Paramount eyes July 15 to beat September 30 close

Paramount targets – Paramount is reportedly aiming for a July 15 close on its $110 billion Warner Bros. Discovery merger, even as the companies publicly point to Sept. 30 for the third-quarter deadline. The timeline sits alongside ongoing U.K., FCC, DOJ and state attorney general

By the time the calendar flips toward summer, Paramount is trying to get a deal this big to move faster than the public timetable suggests.

The company is reportedly internally targeting July 15 as the date to finalize its pending $110 billion merger with Warner Bros. Discovery, led by David Ellison. The goal is to close the transaction ahead of the end-of-third-quarter window—Sept. 30—about which Paramount’s representatives have said the deal remains on track.

There’s a clear reason the timing matters. The merger has already been approved by shareholders, but it still depends on regulatory clearance. If it doesn’t land by Sept. 30, WBD shareholders would receive a 25 cent per share “ticking fee” for each quarter until closing. If the deal ultimately doesn’t close at all due to regulatory matters. Paramount would owe WBD a $7 billion termination fee.

That puts extra pressure on a process already in motion across multiple regulators. In the U.K., regulators are preparing to begin their review, with the deadline for public comments closing last month. Paramount has also asked the FCC to approve its foreign investment in the deal. where investors are set to account for 49.5% of the equity of the combined company.

Paramount has said that there are “no statutory impediments” remaining after the Department of Justice’s Hart-Scott-Rodino review period expired, even though the regulator can still get involved at any time in the process.

On top of federal review, a group of U.S. state attorneys general led by California’s Rob Bonta is also weighing whether to challenge the merger. Bonta previously told TheWrap that “red flags are everywhere when you have a merger of this type. ” adding that the states are prepared to “act timely. ” while declining to provide a specific timeline for when a decision could come.

Paramount has said. “We have been cooperating with the state attorneys general in responding to their requests.” In a recent regulatory filing. the company disclosed it has received subpoenas—described as civil investigative demands—from various state AGs. Those demands focus on the Department of Justice investigation and the competitive effects of the merger. though Paramount did not disclose which states sent them or how many.

The internal July 15 goal lands in a moment when the deal’s approval path looks simultaneously certain on paper and fragile in practice. Shareholder approval has already been secured. but regulatory timing remains the gatekeeper—under scrutiny from the U.K. the FCC. the DOJ. and state attorneys general all at once.

The market reaction reflects that tension. Shares of Paramount Skydance. which closed at $9.90 per share as of Tuesday’s close. are down 24.9% year to date. 36% in the past six months. and 16% in the past month. Warner Bros. Discovery closed at $27.09 per share. down 4.9% year to date. 1.2% in the past month. and 13.9% in the past five years—though it is up 17.3% in the past six months and 199% in the past year.

Paramount Warner Bros. Discovery David Ellison merger July 15 September 30 FCC DOJ Hart-Scott-Rodino Rob Bonta state attorneys general ticking fee termination fee Paramount Skydance shares media industry