Overview
In late 2025, Warner Bros. Discovery (WBD) put itself in play, triggering a rare open bidding war over a century-old Hollywood studio and one of the world’s most valuable content libraries. After months of private and public offers from Netflix, Paramount Skydance and Comcast, WBD’s board agreed on December 5, 2025 to sell its studios and streaming arm—including HBO, DC, and the Warner Bros. film and TV operations—to Netflix in a $72 billion cash‑and‑stock deal, leaving its cable networks such as CNN outside the transaction.
Three days later, on December 8, Paramount Skydance escalated the contest by launching a $108.4 billion, $30‑per‑share all‑cash hostile tender offer for all of WBD, promising shareholders more money, more cash certainty, and—critically—what it argues is a cleaner path through antitrust regulators than allowing the world’s dominant streamer to absorb Warner’s studios and HBO Max. The fight now spans Wall Street, Hollywood and Washington: President Donald Trump has publicly questioned the Netflix deal’s impact on market power, Senator Roger Marshall and others have warned of dangerous content consolidation, and Trump‑aligned investor Jared Kushner is backing Paramount’s bid, raising the prospect that regulatory outcomes could be shaped as much by politics as by economics.
Key Indicators
People Involved
Organizations Involved
Warner Bros. Discovery is a major U.S. media and entertainment conglomerate, home to Warner Bros. film and TV studios, HBO, HBO Max, Discovery networks and cable channels like CNN and TNT.
Paramount Skydance is a U.S. media conglomerate combining Paramount’s legacy studio and TV networks with Skydance’s production operations and a growing news portfolio, including CBS News.
Netflix is the world’s largest subscription streaming service, increasingly moving into live events and large‑scale content acquisitions to maintain its dominance.
The DOJ’s Antitrust Division and the FTC share responsibility for reviewing major mergers and acquisitions in the United States, including large media and technology deals.
Timeline
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Comcast confirms it lost WBD bidding war to Netflix and exits race
Corporate StrategyComcast 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.
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Paramount Skydance launches $30-per-share hostile tender offer for WBD
Hostile BidParamount 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.
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President Trump signals concern over Netflix–WBD combination
Public StatementPresident 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.
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Paramount accuses WBD of abdication of shareholder duties
Legal ThreatParamount 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.
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Netflix and WBD announce $72B studios and streaming deal
Merger AgreementNetflix 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.
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Reports say WBD leans toward Netflix; Paramount alleges unfair process
Media ReportBy 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.
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Bidding war emerges; Senator Marshall warns regulators
Political StatementIn 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.
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WBD signals it is open to selling itself
Corporate StrategyFacing 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.
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Paramount Skydance makes initial bids for WBD
Corporate ActionParamount 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.
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AT&T–Time Warner merger upheld on appeal
Court RulingThe 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.
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DOJ sues to block AT&T–Time Warner merger
Regulatory ActionThe 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.
Scenarios
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.
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.
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.
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.
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.
Historical Context
AT&T’s Acquisition of Time Warner
2016–2019What Happened
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.
Outcome
Short term: 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.
Long term: 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 It's Relevant
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.
Disney–Comcast Bidding War for 21st Century Fox
2017–2019What Happened
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.
Outcome
Short term: 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.
Long term: 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 It's Relevant
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.
Comcast’s $39B Takeover of Sky
2016–2018What Happened
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.
Outcome
Short term: Sky shareholders accepted Comcast’s higher bid, and the auction structure provided a transparent, rules‑based way to resolve a heated bidding war.
Long term: 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 It's Relevant
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.
