---
title: "Judge approves settlement in Paramount's $31-a-share cash deal for Warner Bros. Discovery"
url: "https://etf.net/news/judge-approves-settlement-in-paramount-s-31-a-share-cash-deal-for-warner-bros-discovery-2026-09-30"
published_at: "2026-09-30T21:12:22.473Z"
updated_at: "2026-09-30T21:12:22.473Z"
byline: "ETF.net Research"
---

# Judge approves settlement in Paramount's $31-a-share cash deal for Warner Bros. Discovery

U.S. District Judge Araceli Martínez-Olguín on Wednesday, September 30, approved a court order that holds Paramount to a five-year film quota in its $31-a-share cash purchase of Warner Bros. Discovery.

By ETF.net Research. Published Sep 30, 2026.

A federal judge in California on Wednesday approved the settlement that lets Paramount Skydance close its **$31**-a-share cash purchase of Warner Bros. Discovery, but the purchase has not closed.

The Justice Department had already cleared the deal. Twelve state attorneys general and the Writers Guild of America both sued in July, and both settled on Monday, September 21. What remained for the judge was the states' consent decree, a settlement the court has to accept before it can enforce it.

In that order, U.S. District Judge Araceli Martínez-Olguín of the Northern District of California wrote that the decree "includes important backstops requiring divestment of studios and/or cable channels" if the combined company breaks the terms. It does not make Paramount sell those businesses to close.

California Attorney General Rob Bonta, who led the states, said the day they settled:

"This settlement is not a vote of support for this merger."

The Block the Merger coalition had called the decree "weak, unenforceable," and said it "leaves workers, journalists, and consumers in the dust."

## What the court will enforce

The states sued because they said the combination would mean less production and higher prices. The order they accepted is now enforceable, and it is mostly about movies.

For the first two years the combined company must release at least 30 films a year in theaters, 20 of them opening in a large number of theaters. For the three years after that, the minimum is 32 films, 21 of them opening widely. At least four films a year must be independent productions.

A wide release also gets a 45-day theatrical window, the time it plays in theaters before it can be shown elsewhere. Over five years the company must spend at least $1.5 billion more on U.S. film production than it spent in 2025.

If it misses the film target in a year, it must sell Miramax Studios and pay $30 million for each film it missed. That money goes to union benefit funds and for antitrust enforcement.

The order also reaches television, because the case was not only about the movie lot. Paramount's and Warner's basic-cable channels must be negotiated separately for five years. The settlement creates a five-member News Editorial Independence Board for CNN and CBS News, to set guiding editorial principles for both. An independent monitor will watch whether the company keeps its promises, but the order does not stop the two newsrooms from being combined.

## The cash, and the clock

Under the February agreement, Warner shareholders are to be paid in cash, not in Paramount stock. Paramount valued that equity at $81 billion, and the whole company, debt included, at $110 billion.

Warner closed at $30.95, up 10 cents, five cents under that cash price. The larger move was September 21, the day the states settled, when the stock rose 10.8%.

Chart: Warner has closed just under **$31** since the states settled

Paramount's shares rose 3.4% to $10.33.

Warner is 4.9% of XLC, a fund that holds the S&P 500's phone, media and internet companies. Because the purchase is all cash, that slice becomes cash when the deal closes.

Paramount has started offering about $44 billion of bonds to help pay the cash, alongside new stock backed by the Ellison family and RedBird Capital Partners. The riskier bonds were offered at yields as high as about 9%.

Paramount said in February that net debt at closing would be 4.3 times EBITDA, once more than $6 billion of promised cost savings are counted. EBITDA is earnings before interest, taxes, depreciation and amortization. Before those savings, the company's financing documents put the ratio at 6.5 times.

S&P Global Ratings, on its own measure, said the purchase would push leverage well above 4.25 times. On September 24 it lowered Paramount's credit rating a step, to BB from BB+.

Paramount has tentatively set Tuesday, October 6, to close. Under the February agreement, a close after Wednesday adds 25 cents a share for every 90 days of delay, counted one day at a time. That is about $7 million a day. The fee starts Thursday and runs until the deal closes. If that Tuesday holds, it covers six days, and it is paid with the $31.

Paramount may now finish the purchase. From Thursday, every day until the close adds to what it must pay, and the film promises start only at the close.

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