Paramount completed its acquisition of Warner Bros. Discovery on Oct. 6, and the combined company, named Skydance, now owns two studios, CBS, HBO, CNN, MTV and BET. A consent decree with 12 state attorneys general requires it to release at least 30 films a year for five years or face a $30 million penalty for each missed film.
The company announced the closing in a press release issued from Los Angeles and New York. Skydance shares began trading on the New York Stock Exchange under the ticker SKYD that day, and Warner Bros. Discovery stock stopped trading on Nasdaq.
What Skydance Owns After the Paramount-Warner Bros. Discovery Merger
The release lists the Paramount and Warner Bros. studios, the streaming services HBO Max and Paramount+, and the free service Pluto TV. The television brands include CBS, HBO, CNN, CBS Sports, TNT Sports, Nickelodeon, Cartoon Network, MTV, Food Network, BET, HGTV and Comedy Central.
Skydance said the combined company has nearly $70 billion in revenue, more than 180 television shows and more than 200 million streaming subscribers. It said it plans to merge its direct-to-consumer streaming products into a single service “over time.”
David Ellison is chairman and chief executive of the combined company, and Ynon Kreiz is cochief executive. Gerry Cardinale, founder of RedBird Capital and a Skydance board director, said in the release, “This is a defining moment for the industry.”
Warner Bros. Discovery shareholders received $31.01666668 in cash per share, according to the release. The company said it raised $47 billion in new Class B equity at $12 per share, led by the Ellison family, RedBird, the Public Investment Fund, L’IMAD, the Qatar Investment Authority and LionTree. Bank of America, Citigroup and Apollo led the debt financing.
The company set a target of more than $6 billion in yearly savings within three years. It said those savings would come from technology, integration and procurement, marketing and real estate. The release does not mention layoffs.
How the Closing Date Added to the Per-Share Price
The $31.01666668 figure is slightly higher than the base price in the merger agreement. Warner Bros. Discovery’s Form 8-K filing set the consideration at $31 in cash per share, plus a “ticking” payment if the deal closed after Sept. 30, 2026. The filing set that payment at $0.00277778 per share for each calendar day, with a cap of $0.25 per 90-day period.
The extra $0.01666668 equals six days of that payment. The deal closed six days after the Sept. 30 trigger date, on Oct. 6. Each additional day of delay cost the buyer about $0.0028 per share.
The 8-K also set an outside date of March 4, 2027, which moves to June 4, 2027 if only regulatory conditions remain. Closing on Oct. 6 came about five months before the first of those dates.
Consent Decree Requires 30 Films a Year
Twelve states sued in July to block the merger, and California Attorney General Rob Bonta led the group. On Sept. 21 the states and Paramount filed a proposed consent decree in the U.S.
District Court for the Northern District of California in the case State of California et al. v. Paramount Skydance Corp. and Warner Bros. Discovery, Inc., No. 4:26-cv-07116. Judge Araceli Martínez-Olguín presides. The filed version leaves the judge’s entry line blank. Skydance said in its Oct. 6 release that it closed after receiving all required regulatory approvals and meeting customary closing conditions.
The decree runs from closing through the fifth calendar year afterward. Its main terms:
- Film output. The company must release at least 30 films a year in U.S. theaters in years one and two, and 32 a year in years three through five. Of those, 20 (then 21) must open on at least 2,000 screens, and at least four a year must be independent films.
- Big-budget share. At least 20% of the films must have budgets of about $50 million, adjusted for inflation, and open on at least 3,000 screens.
- Windows. Counted films need a 45-day theatrical window. They cannot appear on subscription streaming services, Paramount+ among them, until 90 days after their theatrical debut.
- Penalty. A shortfall triggers a six-month period to fix it. If the company does not, it must sell Miramax and pay $30 million per missing film to union and industry funds and to attorney general-related funds.
- Cable. Paramount and Warner Bros. basic cable channels must be negotiated separately. A material breach left uncured could force the sale of BET, VH1, Comedy Central, Smithsonian, Destination America and Science.
- Free streaming. Pluto TV must stay free and ad-supported at or above its current service levels.
Bonta’s office announced the settlement the same day and described the money terms: at least $1.5 billion in added U.S. production spending over five years, $5 million a year to buy independent films, and a $47.5 million workforce fund. The decree filing lists a different workforce figure, $9.5 million a year for five years, which totals the same $47.5 million.
What 30 Films a Year Means in Practice
Thirty films in 365 days is one release about every 12 days. The 20 wide releases are one about every 18 days. The 45-day window in both the Skydance release and the decree means a wide release is still in theaters when the next one or two open.
The penalty scales quickly. Missing three films in a year would cost $90 million, and the Miramax sale follows if the shortfall is not cured within six months. The $1.5 billion in added spending works out to $300 million a year, which is 1% of the “more than $30 billion” in content spending Skydance reported over the past 12 months.
The decree does not cap layoffs. The attorneys general’s text says displaced employees may apply for open jobs and the company must consider them in good faith, and it requires the company to honor existing union contracts. A separate settlement covers one group: the Writers Guild of America said in a statement on Sept. 21 that Paramount agreed not to lay off writers at CBS News Broadcast for five years and to pay $17.5 million to the guild’s health fund.
The guild also said Paramount will pay its legal fees.
Reactions From Attorneys General and Writers
Bonta said in his office’s release, “This settlement is not a vote of support for this merger.” He said the commitments protect workers, and the release carried supporting statements from leaders of the unions IATSE, the Directors Guild of America, the Teamsters and SAG-AFTRA. New York Attorney General Letitia James said in her office’s release, “I will continue to closely monitor Paramount’s activities.”
The Writers Guild had sued to block the deal and had called it, in an April statement, something that “can and must be blocked.” On Sept. 21 it said, “Though we were not successful in blocking the merger,” its advocacy drew more attention to the harms it sees in the deal. The guild said it settled because, as a nonprofit, it would otherwise have had to continue without the states.
The U.S. Justice Department’s Antitrust Division reached the opposite view on the competition question. In a June 12 statement, the division said it closed its roughly eight-month investigation because the deal “is not likely to result in harm to competition or American consumers.” It said the combined company would give the largest streaming services a stronger rival.
What Happens Next
The decree sets deadlines that start at closing. Within 21 days, or by Oct. 27, the company must appoint an internal compliance monitor. Within 90 days, it must choose a monitoring trustee jointly with the states, and within 180 days it must form a five-journalist News Editorial Independence Board for CNN and CBS. The chief executive and general counsel must certify compliance each year.
After the second full year, the company may ask the court to lift the decree’s terms, though it would carry the burden of showing the decree impairs its ability to compete. Any of the plaintiff states can ask the Northern District of California to enforce it, after a 30-day written notice and meet-and-confer period.
