Paramount must release 30 films a year or sell Miramax, the label behind its biggest hit of the year

Paramount and twelve state attorneys general published the proposed consent decree on Monday morning, and the number that governs it is thirty. The combined company has to put at least thirty-plus films a year into cinemas. Miss the figure, fail to make up the shortfall inside a six-month cure period, and it has to sell Miramax.

The decree is specific about what selling means. The combined entity must divest its entire direct and indirect ownership interest in Miramax "on commercially reasonable terms, to a bona fide acquirer approved by the State Committee," within twelve months of the cure period running out. It also may not buy any part of it back while the commitment period lasts.

There is a shape requirement as well as a count. California attorney general Rob Bonta, laying out the terms at a morning press conference, said the annual slate has to include four films classed as independent, against twenty per cent classed as blockbusters. So the thirty cannot simply be thirty tentpoles.

"Two penalties, they fail to meet the requirements of those films. One is a structural one, a divestiture, if you will, of a corporate asset of Miramax. That is one of the penalties." — Rob Bonta, California attorney general

Miramax is a strange chip to put in the pot

It is not a large piece of the Paramount estate — nowhere near CBS. But Paramount's highest-grossing release of the year is a Miramax co-production: Scary Movie, which has taken $231.9 million worldwide and $108.2 million in North America. Miramax also owns the series currently sitting at No. 1 on Netflix worldwide, The Gentlemen.

And after that the cupboard looks bare on paper. There are no other Miramax films currently dated on Paramount's theatrical release schedule in Rentrak, which makes the label an odd hostage for a promise about theatrical volume.

• Thirty-plus theatrical films a year from the combined company
• Four of them classed as independent; twenty per cent as blockbusters
• Six-month cure period if the count falls short
• Failure to cure means selling all of Miramax within twelve months
• No buying any part of it back during the commitment period

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Miramax does not sell only to Paramount

That is the part the headline number glosses over. Miramax funds pictures through foreign sales and independent financing and then auctions distribution, frequently to somebody else. The Beekeeper went out with Jason Statham attached; Supermax, Serendipity and 4 Kids Walk Into a Bank are set up at Amazon MGM Studios; The Holdovers, which won an Oscar in 2024, went to Focus Features after Focus paid $30 million for the rights.

So the asset the states are threatening to remove is one whose output does not reliably land on Paramount's own schedule in the first place. Keeping Miramax does not by itself produce thirty theatrical releases, and losing it would not obviously cost thirty either. What it would cost is the label that made this year's biggest Paramount hit.

David Ellison told staff in a memo that Paramount hopes to close the Warner Bros. deal in "approximately two weeks," while cautioning there is "still work ahead."

The writers got their own settlement the same day. The WGA confirmed it has settled its antitrust lawsuit against the merger, with terms including no writer layoffs at CBS News and $17.5 million into the guild's health fund.

None of which amounts to approval. Bonta was explicit that the agreement is "not a blessing" of the merger — it is a set of conditions attached to one that is going ahead anyway, and the first real test of them arrives a year from now, when somebody counts the films.

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