The 12-state antitrust challenge against the Paramount-WBD deal is weak because the combined market shares barely exceed merger guideline thresholds, making it a close case that Paramount itself views as winnable. The UK and European Commission will probably clear the deal eventually. Even if states obtain a preliminary injunction, a settlement is the likely outcome rather than outright deal failure. Additionally, WBD shareholders are protected by a $0.25/share/quarter ticking fee that kicks in on October 1st, providing a yield during delays while Paramount bears the cost, putting pressure on Paramount to close.