Executives at Paramount and Warner Bros. Discovery reportedly fear a judge will hit pause on their massive $110 billion merger in the coming days – putting the deal on hold for weeks as it nears a crucial deadline.
The Hollywood behemoths had been hoping to finalize the deal next week, according to CNN, but a coalition of 12 Democratic state attorneys general on Monday requested a temporary restraining order blocking the acquisition due to antitrust concerns.
People close to the matter told CNN they anticipate the TRO will be granted, putting the deal on hold for at least two to three weeks – and pushing Paramount and Warner Bros. dangerously closer to a September deadline.
Executives remain confident the deal will still eventually go through, especially as it has already received the greenlight from the Trump administration.
“The deal will get done one way or another,” one suit told CNN.
But a restraining order would push executives closer to an Oct. 1 deadline, when — if the deal is not yet completed — a costly “ticking fee” kicks in. That adds 25 cents per share to the cost of the merger for each quarter it is not completed.
A pause would also keep the future ownership of CNN in limbo for weeks longer, as star anchors and staffers have reportedly grown panicked over the network’s editorial independence – after Paramount boss David Ellison installed Bari Weiss to run CBS News.
Warner Bros. declined to comment. Paramount Skydance did not immediately respond to The Post’s request for comment.
In the lawsuit filed Monday, led by California Attorney General Rob Bonta, the blue state prosecutors argued the tie-up would violate antitrust laws, raising prices for consumers and harming the already-struggling movie theater industry.
The proposed merger would combine HBO Max, Paramount+, HBO, CBS, CNN and thousands of movie titles under one company, as well as TV hits like “Heated Rivalry,” “1923” and “Landman.”
According to the complaint, the combined company would control nearly one-third of the US theatrical film distribution market and almost one-third of the nation’s basic cable programming.
It was filed days after reports that advisers close to Ellison had encouraged him to consider moving Paramount’s Los Angeles headquarters and shifting as much as $30 billion in planned spending outside California if Bonta sued to stop the merger.
Federal Communications Commission Chair Brendan Carr said Wednesday he doubts the lawsuit will succeed, adding that it “really isn’t a legitimate antitrust case.”
Paramount has repeatedly defended the merger against antitrust accusations, recently noting that it has already been rubber-stamped by several global regulators – including the US Department of Justice – and sticking to its aim to close the deal by the end of September.
Behind closed doors, Paramount was reportedly hoping to finalize the mega-merger this month, believing it would secure all the necessary approvals in time.
Opponents have questioned whether the DOJ’s approval of the Paramount-WBD deal last month was a result of close ties to the White House, as David Ellison and his billionaire father, Oracle founder Larry Ellison, have repeatedly received praise from President Trump.
The deal has also faced challenges abroad — UK officials have hinted at potential intervention in the deal, while the European Union forced Paramount to offer concessions to secure approval.
In the meantime, a federal judge in California has scheduled a Friday hearing to consider the US states’ request for a temporary restraining order.
If the restraining order is granted, then the AGs and media execs will battle over a preliminary injunction, which would keep the deal on hold for months longer.
The deal is also facing an April lawsuit filed on behalf of Paramount+ subscribers that alleges the deal would hike subscription prices and reduce choices for consumers.
On Tuesday, the Writers Guild of America filed its own lawsuit to challenge the acquisition, alleging it would cause “specific harm” to American movie and TV writers by reducing the number of Hollywood buyers.
A fourth lawsuit was filed Tuesday by Paramount investors accusing David and Larry Ellison of striking an illegal deal with Trump for approval of the deal, including promised changes to CNN and a $16 million settlement with CBS, which David Ellison also owns.
Despite the mounting legal challenges, Paramount has said it still expects to close the deal by September.
“The company believes strongly in this, and they would take this up to the Supreme Court if they had to,” Jeffrey Kessler, Paramount’s lead counsel, told CNBC Tuesday, saying the company would “absolutely” appeal if a judge approves the TRO.
