DOJ antitrust division OKs Paramount-WBD deal in key step for merger

The U.S. Justice Department’s Antitrust Division has cleared Paramount Skydance’s $111 billion bid for Warner Bros. Discovery, removing a major federal obstacle to one of the most closely watched media mergers of Donald Trump’s second term.

The approval, announced Friday and first reported by Politico, came after an eight-month review. Justice Department officials concluded the transaction was unlikely to harm competition or consumers and declined to challenge it, according to people familiar with the matter who were granted anonymity to discuss sensitive details.

The department approved the deal without requiring divestitures, conduct restrictions or other concessions, one of the people said.

If completed, the merger would unite Paramount with the company behind Warner Bros., CNN and HBO Max, combining two of Hollywood’s most storied studios and reshaping the entertainment business. HBO Max would be folded together with Paramount+ in a streaming service with about 200 million subscribers.

The deal has drawn fierce opposition from across the media industry and Hollywood, where workers and creators fear it could bring widespread layoffs, fewer opportunities and greater concentration across film, television and streaming.

Skydance’s 2025 acquisition of Paramount has already been heavily criticized after it appeared executives gave considerable concessions to the Trump administration. These included pledges to end diversity, equity and inclusive efforts, and CBS News agreeing to settle a “news distortion” lawsuit brought by Trump — after which the FCC quickly approved the transfer of CBS-owned television stations’ licenses, the final roadblock in completing the merger.

In a statement, the Antitrust Division said investigators reviewed more than 2 million documents, conducted depositions and coordinated with state attorneys general before reaching their decision. The department said the merger could strengthen competition by creating a larger rival across streaming, television and film.

Paramount praised the decision, saying the combined company would be better positioned to compete against dominant technology platforms in a media industry increasingly defined by competition for audiences, talent, technology and investment. The company said it is focused on closing the transaction as quickly as possible.

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Federal approval does not end the merger’s legal risk. California Attorney General Rob Bonta is still reviewing the deal and could sue to block it.

“The merger of Warner Bros and Paramount remains under investigation by the California Department of Justice,” a spokesperson for Bonta’s office told Politico.

Paramount has urged California not to challenge the transaction. In a letter to Bonta last month, Paramount Chief Legal Officer Makan Delrahim argued the deal would strengthen competition by creating a more formidable rival to Netflix while expanding theatrical releases and investment in film production.

Representatives for about a half-dozen state attorneys general, including Bonta and New York Attorney General Letitia James, listened in on a recent meeting between Paramount CEO David Ellison and Justice Department officials.

Ellison met in person with Antitrust Division officials for about two hours three weeks ago, according to one person familiar with the meeting. Officials questioned him about the transaction and its potential competitive effects until they were satisfied they had addressed their concerns, the person said.

Ellison, whose father is Oracle co-founder Larry Ellison, a longtime Trump ally, has been personally involved in Paramount’s outreach to federal officials. He met at least twice with antitrust lawyers and senior Justice Department officials as the company argued the merger would make Paramount a stronger competitor, not reduce competition.

The merger also followed a brief bidding contest for Warner Bros. Discovery. Public scrutiny intensified after Netflix withdrew its own offer, leaving Paramount’s bid as the winning proposal. Netflix also walked away with a $2.8 billion breakup fee that Paramount agreed to pay after sweeping in with its final offer.