The antitrust lawsuit filed by 12 states, which secured a temporary block and prompted Paramount Skydance to agree to a pause extending potentially into mid-2027, forms the core driver behind the 77% market-implied probability against closing by year-end 2026. While the Justice Department cleared the $111 billion deal and approvals arrived from the EU, China, and the U.S., the litigation introduces substantial uncertainty around timelines, with trials possibly starting in fall 2026 or later and appeals likely if states prevail. The original agreement targeted Q3 2026 closure but now carries an extended termination date, raising the effective cost through ticking fees and highlighting regulatory hurdles in media consolidation amid streaming competition. Traders are weighting the risk of further delays or restructuring over swift resolution.