California Attorney General Says Paramount-WBD Merger Settlement Would Require "Robust Structural Remedies"

California Attorney General Rob Bonta told CNBC on Thursday that any settlement in the multistate antitrust lawsuit seeking to block Paramount Skydance's acquisition of Warner Bros. Discovery would require the combined company to accept significant structural concessions.

"[Paramount] wanted to talk about everything except for what this case is about," Bonta told CNBC's David Faber. "They want to talk about the streaming market, which we don't allege in our complaint. They want to talk about CNN, which is not a focus of our complaint. They want to talk about the foreign regulators. We want to talk about the three markets that we set forth in our complaint, where we think there's antitrust violation."

Bonta and 11 other state attorneys general filed the lawsuit in July seeking to block the merger. The coalition includes Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon, and Washington.

The lawsuit centers on the scale of the combined entity, which the states argue would control nearly one-third of domestic film output and nearly a third of basic cable TV programming — a level of market concentration the attorneys general characterize as a clear antitrust violation.

If completed, the deal would unite two of Hollywood's most storied studios — Warner Bros. and Paramount — alongside a sweeping portfolio of television assets. Those include Paramount's broadcast network CBS and pay cable channels such as MTV and BET, combined with WBD's CNN, Discovery, and other properties. The transaction would also merge streaming platforms Paramount+ and HBO Max under a single corporate umbrella.

Bonta signaled the states are not categorically opposed to a negotiated resolution, but set a high bar for any agreement. "Coming to the table has always been on the table," he said. "And if [CEO David] Ellison and Paramount want to come to the table in good faith and talk, we want to talk too. We're happy to have that conversation."

He added, however, that the states' preference for out-of-court resolution is conditional on the other side engaging directly with the specific allegations in the complaint. "We do prefer to resolve cases in the boardroom instead of the courtroom, but for now we're bringing our case, and I hope they can focus on the actual allegations we make in our complaint," Bonta said.

The attorney general described the case as "black-and-white" from an antitrust standpoint, underscoring the states' confidence heading into what is likely to be a protracted legal fight.

Whether Paramount and WBD engage in substantive settlement talks — or force a courtroom resolution — will determine the timeline for one of the largest media consolidation attempts in recent years. Regulators and industry observers will be watching closely to see whether the parties narrow the gap between their stated positions in the weeks ahead.

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