U.S. regulators near approval of Paramount’s $110 billion Warner Bros. deal

U.S. antitrust regulators appeared to move closer to approving Paramount’s $110 billion bid for Warner Bros. Discovery after a two-hour meeting at the Justice Department, where Paramount chief executive David Ellison repeated that the combined company would keep releasing films in theaters. The shift matters because the transaction would unite two of Hollywood’s most powerful content libraries and reshape bargaining power across streaming, theatrical release windows and television production.

Paramount announced the deal on February 27, 2026, saying it would pay $31 a share in cash for all outstanding WBD shares and issue $47 billion of new Class B shares at $16.02 apiece, with backing from the Ellison family and RedBird Capital Partners. The company said the merged business would commit to producing at least 30 theatrical films a year and expected the transaction to close in the third quarter of 2026, subject to regulatory approvals and a shareholder vote. It also set a quarterly ticking fee of 25 cents a share starting after September 30, 2026 if the deal remained open.

The Justice Department opened its investigation in March and sent subpoenas as it examined how the acquisition could affect studio output, content rights, streaming competition and movie theaters. The agencies’ 2023 merger guidelines say review is forward-looking and aimed at stopping deals that may substantially lessen competition, while Section 7 of the Clayton Act bars mergers that may tend to create a monopoly. That framework gives regulators broad room to challenge media consolidation before damage to rivals or consumers shows up in prices, contracts or fewer choices.

The political resistance has been intense. By mid-April, more than 1,000 Hollywood names had signed an open letter opposing the deal, and by early May that number had grown to nearly 5,000, including Jane Fonda, J.J. Abrams and Mark Ruffalo. Ruffalo spoke at a Senate spotlight hearing on April 16, warning of retaliation fears among talent. House Democrats pressed California Attorney General Rob Bonta to scrutinize the transaction, while the California attorney general’s office, the European Commission and Canada all took some form of interest.

Paramount also disclosed that the merged entity would be 49.5% owned by foreign investors, with about 38.5% of equity held by three Middle Eastern funds tied to a $24 billion support package. FCC Commissioner Anna Gomez raised concerns about that ownership structure. Warner Bros. Discovery shareholders approved the merger overwhelmingly on April 23, 2026, but the remaining question is whether regulators are signaling a new tolerance for media concentration just as audiences face fewer and fewer distinct gatekeepers.