Warner Bros.-Paramount $110B Merger Clears Shareholder Vote: What Comes Next?

Warner Bros. Discovery moved one step closer to its $110 billion merger with Paramount on Thursday after shareholders approved the deal. However, the path ahead remains fraught with challenges.

The transaction faces regulatory reviews from the U.S. Department of Justice, the United Kingdom’s Competition Markets Authority, and the European Commission. Additionally, lawmakers on Capitol Hill have called for a national security review by the Committee on Foreign Investment in the United States (CFIUS) over a $24 billion investment from three Middle Eastern sovereign wealth funds. Paramount has stated that their involvement will not trigger a mandatory CFIUS review.

Opponents of the merger are now looking to state attorneys general, who have recently secured legal wins over Live Nation and the Nexstar-Tegna deal, to pose the next major obstacle.

“Shareholder approval was the easy part. The real fights are just starting.”
— Braden Perry, regulatory attorney, to TheWrap

Paramount and Warner Bros. Discovery (WBD) expect the deal to close by the third quarter of 2024. If the transaction does not close by September 30, WBD shareholders will receive a 25-cent per share “ticking fee” for each quarter until closing. If regulatory hurdles prevent the deal from closing entirely, Paramount will pay WBD a $7 billion termination fee.

In a statement following the shareholder vote, Paramount said:

“Shareholder approval marks another important milestone towards completing our acquisition of Warner Bros. Discovery, building on our successful equity and debt syndications and progress across regulatory approvals. We look forward to closing the transaction in the coming months and realizing the creation of a next-generation media and entertainment company that better serves both the creative community and consumers.”

Despite the progress, opposition to the merger is growing. Thousands in the Hollywood community, unions, and exhibitor trade groups are actively working to block the deal.

“This merger is not a done deal — and this fight is far from over.”
— Statement from Jane Fonda’s Committee for the First Amendment

State Attorneys General Emerge as Key Players

While some observers view DOJ approval as inevitable, there is growing speculation that state attorneys general may take the lead in challenging the merger. Recent legal victories by state AGs have fueled optimism about their potential role.

Last week, a jury ruled that Live Nation and Ticketmaster operated as a monopoly, following a lawsuit pursued by more than 30 state attorneys general. Two days later, a U.S. District judge halted the Nexstar-Tegna merger—despite prior FCC approval—granting state AGs another significant win. These cases provide a potential playbook for state AGs to circumvent federal regulators and sue to block the Warner Bros.-Paramount merger.

California Attorney General Rob Bonta, whose office has been weighing legal action, previously told TheWrap that options remain under consideration.