Paramount Skydance won the five-month bidding war for Warner Bros. Discovery. WBD shareholders voted in April 2026 to accept Paramount's $31-per-share all-cash offer—valued at roughly $111 billion including debt. Netflix declined to match the price in February and walked away with a $2.8 billion breakup fee.
The Justice Department cleared the deal in June 2026 without requiring any asset sales. But a coalition of nine state attorneys general, led by California, is preparing to sue to block the combination. European and British regulators are also reviewing the transaction, with EU approval due by July 14 and a UK decision on whether to escalate its investigation expected by August 7.
Why it matters
If the deal closes, CBS News and CNN will share a corporate parent under a Trump ally for the first time.
All-cash acquisition at $31 per WBD share, including assumed debt. Shareholders approved it in April 2026; the DOJ cleared it in June 2026.
$31
Per-share price WBD shareholders received
Up from Paramount's initial $30 hostile bid in December 2025. Netflix's competing offer was $27.75 per share.
$2.8B
Netflix breakup fee collected
Netflix walked away in February 2026 rather than match Paramount's $31 bid, receiving this termination fee from WBD. Netflix stock rose about 10% on the news.
$40.4B
Larry Ellison personal guarantee
Oracle founder's irrevocable personal financing commitment backing Paramount's bid, announced December 2025. Remains in force until closing.
9 States
States preparing to sue
California leads a nine-state coalition preparing antitrust lawsuits to block the deal—despite DOJ approval—on grounds of harm to competition, workers, and consumers.
Jul 14
EU approval deadline
European Commission must rule on the Paramount-WBD deal by July 14, 2026. Paramount is considering asset sales in Europe to secure clearance.
Q3 2026
Target closing date
Paramount and WBD aim to close by September 30, 2026, pending EU and UK regulatory clearance and resolution of state AG lawsuits.
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18 events
Latest: June 5th, 2026 · 1 month ago
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June 2026
Nine-state AG coalition announces plans to sue to block Paramount-WBD merger
LatestRegulatory Action
California Attorney General Rob Bonta leads a coalition of nine states—including New York, Colorado, Connecticut, Massachusetts, Nevada, Oregon, Pennsylvania, and Tennessee—announcing they are preparing antitrust lawsuits to block the deal. California is in talks with outside antitrust counsel to strengthen the case.
March 2026
HBO Max and Paramount+ announced to merge into single streaming platform
Corporate Strategy
Paramount and WBD announce plans to combine HBO Max and Paramount+ into a single streaming service after the merger closes, creating a platform with roughly 200 million combined subscribers.
February 2026
Paramount sweetens offer with ticking fee and Netflix breakup coverage
Hostile Bid
Paramount amends its tender offer again, adding a $0.25-per-share quarterly ticking fee payable after December 31, 2026 if the deal hasn't closed, and commits to covering Netflix's $2.8 billion breakup fee directly. The tender deadline extends to March 2, 2026.
January 2026
Paramount extends hostile tender deadline to February 20
Hostile Bid
Paramount pushes its tender deadline from January 21 to February 20, 2026. About 168.5 million WBD shares had been tendered to Paramount by the original deadline, though the WBD board continued recommending the Netflix deal.
Warner Bros. Discovery's Board of Directors unanimously recommends that shareholders reject Paramount Skydance's $30-per-share tender offer and instead approve the Netflix merger, calling Netflix's offer "superior" with more certain financing and less regulatory risk. Board chairman tells CNBC "it was not a hard choice."
Paramount amends hostile offer with Larry Ellison's $40.4B personal guarantee
Hostile Bid
Paramount Skydance amends its all-cash tender offer to include Oracle founder Larry Ellison's irrevocable personal guarantee of $40.4 billion toward the $108.4B bid, matches Netflix's $5.8B break-up fee, and extends the tender deadline to January 21, 2026, addressing WBD board concerns about financing certainty.
Paramount Skydance launches $30-per-share hostile tender offer for WBD
Hostile Bid
Paramount Skydance publicly announces an unsolicited all‑cash tender offer at $30 per share for all of WBD, valuing the company at $108.4B and exceeding Netflix’s $72B equity deal. The bid is backed by financing from Jared Kushner’s Affinity Partners and Middle Eastern sovereign wealth funds and is initially set to expire January 8, 2026.
Comcast confirms it lost WBD bidding war to Netflix and exits race
Corporate Strategy
Comcast executives tell investors the company lost the WBD bidding war because its equity‑heavy offer lacked sufficient cash and that Comcast will not pursue further bids, leaving Netflix and Paramount Skydance as the two main contenders. Analysts warn Comcast’s Peacock may fall behind without a major content deal.
President Trump signals concern over Netflix–WBD combination
Public Statement
President Donald Trump tells reporters that a Netflix–WBD deal “could be a problem” because of the combined entity’s market share, signaling he expects to be personally involved in the review process.
Trump warns Netflix–WBD deal "could be a problem," markets react sharply
Political Intervention
President Trump publicly states the Netflix–WBD combination "could be a problem" due to market concentration and promises he will "be involved" in the regulatory review. Prediction market odds of the deal closing by end of 2026 drop from ~60% to 23%. Republican senators Josh Hawley and Mike Lee issue joint statement calling for antitrust enforcers to scrutinize the merger.
Netflix and WBD announce $72B studios and streaming deal
Merger Agreement
Netflix and WBD announce a definitive $72B cash‑and‑stock agreement for Netflix to acquire Warner’s film and TV studios and HBO Max. The enterprise value is $82.7B including debt. WBD’s cable networks, including CNN, are excluded; the transaction depends on WBD separating its businesses into two public companies and clearing regulatory review.
Paramount accuses WBD of abdication of shareholder duties
Legal Threat
Paramount Skydance’s attorneys send a letter to WBD leadership, leaked to the press, claiming WBD has “abandoned” a fair transaction process and is failing its stockholders by favoring Netflix.
Reports say WBD leans toward Netflix; Paramount alleges unfair process
Media Report
By December 4, media reports indicate WBD is favoring Netflix’s offer. Paramount Skydance questions whether WBD is acting in shareholders’ best interests and complains that the process has abandoned the appearance of fairness.
November 2025
Bidding war emerges; Senator Marshall warns regulators
Political Statement
In November, WBD acknowledges multiple competing offers from Netflix, Paramount Skydance and Comcast. Around the same time, Sen. Roger Marshall sends a letter to DOJ and FTC warning that a Netflix–WBD merger would create one of the largest content consolidations in modern media history.
October 2025
WBD signals it is open to selling itself
Corporate Strategy
Facing heavy debt and streaming headwinds, Warner Bros. Discovery announces it is open to strategic alternatives, including a sale of major assets or the entire company, prompting interest from Netflix, Paramount Skydance, Comcast and other suitors.
September 2025
Paramount Skydance makes initial bids for WBD
Corporate Action
Paramount Skydance quietly launches three back‑to‑back offers to acquire Warner Bros. Discovery in September 2025, all of which are rejected by WBD’s board.
February 2019
AT&T–Time Warner merger upheld on appeal
Court Ruling
The D.C. Circuit Court of Appeals upholds a lower‑court ruling allowing AT&T’s acquisition of Time Warner to proceed without conditions, dealing a blow to Trump‑era antitrust efforts against media consolidation and establishing an important precedent for vertical mergers.
November 2017
DOJ sues to block AT&T–Time Warner merger
Regulatory Action
The U.S. Department of Justice under President Trump files a civil antitrust lawsuit seeking to block AT&T’s $85B acquisition of Time Warner, arguing the vertical merger would harm competition and raise consumer prices.
Historical Context
3 moments from history that rhyme with this story — and how they unfolded.
1 of 3
2016–2019
AT&T’s Acquisition of Time Warner
AT&T agreed in 2016 to buy Time Warner for roughly $85B, combining a major distributor (DirecTV and wireless) with a large content portfolio (HBO, CNN, Warner Bros.). In 2017, the Trump administration’s DOJ sued to block the deal, calling it illegal and harmful to consumers, but lost at trial in 2018, and an appeals court in 2019 upheld the merger’s approval.
Then
AT&T closed the Time Warner deal and integrated the assets into what became WarnerMedia, while DOJ’s loss signaled courts’ continued acceptance of vertical media mergers.
Now
The combined company struggled with debt and strategy, leading AT&T to spin off WarnerMedia into the 2022 merger with Discovery that created WBD. The case remains a key precedent shaping today’s Netflix–WBD and Paramount–WBD reviews.
Why this matters now
Shows how courts might again view arguments that a distributor–content combination like Netflix–WBD harms competition, and illustrates how politically charged antitrust fights over media can ultimately result in large, long‑lasting conglomerates despite initial opposition.
2 of 3
2017–2019
Disney–Comcast Bidding War for 21st Century Fox
Walt Disney and Comcast engaged in a high‑stakes bidding war for most of 21st Century Fox’s assets. Comcast made a $65B all‑cash bid, topping Disney’s initial offer, before Disney raised its price to $71.3B in cash and stock. Fox’s board deemed Disney’s offer superior, and Comcast ultimately bowed out, redirecting its focus to another contested asset, Sky.
Then
Disney won Fox’s entertainment assets, while Comcast dropped its pursuit and later outbid Fox/Disney for Sky in a separate auction. Shareholders benefited from the bidding war’s price escalations.
Now
Disney’s acquisition bolstered its IP vault and streaming ambitions (Disney+), intensifying the streaming wars with Netflix. Comcast remained a major but relatively smaller content player, foreshadowing today’s concerns that companies without giant IP troves may struggle to compete.
Why this matters now
Provides a clear parallel for how competitive bidding can rapidly raise valuations for media assets and how a board may still choose a lower‑cash, mixed consideration offer (Disney’s) over a rival’s all‑cash bid (Comcast’s) based on perceived strategic fit and regulatory risk—similar choices now facing WBD directors evaluating Netflix versus Paramount Skydance.
3 of 3
2016–2018
Comcast’s $39B Takeover of Sky
After a prolonged contest involving Fox and Disney, Comcast won control of European pay‑TV giant Sky via a rare three‑round auction run by the U.K. Takeover Panel, offering £17.28 per share versus Fox’s £15.67, for a total of about $39B.
Then
Sky shareholders accepted Comcast’s higher bid, and the auction structure provided a transparent, rules‑based way to resolve a heated bidding war.
Now
Comcast used Sky to expand internationally, but the deal also added debt and complexity. The auction became a template for how regulators and market authorities could manage contested media takeovers.
Why this matters now
Highlights that formal auction or tender processes can decisively settle media bidding wars, a model that could become relevant if WBD’s fight between Netflix and Paramount escalates and regulators or exchanges push for a structured, time‑bound contest.
