Paramount Skydance is not backing off its bid to make the challengers to its Warner Bros. Discovery takeover put serious money behind their antitrust fight.
In a Tuesday court filing, the company reiterated its demand that 12 states and the WGA post a $1.88 billion bond as security for losses Paramount says it would face if the transaction remains stalled until after trial. The lawsuits, brought by the states and the writers’ guild, seek to block Paramount’s acquisition of Warner Bros. Discovery on antitrust grounds.
U.S. District Judge Araceli Martinez-Olguin, who is overseeing the cases, has scheduled a Sept. 24 hearing on Paramount’s bond request. A trial is set to begin March 2, 2027, and Paramount has agreed not to close the merger until the trial concludes.
The latest filing keeps alive a high-stakes side battle over who should bear the financial risk while the deal is paused. Paramount first filed its request for the $1.88 billion bond on Aug. 17. The states, led by California Attorney General Rob Bonta, opposed the motion in an Aug. 31 filing, arguing that Paramount’s potential losses stem from commitments it chose to make.
At the center of the dispute is a “ticking fee” Paramount agreed to pay Warner Bros. Discovery shareholders: $7 million per day starting Oct. 1 until the deal closes. The state attorneys general argued that Paramount “now wishes to offload its responsibility” for that fee.
“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,” the state AGs said. “Nor can Paramount show why the public or a nonprofit labor union should underwrite its acquisition of Warner Bros.”
Paramount says challengers must carry the risk if they lose
Paramount’s position is that the states and the WGA should be financially accountable if their legal challenge ultimately fails after delaying the transaction.
“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.”
In its filing, Paramount argued that the Clayton Act and Federal Rule of Civil Procedure 65(c) require plaintiffs to accept responsibility for “substantial financial harm” if an injunction later proves unwarranted. The company said it agreed to delay closing to allow for a prompt trial, but did not give up its right to bond protection during that delay.
“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.
The company also accused the plaintiff states of moving late in the process. Paramount said that “at the eleventh hour,” after the states had “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, the states filed suit to stop the deal while seeking to avoid economic accountability if Paramount prevails.
“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,” the filing said.
Paramount also said the states have not disputed its evidence that the company would face financial injury from the no-close order, citing both the ticking fee and incremental financing costs. According to Paramount, it “has satisfied all closing conditions under the merger agreement and received clearances from regulators representing 69 jurisdictions.” The company said the two lawsuits are “the only remaining barrier” to closing the transaction.
States argue courts can waive or reduce bonds in public-interest cases
The states, in opposing the bond request, argued that the relevant rules give courts broad discretion to impose a bond or waive one, especially when litigation is brought to enforce public interests.
“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,” the states said. “Granting Paramount’s request would incentivize merging parties to negotiate extraordinary fees to inoculate themselves from state and private antitrust enforcement.”
The bond fight echoes another recent merger challenge involving state attorneys general. In March 2026, eight state AGs, including Bonta, sued to block Nexstar’s acquisition of rival TV station group Tegna on antitrust grounds. In April, they won a preliminary injunction stopping the companies from continuing with merger integration.
In that case, Nexstar also sought to require the state AGs to post bond. U.S. District Court Judge Troy Nunley of California’s Eastern District ordered only a nominal bond. In granting the preliminary injunction, Nunley noted that courts have “issued bonds in nominal amounts where a state is advocating for the public interest,” and required the plaintiffs to post $10,000.
What happens next?
The immediate question now moves to Judge Martinez-Olguin’s Sept. 24 hearing, where Paramount’s request for a $1.88 billion bond will be considered. The merger itself remains on hold under the current schedule until the trial, which is set to begin March 2, 2027, concludes.