Paramount Pictures is seeking to have the states opposing its merger with Warner Bros. Discovery (WBD) post a $1.88 billion bond to cover expenses stemming from delays in closing the deal. This request came through a recent filing amid the ongoing antitrust lawsuit brought by a group of state attorneys general, led by California's Rob Bonta, which challenges the $110 billion merger. The trial is scheduled for March, and Paramount argues the delay is causing substantial financial costs, including ticking fees agreed upon in the merger contract.

The merger between Paramount and Warner Bros. Discovery aims to combine two major film studios along with a portfolio of pay-TV networks and streaming services like HBO Max and Paramount+. The states filing the suit contend that the merger would violate the Clayton Antitrust Act, a law intended to prevent anti-competitive business combinations. Paramount counters that federal law requires plaintiffs seeking to block transactions to provide financial security for the associated harm, which is why they seek the bond.

Paramount has already secured regulatory clearance from the U.S. Department of Justice and other international authorities, but delays prompted by the lawsuit could push closing beyond June 2027. The merger agreement includes ticking fees estimated at 25 cents per share per quarter, potentially costing Paramount $650 million each quarter until the deal closes. Paramount noted that with extended delays, total ticking fees could reach $1.3 billion and that the postponement also threatens the validity of existing regulatory approvals.

Responding to the bond request, a spokesman for Bonta’s office maintained that Paramount and Warner Bros. willingly included the ticking fee knowing the regulatory review risks involved. They argued Paramount agreed to the delayed closing timeline without attaching bond conditions and is now seeking to revisit that agreement. Paramount acknowledged that the $1.88 billion figure covers immediate financial liabilities but emphasized the broader impacts of delay, including lost integration benefits and employee uncertainty. The states involved in the lawsuit include Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon, and Washington.