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Paramount Skydance on Tuesday reiterated its demand in a court filing that 12 states and the WGA — whose antitrust lawsuits seek to block its takeover of Warner Bros. Discovery — post $1.88 billion in bond as security
for the losses Paramount would incur if the deal doesn’t close until after the trial concludes next spring.
U.S. District Judge Araceli Martinez-Olguin, who is hearing the cases, has set a Sept. 24 hearing date to consider Paramount’s bond request.
Paramount filed its request for the states and the WGA to pony up the $1.88 billion bond on Aug. 17. In an Aug. 31 filing opposing the bond motion, the states — led by California Attorney General Rob Bonta — argued that Paramount’s potential financial losses are of its own making.
In their opposition reply, the states said that “Paramount now wishes to offload its responsibility” for agreeing to pay WBD shareholders a “ticking fee” of $7 million per day starting Oct. 1 until the deal closes. “But whatever regret Paramount may feel for its commitments to Warner Bros., to Plaintiff States, to the WGA, and to the Court, it cannot show that the Court acted ‘improvidently’ in signing the joint stipulation. Nor can Paramount show why the public or a nonprofit labor union should underwrite its acquisition of Warner Bros.,” the state AGs said.
But Paramount insists that the states and the WGA must “accept the financial consequences” if they lose in court. Judge Martinez-Olguin has scheduled a trial start date of March 2, 2027, and Paramount agreed to put the merger on hold until the trial concludes.
“If plaintiffs insist that this transaction is paused during the pendency of their lawsuit, they must accept the financial consequences if their challenge ultimately fails,” a Paramount spokesperson said Tuesday. “Paramount agreed to delay closing to facilitate a prompt resolution of the case, while expressly preserving its legal rights and we continue to honor that agreement. We are not asking the district court to lift the no-close order, but to require enforcement of the bond that protects our financial interests while the litigation remains pending.”
Paramount argues in its filing that the Clayton Act and Federal Rule of Civil Procedure 65(c) require plaintiffs to accept responsibility for the “substantial financial harm” incurred if their challenge ultimately fails. “Paramount agreed to delay closing to facilitate a prompt trial. It did not waive its right to the bond protection required while the transaction is paused,” the company said.
“[A]t the eleventh hour, after dragging their investigations out for many months without providing feedback on any areas of competitive concern, and just days before final regulatory approvals from the European Commission were secured, plaintiff states filed suit seeking to stymie the transaction while immunizing themselves from economic accountability if Paramount prevails,” the company said in its filing. “Paramount simply asks that Plaintiffs honor what the Clayton Act requires: A bond that will compensate Paramount for the damage it will suffer if the injunction proves improvidently granted, i.e., if Paramount ultimately prevails in the litigation and was therefore wrongly prevented from consummating the merger now, as it is prepared to do.”
Paramount argued that “the states never dispute that evidence or otherwise contest that Paramount will suffer financial injury as a result of the Order, both from the ticking fee and the incremental financing costs — a financial harm that the states outright ignore.” The filing is at this link.
But the states, in their filing opposing Paramount’s bond motion, said that “Rule 65(c) and Section 16 of the Clayton Act accord courts wide discretion to impose bonds or to waive them, particularly where, as here, the litigation enforces public interests. Granting Paramount’s request would incentivize merging parties to negotiate extraordinary fees to inoculate themselves from state and private antitrust enforcement.”
Paramount said it “has satisfied all closing conditions under the merger agreement and received clearances from regulators representing 69 jurisdictions. These two lawsuits are the only remaining barrier to closing this transaction.”
It’s worth noting that in response to Nexstar’s request for state AGs to post bond in an antitrust case seeking to stop its merger with Tegna, the judge in the case ordered only a nominal bond to be posted.
In March 2026, eight state attorneys general, including California’s Bonta, sued to block Nexstar’s acquisition of TV station group rival Tegna on antitrust grounds. In April, they won a court preliminary injunction halting the companies from continuing with their merger integration. U.S. District Court Judge Troy Nunley of California’s Eastern District, in his ruling granting the preliminary injunction, noted that courts have “issued bonds in nominal amounts where a state is advocating for the public interest.” He wrote that “the Court finds it appropriate to require Plaintiffs to post a nominal bond in the amount of $10,000.”
