Proposed acquisition of Warner Bros. Discovery

Paramount Skydance initiated an acquisition of Warner Bros. Discovery in early 2026. After WBD began evaluating strategic alternatives to a previously planned corporate split, multiple bids were submitted, leading to a bidding war between Paramount Skydance, Netflix, and Comcast in November 2025. On December 4, 2025, WBD entered into a merger agreement with Netflix, which would have transferred its studios and streaming assets to the company while spinning off its linear networks business.

On December 8, 2025, Paramount Skydance launched a rival all-cash tender offer for WBD and continued to revise its proposal in the following months. After receiving a contractual waiver from Netflix on February 17, 2026, WBD reopened negotiations with Paramount. On February 26, 2026, WBD's board determined that Paramount's revised $110.9 billion offer, valuing shares at $31 each, constituted a superior proposal to the existing Netflix agreement. Netflix declined to match the offer and withdrew, allowing Paramount Skydance to proceed as the winning bidder.

The initial Netflix–WBD agreement drew mixed reactions within the entertainment industry, with commentary focusing on consolidation in the streaming market, the future of theatrical film distribution, and the potential for cost reductions following the merger.^[1][2] The subsequent Paramount Skydance–WBD deal is expected to take 6–18 months to close, pending regulatory and shareholder approval.^[3]

WBD was established on April 8, 2022, and created through AT&T's divestment of WarnerMedia and subsequent merger with Discovery, Inc., via a Reverse Morris Trust transaction.^[4][5] Through the agreement, Discovery executives would assume majority control over the merged company, while AT&T would no longer hold any ownership interest. AT&T attempted to reinvent itself as a major player in the entertainment industry through acquiring Time Warner and DirecTV, but later reversed course after unsuccessful synergies.^[6] Issues facing WBD were its initial debt load of over $43 billion and heavy market devaluation of its stock, with it losing over 60% of its value by early 2025.^[7] To bring down debt, WBD began undertaking strict cost-cutting strategies that included corporate reorganization, controversial tax write-offs, and the removal of dozens of movies and television shows from HBO Max.^[8][9] Despite these efforts, the linear cable networks of WBD continued to lag behind in profits compared to the more profitable streaming and studios businesses.^[10]

On December 12, 2024, WBD restructured its operations into two business segments: WBD Streaming & Studios and WBD Global Linear Networks.^[11] David Zaslav, the President and CEO of WBD, stated the new structure would enable "flexibility with potential future strategic opportunities", which hinted towards a corporate split.^[12] On June 9, 2025, WBD announced it was moving towards separating into two separate companies by mid-2026. The successor companies would have been named "Warner Bros." and "Discovery Global".^[13][14] The announcement was met with mixed reception from the industry, with many believing it was an admission that the WBD merger had failed to meet expectations, but others saw it as an opportunity for Warner Bros. to become an easier acquisition target for bigger companies, which were not interested in its cable networks.^[15]

In September 2025, David Ellison, the CEO of Paramount Skydance (which had formed the previous month from the merger of Skydance Media and Paramount Global), held a board meeting to discuss the possibility of Paramount acquiring Warner Bros. Discovery so that Paramount could better compete against Amazon, Disney, and Netflix. A few days later, he visited David Zaslav's home to propose a $19 per share cash and stock bid, formalized a few days later in a letter that set the cash proponent at 60%. Paramount offered the proposal only a few months after WBD announced its split, and WBD rejected the offer. At the end of the month, the Paramount deal was increased to $22 per share with 67% cash, a $2 billion payment if it did not pass regulatory review, and a proposal for Zaslav to stay as co-CEO and co-chairman of the new company. A third offer on October 13 further increased it to $23.50 per share and 80% cash. WBD continued to reject Paramount's proposals.^[16]

In November, Starz submitted a $25 billion bid for Discovery Global, according to disclosures related to WBD's strategic review.^[17] The proposal focused on the cable networks under Discovery Global and was structured separately from WBD's studio and streaming assets.^[18] Following the conclusion of the auction process in December, Standard General was also approached by WBD shareholders to acquire Discovery Global.^[19]

After Paramount's three failed attempts and Starz's bid, talks of a potential sale of WBD began circulating, and the company announced it was reviewing strategic alternatives to its' previously announced plan to split into two companies after receiving unsolicited interest from multiple parties.^[20] It was said that WBD was going to prepare for a bidding process after the completion of the split, however, due to Paramount's interest in acquiring the entire company before the split, and the company receiving interest from other parties due to Paramount's offers, WBD had to conduct the bidding process earlier than was expected. Early public reporting identified three major potential bidders: Netflix, Inc., Comcast (through its NBCUniversal media subsidiary), and Paramount. In the first round of non-binding proposals submitted on November 20, 2025, Paramount submitted a $25.50 per share offer for the entire company, while Netflix and Comcast sought to acquire the Warner Bros. studios and intellectual properties, HBO and HBO Max.^[16][20]

After the initial round of bids, WBD solicited a second round of bids. On December 1, 2025, Netflix, Paramount and Comcast all once again submitted binding second-round bids, with Paramount submitting an all-cash $26.50 per share offer for the entire company.^[16][21]

As the process moved to a final decision, Paramount sent a letter to Zaslav alleging that the sale had become "tilted" in favor of Netflix. The letter claimed that the WBD board had embarked on "a myopic process with a predetermined outcome", pointing to alleged conflicts of interest regarding the friendship of Zaslav and Netflix co-CEO Ted Sarandos and questioning whether the auction remained fair.^[22] The Wall Street Journal reported that Paramount's final offer was $30 per share, all-cash, and it had secured arrangement from its three Middle Eastern sovereign wealth backers to not take board seats that would trigger increased regulatory review.^[16]

Despite Paramount's objections, on December 5, 2025, multiple outlets reported that Netflix had prevailed in the bidding war and had entered into exclusive negotiations with WBD to acquire its studio and streaming business. Netflix announced the acquisition shortly after, which valued WBD at $82.7 billion enterprise value ($72.0 billion equity value and $59 billion of debt from Wells Fargo, HSBC, and BNP Paribas), and priced post-split Warner Bros. shares at US$27.75.^[26] The acquisition represented Netflix's first departure from its long-standing "builders, not buyers" approach, and marked a shift toward acquisition-led expansion. Because of this, many had not expected Netflix to make a bid during the auction process.^[27]

As part of its proposed acquisition of WBD's studios and streaming assets, Netflix stated that Warner Bros. films would have a 45-day exclusive run in theaters before becoming available on streaming. Netflix co-CEO Ted Sarandos described this commitment as a shift from the company's earlier streaming-first strategy. Sarandos said the policy is intended to address concerns from cinema operators, creative talent, and regulators that the acquisition could weaken theatrical distribution. However, some theater owners and industry commentators have argued that additional consolidation under Netflix could lead to fewer theatrical releases overall and increase the company's bargaining power as a major buyer of film content.^{[28][29][30][31]}

Netflix planned to keep both its streaming service and HBO Max separate from each other. It had planned to launch various bundles featuring both services for both Netflix and HBO Max subscribers as well as for subscribers of HBO. Netflix argued that the dominance of YouTube in the streaming video market as well as the presence of other large platforms such as Instagram and TikTok would not make its acquisition of Warner Bros. and HBO Max anti-competitive. This argument was criticised by some analysts given the fundamental differences between YouTube and Netflix's business models. Netflix further argued that the bundling of the two services proved that it would not raise prices for the two services.

Paramount argued that its deal would face fewer regulatory obstacles than the Netflix deal, and warned that the Netflix deal would shift away from theatrical releases and concentrate the streaming market.^[32] Paramount stated that Netflix's deal would have lead to fewer theatrical film releases and speed up the shift toward streaming services, which could have negatively affected movie theaters. It also referred to public statements by Netflix executives who questioned the long-term role of movie theaters. In addition, Paramount said that a combined streaming portfolio of Netflix and HBO Max would have represented about 43% of global subscription video-on-demand subscribers, which it argued would have raised antitrust concerns.^[32]

On December 8, 2025, Paramount launched a hostile all-cash offer of $30 per share for WBD, valuing the company at about $108.4 billion in enterprise value. The bid included equity backing from investors such as the Ellison family and RedBird Capital and debt commitments from major banks, and Paramount said the combined company would be a more competitive media and streaming business than alternatives under consideration.^[33][34] WBD's board said it would review the proposal in accordance with its fiduciary duties and existing agreements.^[35][36]

In mid-December 2025, media reports indicated that WBD's board planned to recommend shareholders reject the Paramount Skydance offer in favor of its agreement with Netflix, citing greater certainty and financial terms.^[37][38] The board subsequently rejected the bid and advised shareholders accordingly, while Paramount Skydance said it remained committed to pursuing the acquisition.^{[39][40][41][42][43]} Around the same time, Affinity Partners withdrew from participating in Paramount's financing consortium.^[44][45]

On December 22, 2025, Paramount Skydance amended its offer to address investor concerns, including additional financing assurances backed by Larry Ellison.^[36] WBD said it would review the revised proposal and advised shareholders to take no action while it evaluated the offer.^[46] Some shareholders said the revised bid still needed improvement.^[47]

After the board of WBD endorsed Netflix's lower but previously signed agreement instead of a higher all-cash offer from Paramount Skydance, the company filed suit in the Delaware Court of Chancery. The complaint asked the court to require WBD to provide additional details about its decision-making process, including how it assessed the Netflix transaction, valued its remaining "Global Networks" business, and evaluated the risks and pricing of Paramount's competing tender offer. At the same time, Paramount indicated that it was prepared to pursue a proxy fight. The company announced plans to nominate its own slate of directors to WBD's board in an effort to encourage shareholders to support Paramount's bid rather than the agreement with Netflix.^[48][49][50]

During the litigation, Paramount Skydance asked WBD for more disclosure about valuations, debt assumptions, adviser analyses, and the board's reasoning for favoring the Netflix deal over Paramount's offer, as part of litigation tied to its takeover attempt.^[51] The Delaware Court of Chancery declined to grant Paramount Skydance's request for expedited proceedings, but instead accepted to grant Netflix's request for expedited proceedings. The court's decision allowed WBD to continue pursuing the Netflix deal while Paramount Skydance's litigation proceeds on a standard timetable.^[52]

On January 13, 2026, Netflix amended its $82.7 billion offer for WBD's Streaming and Studios division from a cash-and-stock deal to all-cash, while maintaining its $27.75 per share price.^[53]

Growing investor opposition strengthened Paramount's position. Pentwater Capital, a hedge fund and significant WBD shareholder, stated publicly that Paramount's offer was economically more favorable when accounting for regulatory risk and deal certainty. The firm also held discussions with Paramount about potentially supporting a challenge to WBD's board.^[54][55]

Ancora Holdings, an activist investor with a stake valued at nearly $200 million, separately criticized WBD's board for what it described as insufficient engagement with Paramount. Ancora threatened to initiate a proxy contest and urged the company to reopen negotiations regarding Paramount's higher all-cash bid.^[54][55]

These developments increased pressure on WBD's directors to justify their decision to support Netflix's offer instead of Paramount Skydance's competing proposal.^[54][55]

On February 17, 2026, WBD said it would reopen negotiations with Paramount Skydance after Netflix granted Paramount a seven-day waiver to submit a "best and final" offer. WBD said Paramount had verbally agreed to raise its bid to at least $31 per share if talks resumed, which WBD accepted. The same day, David Ellison wrote to Senator Cory Booker arguing that Netflix's proposed acquisition would harm competition and that Paramount Skydance's ownership would expand streaming and theatrical distribution. Ellison did not address most of Booker's questions regarding his communications with the Trump administration or potential changes to CNN. Also on February 17, Netflix co-CEO Ted Sarandos criticized Paramount's bid on CNBC, accusing the company of creating confusion for shareholders. Ancora said it would pursue a proxy fight to replace directors if WBD failed to adequately consider Paramount Skydance's offer.^[56][57][58]

On February 20, 2026, Paramount said it had satisfied a Hart–Scott–Rodino (HSR) waiting period related to its unsolicited bid for WBD and argued that there was no U.S. statutory barrier to completing the transaction. Netflix disputed Paramount's characterization, stating that the expiration of an HSR waiting period does not indicate regulatory approval and that further review could still occur. The exchange reflected competing public messaging by Paramount and Netflix as regulators continued examining the proposed deals.^[59]

On February 22, 2026, Netflix went under DOJ antitrust scrutiny "to create a monopoly" with the Warner Bros. merger.^[60]

On February 23, 2026, Paramount's insiders told Variety that Paramount's revised offer for WBD would likely come in at $32 per share.^[61]

On February 24, 2026, WBD confirmed it had a received a revised offer from Paramount and was reviewing it in consultation with its financial and legal advisors.^[62]

On February 26, 2026, WBD confirmed that it considered Paramount's increased bid to be superior to Netflix's current offer, triggering a four-business-day period during which Netflix could improve its offer. Paramount's latest acquisition bid was reported to be approximately $111 billion bid for the entirety of WBD, including its linear cable channels, for $31 per share.^[63][64] Netflix subsequently declined to increase its bid, and Sarandos and Greg Peters released a statement stating that the deal was "no longer financially attractive".^[65][66][67]

Following Netflix's exit from the deal on February 26, Paramount ultimately emerged as the winner of the bidding war. On the same day, David Zaslav announced the acquisition by Paramount, stating that it provided "tremendous value for shareholders", and wished Netflix well.^[64][67] David Zaslav said he expected the acquisition of Warner Bros. Discovery to take at least 6–18 months to close, pending regulatory and shareholder approval.^[3] The following day, it was revealed that the deal was worth $110 billion.^[68]

Paramount announced on March 2, 2026 during a conference call that Paramount+ and HBO Max would be merged into a single streaming service following the completion of the Paramount-Warner Bros. merger.^[69][70]

Warner Bros. Discovery investors are eyeing to receive 14% back on their shares if the $111 billion merger with Paramount Skydance closes by September 30, 2026.^[71] David Zaslav is set to recieve more than $550 million in compensation after Paramount's merger with Warner Bros. Discovery closes.^[72]

In a letter to Adam Schiff and Laura Friedman, David Ellison said that he would keep Paramount and WBD operating separately and preserve jobs after the Paramount-WBD merger deal closes.^[73]

Several theater-owner groups warned that the proposed Netflix–Warner Bros. deal would harm theatrical film distribution. Cinema United, a major trade association, called the acquisition an "unprecedented threat", arguing that Netflix's streaming-first strategy might reduce theatrical releases, cut box-office revenue, and hurt independent cinemas. The group urged regulators to scrutinize the transaction, saying the consolidation could affect theaters worldwide.^[74][75]

The Directors Guild of America (DGA) reportedly expressed concerns over the Netflix–Warner Bros. merger, noting that a major consolidation could threaten competitive opportunities for talent and reduce diversification in studio and streaming-driven content.^[76]

The Writers Guild of America (WGA) stated that the proposed Netflix–Warner Bros. merger "must be blocked", arguing that "the world's largest streaming company swallowing one of its biggest competitors is what antitrust laws were designed to prevent."^[77][75]

Actress Jane Fonda heavily pushed back against the Netflix–Warner Bros. deal. In a statement released through her organization Committee for the First Amendment, she called the deal "catastrophic" and urged the Department of Justice to review the deal.^[78][79][80]

SAG-AFTRA raised concerns about the proposed Netflix–Warner Bros. transaction, saying it could affect creative workers and the broader entertainment industry. The union stated that any merger should increase production and protect jobs, and said its final position would depend on a full review of the proposal. Unlike some other industry groups, SAG-AFTRA had not called for the deal to be blocked.^[81]

James Cameron publicly threw his support behind Paramount Skydance in its bidding war for WBD, claiming that a Netflix takeover "would be a disaster" for the studio's long-term creative future.^[82][83]

Roy Price wrote that an acquisition of Warner Bros. by Netflix could lead to fewer shows being made and "a narrower range of storytelling" with "decision making around one organization's or one individual's point of view".^[84]

Cinema United warned a congressional committee that an acquisition of WBD by either Netflix or Paramount Skydance could negatively affect movie theater operators. The trade association said further industry consolidation could reduce the number of films released theatrically and increase studios' leverage in negotiations with exhibitors. Cinema United outlined its concerns in a statement submitted to a U.S. House Judiciary Committee antitrust subcommittee holding a hearing on competition in digital streaming.^[85]

On January 29, 2026, a coalition of indie filmmakers, theater operators and nonprofits has reportedly sent a letter to the National Association of Attorneys General (NAAG), asking state attorney generals to block Netflix's accepted $82.7 billion acquisition of WBD's studio and streaming businesses, citing antitrust concerns.^[86]

In February 2026, several Hollywood labor groups, including the Directors Guild of America, Producers Guild of America, and Writers Guild of America, submitted statements to a Senate Judiciary antitrust subcommittee expressing concerns about the potential sale of WBD.^[87]

On February 5, 2026, Paramount CEO David Ellison published an open letter to the UK creative community outlining commitments tied to Paramount's bid for WBD, including increased content investment, continued theatrical releases, and preserving HBO as a distinct brand. Ellison described a Paramount–WBD combination as pro-competitive and criticized the rival Netflix deal as potentially creating excessive market power, a claim Netflix disputed. He also highlighted Paramount's UK operations and pledged support for competition and the creative workforce.^[88]

Cinema United told lawmakers the Netflix–Warner Bros. deal could cut theatrical releases, increase consolidation, and harm theaters and local economies.^[89]

Several entertainment unions expressed opposition to the proposed Netflix–Warner Bros. transaction, including the Writers Guild of America, which urged lawmakers to block the deal.^[90]

Senator Adam Schiff and Representative Laura Friedman asked for details on U.S. production, union jobs, AI safeguards, and competition, seeking responses by February 15, 2026, to assess the deal's impact on Hollywood workers.^[91]

On February 13, 2026, AGC Studios chairman Stuart Ford criticized Netflix's proposed acquisition of Warner Bros. during a keynote at the European Film Market in Berlin, warning it could harm the film industry's financial model. He said a studio-streamer merger might reduce backend participation and residuals for producers and talent, though he noted that stronger theatrical commitments could lessen some concerns. Ford argued that streaming-driven consolidation could threaten traditional revenue-sharing practices that support industry workers.^[92]

In February 2026, the board of WBD reportedly reconsidered renewed discussions with Paramount Skydance regarding a revised acquisition proposal, despite having previously agreed in December to an $83 billion sale to Netflix. Paramount Skydance's latest offer, its ninth since 2025, included a provision granting WBD shareholders an additional $650 million per quarter for any delay in completing the Netflix transaction beyond December 31, 2026. Although the board initially rejected the revised proposal as insufficient, ongoing scrutiny from investors and corporate governance observers prompted further evaluation to demonstrate fulfillment of fiduciary duties. Under the existing agreement, Netflix retains the right to match any superior competing offer prior to closing, while the proposed transaction is expected to face regulatory review in the United States.^[93]

On February 18, 2026, Cinemark Theatres CEO Sean Gamble said exhibitors were cautious about Netflix's pledges to maintain traditional theatrical release windows, citing the company's history and calling for firmer assurances. He described the situation as "active and fluid" as Netflix and Paramount Skydance competed for WBD. Gamble said Cinemark, individually and through the trade group Cinema United, had remained in contact with the companies and regulators to advocate for sustained exclusive theatrical windows. He added that exhibitors had long believed Netflix would eventually recognize the value of theatrical releases, noting that Amazon and Apple had embraced the model.^[94]

On December 8, a class-action lawsuit was filed against Netflix by an HBO Max subscriber residing in Las Vegas, Michelle Fendelender, who alleges that the proposed Netflix–Warner Bros. acquisition would reduce competition in the U.S. video on demand market.^[95][96]

A group of film industry figures, described as concerned feature film producers, sent an anonymous letter to members of the U.S. Congress urging lawmakers to oppose the proposed acquisition of WBD by Netflix and to apply heightened antitrust scrutiny. The letter argued that combining WBD's film and television library with Netflix's streaming platform could increase market concentration, reduce competition, and limit creative diversity by consolidating control over content production, distribution, and release strategies within a single company.^[98]

U.S. Senator Elizabeth Warren criticized the proposed acquisition of WBD by Netflix, stating that it could raise antitrust concerns related to market concentration. Warren argued that the transaction could reduce competition in the streaming market, potentially resulting in higher prices, fewer consumer choices, and adverse effects on workers in the media industry. She also called for rigorous and transparent enforcement of U.S. antitrust laws during the review process, including by the Department of Justice.^[99]

U.S. Senator Mike Lee stated that the proposed acquisition of WBD by Netflix raised antitrust concerns and indicated that congressional oversight of the transaction was likely. Republican Senator Roger Marshall and U.S. Representative Darrell Issa also called on federal antitrust authorities to closely review the proposed merger, citing potential effects on theatrical film distribution.^[100]

The Netflix proposal raised concerns about potential job losses. U.S. Representative Laura Friedman stated that continued consolidation in the film and television industry has contributed to employment losses and argued that any merger should be evaluated based on its effects on competition and labor.^{[101][102][103][104][105]}

President Donald Trump stated that the Netflix acquisition could raise concerns due to the size of the combined company's market position and said that he expected to be involved in the regulatory review process. Trump also stated that he had not discussed the competing proposal involving Paramount Skydance with Jared Kushner, whose firm Affinity Partners was among the external financiers of that bid.^[106][107]

Senior Trump administration officials had previously told CNBC that the administration viewed the Netflix acquisition with "heavy criticism".^[108]

According to regulatory filings, the financing for the Paramount Skydance proposal included investments from sovereign wealth funds associated with Saudi Arabia, the United Arab Emirates, and Qatar. The filing stated that these investors, along with Affinity Partners, agreed to forgo governance rights and representation on the board of directors, a structure the company said would place the transaction outside the scope of review by the Committee on Foreign Investment in the United States. The same filing reported that Tencent had withdrawn its financing from the proposal, which Paramount Skydance said was intended to avoid potential CFIUS review.^[109] Affinity Partners withdrew its financing on December 16.^[110]

The Wall Street Journal reported that after the Netflix deal was publicly announced, Larry Ellison, the father of Paramount Skydance CEO David Ellison, called Trump to argue that the deal would hurt competition. Before Paramount Skydance's hostile takeover bid was announced, it was also reported that David Ellison went to Washington DC and promised Trump administration officials that he would make big changes to CNN.^[16] Larry Ellison reportedly discussed with White House officials replacing specific CNN hosts that Trump reportedly dislikes.^[111] Trump has stated that he thinks that it is "imperative" that CNN be included in an acquisition "because the people that are running CNN right now are either corrupt or incompetent".^[112][113] CNN is among the various news organizations against which Trump has pursued retaliatory litigation and his administrations have removed the press credentials of their reporters,^[114] and while the Paramount Skydance proposal includes the purchase of CNN, the Netflix proposal does not.^[115]

In an interview with CNBC on December 8,^[116] David Ellison suggested that CNN would be merged with CBS News, which had been included in the Paramount–Skydance merger that was completed on August 7, 2025.^[115] Before the Paramount–Skydance merger, Paramount Global paid a $16 million settlement in a lawsuit Trump filed against the company over alleged deceptive editing on 60 Minutes that observers suggested was necessary for the merger to be approved by the Federal Communications Commission (which was required because of Paramount's ownership of 28 broadcast licenses of CBS-affiliated television stations).^[114]

After acquiring CBS News, David Ellison made a series of changes to the organization that anonymous sources within CBS News have suggested were in response to Trump's criticisms of the organization, including installing Bari Weiss as editor-in-chief (a conservative op-ed writer and columnist that founded The Free Press) and Kenneth R. Weinstein as ombudsman (the former CEO of the Hudson Institute, a conservative think tank) and ending its corporate DEI initiatives.^[114][115] However, when asked about the Paramount Skydance acquisition proposal, Federal Communications Commission (FCC) chair Brendan Carr said that the agency would probably have no role in approval of the proposed acquisition.^[111] WBD does not own any broadcast licenses.^[117][118]

When asked in the CNBC interview whether he thought Trump was more supportive of the Paramount Skydance proposal, David Ellison said, "What I would say is I'm incredibly grateful for the relationship that I have with the President, and I also believe he believes in competition."^[119] Trump also previously arranged for Larry Ellison to acquire a sizable ownership share of TikTok as part of the enforcement of the ban-or-divestment law for foreign adversary controlled social media applications enacted in the United States in 2024.^[114] As the Justice Department's Antitrust Division and the Federal Trade Commission (FTC) have overlapping jurisdiction in reviewing mergers and acquisitions for compliance with U.S. antitrust laws,^[120][121] Paramount Skydance submitted required forms with both the FTC and the DOJ on December 8.^[122]

On January 14, 2026, U.S. Representative Sam Liccardo, a Democrat from California, called on Paramount Skydance to submit any potential acquisition of WBD to a foreign ownership review, even if such a filing was not legally required. In a letter to David Ellison, Liccardo said that a voluntary review would demonstrate good faith, strengthen public trust, and provide assurances regarding national security, data privacy, and potential foreign influence risks.^[123]

Ted Sarandos stated that he was unsure why President Donald Trump had shared the One America News article demanding that Netflix be stopped from purchasing the Studios and Streaming division of WBD, stating "No conversation we ever had was about any of the things that were in that article that he posted. I don't want to overread it, either."^[124]

On January 11, 2026, The Guardian reported that Donald Trump had repeatedly called for the sale of CNN in connection with any transaction involving WBD. The article argued that competing acquisition proposals—from Netflix and Paramount Skydance—raised concerns about media consolidation, political influence, and their potential impact on competition and free expression. It noted that lawmakers at a House Judiciary Committee hearing on streaming competition had expressed concerns about consumer harm and political pressure, and stated that neither proposed transaction would serve the public interest. The article cited Netflix's $82.7 billion bid and Paramount Skydance's hostile offer valued at approximately $108 billion, describing both as leading to increased concentration of control over film and television content.^[125]

On January 16, 2026, British culture minister Lisa Nandy met Paramount Skydance chief executive David Ellison to discuss issues affecting the UK's film and television sector.^[126] It was also reported that, on December 12, 2025, days after Netflix announced its intention to purchase the Studios and Streaming division of WBD, President Trump had purchased corporate debt security bonds from both WBD, and Netflix, valued at up to $500,000 each.^[127]

On January 22, 2026, the U.S. Department of Justice launched an in-depth antitrust review of Netflix's proposed deal. WBD disclosed in a regulatory filing that both companies had received a formal "second request" for information from the DOJ's Antitrust Division on January 16, which paused the statutory waiting period and prevented the transaction from closing pending further review. The second request signaled heightened scrutiny of whether the transaction could lessen competition in streaming, film production, or television distribution markets. The review followed Netflix's decision to revise its proposal to an all-cash offer. The transaction remains subject to regulatory approval and a shareholder vote, and both companies said they continued to expect a closing timeline of 12 to 18 months.^[128]

In February 2026, Netflix co-chief executive officer Ted Sarandos was scheduled to testify before the United States Senate regarding the company's proposal. The hearing, led by U.S. Senator Mike Lee, was expected to examine the potential effects of the transaction on competition within the streaming entertainment industry. Sarandos and WBD chief strategy officer Bruce Campbell were expected to provide testimony. While the Senate does not directly approve such transactions, the hearing provided lawmakers with an opportunity to seek information on the deal's potential impact on consumers, workers, and competitors.^[129]

During the same Senate hearing, Netflix co-chief executive officer Ted Sarandos stated that the company would commit to a 45-day theatrical exhibition window for films produced by WBD following the proposed acquisition. The statement was made in response to questioning regarding the transaction's potential effects on theatrical distribution and the film production ecosystem. Lawmakers from both parties raised concerns regarding the deal's potential impact on competition, labor markets, and content distribution. Senators questioned Sarandos on issues including residual payments, employment conditions in the entertainment industry, and Netflix's market position relative to other platforms. Sarandos stated that residuals were governed by collective bargaining agreements negotiated through the Alliance of Motion Picture and Television Producers and cited industry data indicating growth in residual payments in recent years. Senators also examined the competitive relationship between subscription-based streaming services and advertising-supported platforms such as YouTube.^[130]

Sarandos argued that viewing patterns increasingly overlapped across platforms and cited the expansion of professionally produced content and long-form programming on YouTube, as well as its growing share of television-based viewing. Members of the Senate Judiciary Subcommittee on Antitrust described the proposed acquisition as significant in scale and raised concerns regarding consolidation in the streaming industry. Subcommittee chair Mike Lee stated that the transaction warranted scrutiny due to its potential effects on competition for creative talent, content distribution, and consumer choice, including risks associated with vertical integration. Senator Cory Booker expressed concerns about the cultural and market implications of further consolidation in the entertainment industry and said that representatives of competing bidder Netflix had agreed to testify publicly at the hearing. Also testifying was Bruce Campbell, chief revenue and strategy officer of WBD. Netflix executives have stated that they have engaged in discussions with the U.S. Department of Justice Antitrust Division, European Union competition authorities, and state attorneys general regarding the transaction. The proposed acquisition remains subject to regulatory review, and Netflix has characterized the deal as pro-competitive, while regulators and lawmakers continue to assess its potential effects on market concentration and consumer outcomes.^[130]

On February 4, 2026, Donald Trump told NBC Nightly News anchor Tom Llamas that he had decided that he "shouldn't be involved" in his administration's review of the Netflix–WBD merger or if Paramount succeeds in its hostile bid. He said the Department of Justice was involved in acquisition of WBD by Netflix or Paramount.^[131]

Following testimony in February 2026 before the Senate Judiciary Subcommittee on Antitrust, Competition Policy, and Consumer Rights, lawmakers continued to evaluate Netflix's proposed acquisition of the studio and streaming assets of WBD. During the hearing, Sarandos addressed questions related to market competition, consumer impact, and the company's role in the global entertainment industry. The hearing formed part of the broader legislative and regulatory review process examining whether the transaction would comply with antitrust standards and serve the public interest. Lawmakers did not reach conclusions during the session, and the proposed acquisition remains subject to further regulatory scrutiny.^[132]

On February 6, 2026, Senator Adam Schiff and Representative Laura Friedman sent a letter to Sarandos and Greg Peters, and to David Ellison, requesting detailed commitments regarding the preservation and expansion of film and television jobs in Los Angeles in connection with their respective proposed mergers involving Warner Bros. The lawmakers noted prior public statements by Sarandos and Ellison asserting that their bids for the studio would benefit consumers and strengthen competition. Sarandos had stated that Netflix's proposed merger with Warner Bros. would help create and protect jobs in the entertainment industry. Schiff and Friedman wrote that such statements should be supported by concrete, measurable commitments to California and U.S. workers, emphasizing the importance of maintaining California's role as a center of film and television production.^[91]

On February 12, 2026, Gail Slater left her post as assistant attorney general for the antitrust division; CBS News reported she was removed by senior Trump administration officials. Confirmed with bipartisan support in 2025 and seen by some Democrats as a guard against political interference, her departure came as Live Nation Entertainment faced an antitrust trial and settlement talks with Justice Department officials outside the division, while deputy Mark Hamer also exited that week.^[133]

On February 25, 2026, Sarandos scheduled a visit to the White House by February 26 to talk about Netflix's bid.^[134] Axios later reported that after Sarandos arrived in Washington, he did not meet with Trump or any White House officials because the meeting was canceled, and that he instead met only with Justice Department officials.^[135]

On the same day, Republican attorneys warned the federal government that the Netflix-WBD deal would result in higher prices, lower reliability, and the weakness of American consumerism. They told them the Paramount-WBD deal would be much better and it will have lower prices, higher reliability, and the stronger consumerism for America's media market.^[136]

California Attorney General Rob Bonta tweeted: "the California Department of Justice has an open investigation, and we intend to be vigorous in our review."^[137]

WBD is a publicly traded company with a broad shareholder base. According to The Motley Fool, approximately 71% of its shares are held by institutional investors, 23% by individual investors, and 6% by insiders. Several major shareholders publicly stated their positions during the bidding contest for the company.^[138]

Harris Associates, which owns about 4% of WBD through its Oakmark funds, described Paramount Skydance's revised offer as improved but insufficient. In a statement to Reuters, portfolio manager Alex Fitch said the competing bids from Paramount and Netflix appeared roughly comparable and that changing transactions would involve costs. He added that Paramount would need to offer stronger incentives to secure shareholder support.^[139]

Mario Gabelli, founder and chairman of GAMCO Investors, said he was "highly likely" to tender his clients' shares to Paramount Skydance.^[140] GAMCO holds approximately 5% of WBD's non-index institutional shares.^[141]

On January 7, 2026, TheWrap reported that Pentwater Capital Management, WBD's seventh-largest shareholder, sent a letter to the board urging it to more fully engage with Paramount Skydance's amended proposal. Pentwater chief executive Matt Halbower told CNBC that he viewed Paramount's offer as economically superior to Netflix's, citing valuation and regulatory factors. He also questioned the board's stated concerns about financing risk and argued that Paramount's investors had the capacity to complete the transaction.^[142]

In early February 2026, WBD announced plans to hold a shareholder vote on its proposed $82.7 billion sale of its streaming and studio assets to Netflix, pending completion of a preliminary proxy filing. No date was set. If approved, the transaction would proceed to regulatory review in the United States and the European Union. Reports indicated that if shareholders rejected the Netflix deal, Paramount Skydance might seek to replace members of WBD's board in support of its competing $108.4 billion offer.^[143]

On February 11, 2026, activist investor Ancora Alternatives LLC announced it would vote against the Netflix transaction, support Paramount Skydance's bid, and initiate a proxy contest if the board declined to engage with Paramount. Ancora argued that Paramount's amended proposal could qualify as a "superior proposal" under WBD's agreement with Netflix, citing what it described as regulatory risks associated with the Netflix deal. Paramount had increased its $30-per-share cash offer by adding a quarterly $0.25 per-share "ticking fee" beginning after December 31, 2026, until closing. It also agreed to cover the $2.8 billion termination fee WBD would owe Netflix if it withdrew from their agreement and to assist with certain debt financing costs. WBD stated that it was reviewing the revised proposal. Analysts said the changes addressed several of the board's earlier concerns and could increase pressure on directors ahead of the shareholder vote.^[144]

Major investors involved in the proposed acquisition include Harris Associates, GAMCO Investors, Ancora Holdings, Pentwater Capital Management, and Sachem Head Capital Management.

Harris Associates, through its Oakmark Funds, owned about 4% of WBD outstanding shares, making it the company's fifth-largest shareholder during the takeover battle. Portfolio manager Alex Fitch said after the initial Netflix agreement that the bidding process was not over and encouraged Paramount Skydance to raise its offer. In December 2025, after WBD's board rejected Paramount's $108.4 billion hostile bid, Fitch told Reuters that the Netflix and Paramount proposals were similar in overall value. However, he described Netflix's offer as stronger in its deal terms, indicating that Harris Associates might support a revised Paramount bid if it addressed concerns about the transaction's structure.^{[145][146][147]}

After Paramount amended its offer on December 22, 2025, including a personal guarantee from Larry Ellison, Alex Fitch of Harris Associates described the changes as "essential, yet inadequate". He said Paramount would need to offer "a more compelling incentive" to secure shareholder support. Harris Associates' comments were seen as influential in shaping market expectations about what would qualify as a competitive bid and maintained pressure on both Netflix and Paramount to improve their proposals. In its fourth-quarter 2025 investor letter, the Oakmark Fund stated that it was "pleased with the steps the WBD board has taken thus far to unlock shareholder value" and would "continue to closely monitor developments" as the bidding process continued.^[148][149]

GAMCO Investors, led by chairman and CEO Mario Gabelli, owned about 5.7 million shares of WBD, representing roughly 5% of its non-index institutional shares and valued at about $160 million. Gabelli was an early and outspoken supporter of Paramount Skydance's takeover bid. On December 10, 2025, two days after Paramount launched its hostile tender offer, he told TheWrap that he was "highly likely" to tender his clients' shares. He cited the relative simplicity and certainty of Paramount's $30-per-share all-cash offer, compared with Netflix's more complex proposal, which included a combination of cash, stock, and a spinoff of WBD's cable networks.^[140]

In the following months, Gabelli continued to support Paramount Skydance's bid for WBD. In February 2026, he appeared on CNBC's Money Movers to discuss the competing offers and their potential impact on the entertainment industry. After WBD's board determined that Paramount's revised $31-per-share offer was superior and Netflix chose not to increase its bid, Gabelli told NBC News that "the board finally woke up and did the math." He reiterated his view that Paramount's all-cash proposal offered greater value and certainty for shareholders.^[150][151]

Ancora Holdings, the activist investment arm of the Ohio-based Ancora Holdings Group, which manages about $11 billion in assets, built a stake in WBD valued at roughly $200 million, or about 0.3% of the company. Although its ownership stake was relatively small, Ancora had experience in activist investing, including proxy contests at companies such as Norfolk Southern, C.H. Robinson, and Forward Air. On March 3, 2026, The Wall Street Journal described Ancora as "one of Wall Street's fiercest activist investors" in coverage of its involvement in the WBD takeover battle.^[152]

On February 11, 2026, Ancora announced that it would vote against the proposed Netflix transaction and support Paramount Skydance's bid. The firm also said it would begin a proxy contest to replace members of WBD's board if the company did not engage with Paramount. In a 51-page presentation released to investors, Ancora described the Netflix agreement as "flawed, inferior, and high-risk" compared with Paramount's all-cash offer. It criticized the board for "hastily entering into a problematic agreement with Netflix instead of diligently pursuing a better offer". Ancora argued that the board had "no choice" but to consider Paramount's revised proposal as one that "could reasonably lead to a Superior Proposal", citing regulatory uncertainty surrounding the Netflix deal.^[153][154]

Ancora's involvement influenced the outcome of the takeover contest. Along with pressure from Pentwater and other shareholders, its threat to launch a proxy contest contributed to WBD reopening negotiations with Paramount after Netflix granted a seven-day waiver in February 2026. After WBD's board determined that Paramount's $31-per-share offer was superior and Netflix withdrew its bid, Ancora issued a statement describing the result as a "win-win for both shareholders and the entertainment sector". The firm said it was "delighted to have highlighted the necessity for the WBD Board to explore a more substantial and assured arrangement with Paramount".^[154]

Pentwater Capital Management, WBD's seventh-largest shareholder with about 50 million shares, played a significant role in urging the company's board to more fully consider Paramount Skydance's competing bid. In January 2026, Pentwater chief executive Matt Halbower sent a letter to WBD Chairman Samuel DiPiazza stating that the board had "violated its fiduciary duty" by rejecting Paramount's offer without sufficient review. In an interview with CNBC, Halbower described Paramount's proposal as "economically superior" to Netflix's, citing differences in valuation and potential regulatory challenges. He also questioned the board's concerns about Paramount's financing risk.^[155][156]

Pentwater Capital Management increased its involvement in February 2026 after reports indicated that Paramount Skydance was considering chief executive Matt Halbower as a potential nominee to WBD board as part of a possible proxy contest. Halbower confirmed that discussions had taken place but said that "if they're truly fulfilling their fiduciary duties, then there would be no necessity for me to join the board." Pentwater's public backing of Paramount, along with the prospect of a board challenge, added pressure on WBD's directors to defend their support for the Netflix agreement. This pressure contributed to the board's decision to reopen negotiations with Paramount in February 2026.^[156][155]

Sachem Head Capital Management disclosed in a February 2026 filing with the U.S. Securities and Exchange Commission that it had more than doubled its stake in WBD during the fourth quarter of 2025, increasing its holdings to nearly 8 million shares. The investment ranked among the firm's ten largest U.S. equity positions. Sachem Head, which has been described as following an "active constructivist" investment strategy, often engages directly with portfolio companies. Its expanded position in WBD was seen as reflecting confidence in potential gains from the ongoing takeover contest and suggesting that some investors viewed the company's shares as undervalued relative to possible transaction outcomes.^[157][158]

Although Sachem Head did not publicly oppose the Netflix agreement or threaten a proxy contest, as Ancora and Pentwater did, its increased stake was closely watched by investors as a sign of institutional sentiment. The disclosure came at a pivotal point in the takeover battle, as Paramount intensified efforts to challenge the Netflix deal and other activist shareholders publicly urged WBD's board to enter negotiations.^[157][158]

Due to the size of the acquisition, the deal is subject to review by competition authorities in major markets.^[118]

EU antitrust regulators are expected to review competing takeover bids for Warner Bros. Discovery (WBD) from Netflix and Paramount Skydance at the same time. The bids involve major entertainment assets such as DC Comics, Friends, and the HBO Max streaming service. Both companies have held early discussions with EU regulators, and their proposals are moving forward on similar timelines. A parallel review could give regulators influence over the outcome by approving one bid faster or imposing conditions on another. Netflix recently revised its $82.7 billion offer to an all-cash bid of $27.75 per share, which has the support of WBD’s board. Any deal would likely face antitrust review in the United States, the European Union, and the United Kingdom.^[159]

On January 27, 2026, more than a dozen British politicians and former policymakers have called on the country's competition watchdog to launch a full review of Netflix's $83 billion bid for WBD.^[160]

On February 5, 2026, WBD CEO David Zaslav met with several European and U.K. officials to discuss the company's pending $83 billion acquisition by Netflix and the planned spinoff of its cable networks business, Discovery Global. Zaslav met in Berlin with Germany's Federal Government Commissioner of Culture and the Media, Wolfram Weimer, where they discussed the launch of HBO Max in Germany, the broader media industry, and the future of WBD's traditional broadcasting operations in Europe and the U.K. following completion of the Netflix transaction. According to Zaslav, the European and U.K. broadcasting business under Discovery Global would remain largely unchanged, with continued investment in local content.^[161]

In Amsterdam, Zaslav met with Dutch Prime Minister Dick Schoof to discuss the evolving media landscape and investment climate. He also met in Milan with U.K. Secretary of State for Culture, Media and Sport, Lisa Nandy, where discussions included the planned launch of HBO Max in the United Kingdom and Ireland, Olympic Games broadcasting, and market fragmentation. Additionally, Zaslav met with United States Ambassador to Italy, Tilman Fertitta, to discuss the Netflix deal and Discovery Global spinoff. The meetings occurred during ongoing U.S. Senate review of the proposed acquisition, including an antitrust hearing examining potential effect on competition, consumer prices, employment, and the streaming and theatrical sectors.^[161]

Paramount Skydance projected that a merger with Warner Bros. Discovery (WBD) would create a media company generating about $70 billion in annual revenue, $16 billion in EBITDA, and $10 billion in cash flow, with around 207 million streaming subscribers. The combined company would include Warner Bros. and Paramount's film, television, and video game studios, HBO/HBO Max, DC Studios, and numerous cable and broadcast networks. Its portfolio would also include major sports rights and reunite several networks—such as MTV, Nickelodeon, VH1, and Comedy Central—with other Warner companies after more than 40 years.^[162]

• Acquisition of Time Warner by AT&T
• Media capture