1
Netflix–WBD deal survives; Paramount tender fails or is withdrawn
Discussed by: Reuters, AP, Fox Business commentators and Wall Street analysts weighing relative antitrust risks and financing strength
In this scenario, despite Paramount’s richer headline price, WBD’s board and a majority of shareholders ultimately stick with the signed Netflix agreement. Key drivers could include doubts about the certainty or politics of Paramount’s financing, concern over combining two major U.S. TV network groups (Paramount and WBD’s cables), and Netflix’s willingness to sweeten terms—such as increasing the cash portion, raising the break‑up fee, or offering governance concessions. Regulators under Trump might scrutinize the deal heavily but, echoing the AT&T–Time Warner outcome, could ultimately lose in court if they try to block a vertical merger tying a distributor to a content company. WBD shareholders would receive Netflix cash and stock, the company would spin off its cable networks as planned, and Netflix would emerge as an even more dominant global streaming and content powerhouse.
2
Paramount Skydance wins and takes over the whole of WBD
Discussed by: Reuters, AP, Fox Business and merger‑arb analysts emphasizing Paramount’s all‑cash premium and political ties
Here, WBD shareholders tender enough shares into Paramount’s $30‑per‑share offer (or a slightly improved bid) to override board resistance, forcing WBD to abandon the Netflix deal and pay the $5.8B break‑up fee. Paramount would combine its own studio, CBS and cable networks with Warner Bros., HBO and DC, creating a vertically integrated rival to Netflix and Disney across film, streaming and broadcast. Backing from Kushner’s Affinity Partners and Trump‑aligned capital could smooth approval with a Trump‑controlled DOJ, particularly if regulators frame the deal as increasing competition against Netflix’s distribution dominance. The price is further consolidation of news and entertainment under a politically connected owner, and potentially more tension with unions and talent concerned about editorial direction and layoffs.
3
Regulators or politics derail both mega‑deals, leaving WBD independent or broken up differently
Discussed by: Antitrust scholars and political analysts drawing parallels to growing skepticism of big tech and media mergers
Given the intense attention on media power and past criticism of big‑tech consolidation, there is a path where the Trump administration, perhaps under pressure from rivals or populist allies, decides neither Netflix nor Paramount should be allowed to swallow WBD as proposed. Regulators could bring aggressive cases against one or both deals, or signal that only a much smaller, more divestiture‑heavy structure would pass muster. In that world, WBD could remain independent longer, be broken into multiple buyers (e.g., separate sales of studios, HBO, and cable networks), or merge with a mid‑tier player that raises fewer red flags. Shareholders might see lower headline valuations but reduced regulatory risk, while the broader industry would face a de facto ceiling on mega‑mergers reminiscent of earlier eras of more muscular antitrust enforcement.
4
Hybrid outcome: Netflix secures deep content rights without full ownership; Paramount or another buyer takes linear assets
Discussed by: Deal commentators speculating on remedies and creative settlement structures in high‑profile mergers
A compromise outcome could see Netflix walk back from full ownership of WBD’s studios and instead secure long‑term, exclusive streaming and co‑production rights to key Warner franchises, while Paramount or another buyer acquires physical studios and some networks. Regulators might favor such a structure because it reduces permanent integration while still giving Netflix more content firepower. Paramount, if it abandons a full takeover, could still gain partial assets or carve‑outs, such as selective cable channels or international operations. This fragmented resolution would keep multiple powerful players in the game and may prove more palatable politically, but could leave WBD’s legacy businesses in a more complex, less coherent structure.
5
Drawn‑out multi‑year legal and bidding war reshapes the regulatory landscape
Discussed by: Legal analysts referencing AT&T–Time Warner’s protracted litigation and Disney–Comcast–Fox battles
Instead of a quick victory by any party, the Warner Bros. fight could drag on for years through competing bids, shareholder litigation, and antitrust trials. As in the AT&T–Time Warner case, early regulatory wins or losses would set precedents for future media and tech deals. A prolonged struggle could chill other consolidation attempts, tie up capital and management attention at Netflix and Paramount, and create regulatory and judicial guidance that either entrenches tolerance for vertical and large‑scale media mergers or swings the pendulum toward a new era of breakup‑oriented enforcement.
6
Activist shareholders tender into Paramount's bid, overriding board recommendation
Discussed by: Merger arbitrage analysts and shareholder advisory firms quoted in CNBC coverage of the competing offers
Despite WBD board's unanimous rejection, a sufficient number of shareholders could decide Paramount's $30 all-cash offer ($2.25 per share premium over Netflix's $27.75) with Ellison's personal guarantee provides superior value and certainty, especially if they doubt Netflix can clear antitrust review. If enough shares are tendered by January 21, WBD would be forced to abandon Netflix, pay the $5.8B break-up fee, and negotiate with Paramount. This path would depend on major institutional holders breaking with management and gambling that Paramount's regulatory path, while also uncertain, is more viable than Netflix's under Trump.
