Paramount agreed not to close the Warner Bros. deal before June 2027, and the judge made it an order

Nothing closes until the middle of 2027 at the earliest.

Judge Araceli Martinez-Olguin signed an order on Friday, July 24, providing that the transaction at issue in two antitrust cases shall not close, be consummated, or otherwise be completed, and that Paramount Skydance and Warner Bros. Discovery will take no steps, directly or indirectly, to integrate or consolidate their operations. The bar runs until the earlier of two dates: five days after a merits determination in the cases, or June 1, 2027. By its terms it reaches the companies' agents, officers, employees and attorneys as well. Paramount proposed all of it. The terms arrived as a stipulation the company filed the same day, and the judge signed them into an order that afternoon.

What the stipulation replaced was a countdown. The court granted the plaintiff states a temporary restraining order on July 20 and set an August 3 hearing on their motion for a preliminary injunction. Rule 65 caps such an order at 28 days, and on July 23 the court wrote that it was unwilling to test the boundaries of its authority by going beyond that, while finding good cause to extend the order 14 days, through August 17. It then ordered lead trial counsel on all sides to meet and confer and to file either a stipulation or a joint report by noon on Friday. They filed the stipulation. The August 3 hearing and its briefing deadlines are cancelled, the Writers Guild motion for a preliminary injunction is withdrawn, and both sets of plaintiffs may file again later if they need to.

Twelve states brought the first case on July 13. California, Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington allege the acquisition would violate Section 7 of the Clayton Act, 15 U.S.C. section 18, and ask the court to enjoin it permanently. Writers Guild of America, West and Writers Guild of America, East filed a separate case on the same section the next day. Neither has been tried, and the stipulation says explicitly that it waives nothing and prejudices no party's claims, defenses or positions.

Delay has a price, and it is written into the merger agreement rather than into the order. Warner Bros. Discovery stockholders approved terms paying $31.00 in cash a share plus what the agreement calls the Ticking Consideration, an additional $0.00277778 for each calendar day elapsed after September 30, 2026 up to and including the closing date, which the agreement caps at 25 cents per 90 calendar day period. The agreement sets an end date of March 4, 2027, extended automatically to June 4, 2027 if the antitrust closing conditions have not been satisfied by then. Friday's order stops three days short of that outer date. The same agreement provides a $7bn regulatory termination fee payable by Paramount to Warner Bros. Discovery in specified circumstances, and a $3bn fee running the other way.

Paramount said the agreement gives it a direct path to a trial based on the evidence, according to NPR, which reported the filing on Friday. The next date on the docket is administrative. In each case the parties must file a joint statement on trial scheduling by Friday, July 31.