Paramount has filed a request for a $1.88 billion bond to be posted by state attorneys general who are challenging the proposed merger between the entertainment company and Warner Bros. Discovery, according to a court filing earlier this week. The bond would cover financial harm the company contends it is experiencing due to delays in closing the approximately $110 billion transaction.
In July, attorneys general from a dozen states led by California’s Rob Bonta initiated legal action to block the merger, arguing that it would violate the Clayton Antitrust Act by creating anticompetitive conditions in the film studio and pay-television sectors. The combined entity would bring together Paramount and Warner Bros. studios alongside multiple pay-TV networks and streaming services including HBO Max and Paramount+.
Paramount has already secured regulatory approval from the U.S. Department of Justice’s Antitrust Division and other required global authorities, but agreed last month to delay closing the deal until potentially June 2027 to allow the state-led litigation to proceed to trial. The company originally planned to complete the acquisition by the end of September. Under the merger agreement, Paramount must pay WBD shareholders an additional 25 cents per share each quarter starting September 30, a mechanism known as a ticking fee that could accumulate to approximately $650 million quarterly.
Paramount estimates it will have paid approximately $1.3 billion in such ticking fees alone by the time the trial concludes and final legal briefs are submitted. The company contends federal law requires parties initiating litigation that delays merger completion to post security covering potential damages. Bonta’s office responded that Paramount agreed to the delay timeline without requesting a bond as a condition, and that the company willingly included the ticking fee provision despite knowing regulatory review would occur.
Beyond the ticking fees, Paramount cited additional costs from the extended timeline, including foregone integration efforts and reduced investment in content and production. The litigation is being pursued by attorneys general from Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington in addition to California.
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