A ticking fee is what a buyer pays for every day a signed deal sits unconsummated past a deadline. Paramount Skydance filed a motion Monday asking a federal judge to require the coalition of state attorneys general blocking its merger with Warner Bros. Discovery to post a bond of $1,884,726,092.73, covering those fees and financing costs the company says cannot be recovered once the deal finally closes.
The merger has cleared regulators in 68 jurisdictions, including the U.S. Department of Justice. A coalition of 12 state attorneys general, led by California's Rob Bonta, along with the Writers Guild of America, sued in mid-July to halt the transaction, alleging the merger would substantially reduce competition in wide-release film distribution and basic cable television.
The motion, filed with U.S. District Judge Araceli Martinez-Olguin, asks the court to dissolve the existing hold on the deal if the plaintiffs have not posted the bond by September 30, 2026. Under the merger agreement, Paramount is required to pay Warner Bros. Discovery shareholders approximately $6.97 million per day beginning October 1 for every day the deal remains unconsummated. The company told the court that, by the time trial concludes and final briefs are submitted, it will have paid approximately $1.3 billion in ticking fees alone. It also projected roughly $190 million in incremental financing costs if the delay runs to June 2027.
Paramount cited the Clayton Antitrust Act and other federal statutes, arguing the law requires plaintiffs to secure a bond against financial harm caused by holding up a transaction while litigation is pending. "Absent security, even a complete victory on the merits would not restore a dollar of those extraordinary losses," the company said in the filing.
California's office rejected that reasoning. A representative for Bonta said the company "went into this process with eyes wide open" and characterized the bond demand as an attempt to "blackmail" the attorneys general into dropping the suit. The office also noted that Paramount had agreed to the current timeline without seeking a bond as a precondition: "What's more, Paramount itself stipulated to the timing it is now protesting."
Judge Martinez-Olguin set the trial for March 2, 2027, after rejecting Paramount's earlier request for a November 2026 start. When she issued the temporary restraining order pausing the deal, she declined to impose a bond at that stage, finding that the plaintiff states appeared to be acting in the public interest.
Bonta, appearing Monday on MS Now's "State of Play With Peter Alexander," said that discussing how to resolve the case "in good faith" has "always been on the table and remains on the table."