Paramount clears the last major hurdle to buying Warner Bros. Discovery by settling the lawsuit brought by 12 states

• Paramount Skydance settled an antitrust lawsuit that was holding up its merger with Warner Bros. Discovery.
• Twelve states had sued to stop Paramount's WBD deal.
• Buying WBD would make David Ellison's company a Hollywood giant.

David Ellison's Paramount Skydance has cleared the last major hurdle to closing its $110 billion merger with Warner Bros. Discovery.

Paramount has settled the lawsuit brought by 12 states, California's Attorney General Rob Bonta announced on Monday.

Buying WBD will create the Hollywood behemoth that Ellison, Paramount's CEO, believes will have the size and strength to compete with giants like Netflix and Disney.

Ellison's Paramount will soon control the Warner Bros. studio, HBO, HBO Max, and TV networks CNN, TBS, and HGTV. The 114-year-old media company already owns the Paramount Pictures studio, CBS, streaming services Paramount+ and Pluto TV, and cable networks like Comedy Central.

In February, Paramount agreed to buy WBD for $31 per share. The agreement followed a monthslong bidding war with Netflix, which had planned to buy WBD's studio and streaming assets for $27.75 per share.

Paramount was pushing to close the WBD deal by the end of September to avoid paying WBD shareholders a so-called "ticking fee" of about $7 million per day, or $650 million per quarter, which it would have owed starting on October 1 if its deal wasn't finalized.

Ellison's company suffered a setback in July when 12 US states and the Writers Guild of America sued to block the acquisition, arguing that the merger would give Paramount too much power over the distribution of theatrical movies, big-budget films, and cable channels.

Paramount denied those claims and said its deal would improve competition in Hollywood and benefit consumers, while noting that the deal had been approved by every other major regulatory authority, including the US Department of Justice.

High-profile actors and directors like Mark Ruffalo and JJ Abrams also opposed the Paramount-WBD deal, saying in an open letter that consolidation would result in "fewer opportunities for creators."

In July, the plaintiffs in the antitrust case were granted a temporary restraining order by a federal judge, which put the deal on pause.

Paramount then agreed not to close its WBD deal until either June 1, 2027, or five days after the resolution of the antitrust cases, whichever came first. The trial was set to begin in early March. If Paramount didn't complete its WBD deal, it would have owed its acquisition target a $7 billion breakup fee.

Inside Paramount, employees told Business Insider they were torn about whether a deal with WBD would put their jobs at risk or keep them safe as their company grew stronger and better positioned to compete with streaming giants.

Pairing Paramount+ with HBO Max would create a larger streamer with far more content, though consumers are concerned it could lead to higher prices, said Mike Proulx, a media-focused research director at Forrester.

"Regulators spent months debating theatrical output, production commitments, and market structure," Proulx said. "But consumers are simply asking, 'Will this merger improve my entertainment experience without increasing my monthly bill?'"