaming platform.