Full acquisition (includes Streaming & Studios and Global Linear Networks for each company) (Netflix, Inc.) Full acquisition (includes Streaming & Studios and Global Linear Networks for each company) (Comcast Corporation) Full acquisition (Paramount Skydance Corporation)
December 5, 2025 (Netflix, Inc.) December 8, 2025 (Paramount Skydance Corporation)
Status
Pending
Since late 2025, Warner Bros. Discovery (WBD) has drawn multiple acquisition offers from several entertainment companies. On October 21, 2025, WBD announced it would consider a "broad range of alternative options" to its previous plans of splitting the company in two. Netflix, Paramount Skydance, and Comcast all emerged as contenders and submitted rival bids by November 20, 2025. After a second round of bidding, Netflix was widely seen as the frontrunner by December 4, 2025. In response, Paramount Skydance questioned whether WBD was truly serving its shareholders' best interests.[1][2]
Netflix emerged victorious in the bidding war and announced its deal with WBD to acquire its streaming and studios division (which includes assets like Warner Bros. Pictures, HBO, HBO Max, DC Studios, DC Entertainment, and the company's media library) for 27.75 per share in a joint cash-stock offer valuing the division at $72 billion in equity value and $82.7 billion in enterprise value. WBD's Global Linear Networks division will be spun off as Discovery Global in mid 2026. Reactions to the Netflix-WBD deal received unfavorable reception, with many voicing concerns at how it would affect the entertainment industry. Within three days, Paramount Skydance submitted a rival all-cash bid for the entirety of Warner Bros. Discovery, on December 8, 2025 directly to its investors.
Paramount's offer values WBD at $108.4 billion at $30 per share. The move has widely been viewed as a hostile takeover. WBD said it would take several weeks to review Paramount's offer while also evaluating its previous agreement with Netflix.[3]
Background
WBD history
Warner Bros. Discovery was established April 8, 2022, from the merger of AT&T's WarnerMedia and Discovery, Inc. AT&T acquired ownership of WarnerMedia on June 14, 2018, by purchasing Time Warner for over $100 billion.[4] AT&T sought to reinvent itself as a major player in the entertainment industry, but following unsuccessful synergy efforts, AT&T divested itself of its WarnerMedia division to refocus on its core business of telecommunications.[5] Early issues facing WBD were its debt load of over $43 billion.[6] On September 28, 2022, WBD President and Chief executive, David Zaslav addressed speculation that Warner Bros. Discovery was considering a sale by 2024 and said they were "absolutely not for sale", and "have everything we need to be successful."[7][8] By July 2024, it was reported that Zaslav and WBD executives were considering potentially breaking up the company to separate the growing unprofitable television networks from the more profitable film studios and streaming businesses.[7][8]
On December 12, 2024, Warner Bros. Discovery announced it would be restructuring its corporate structure into two divisions: Streaming and Studios and Global Linear Networks. Zaslav stated this new structure would enable greater flexibility and "potential future strategic opportunities".[7] These strategic opportunities would come to fruition on June 9, 2025, when WBD said it would move towards separating into two companies.[9] This split was expected to be completed sometime in 2026, with Streaming & Studios becoming "Warner Bros." and Global Linear Networks becoming "Discovery Global."[10]
In September 2025, David Ellison, the chief executive of the recently mergedParamount Skydance, held a board meeting to discuss the acquisition of Warner Bros. Discovery (WBD) so the new company could better compete against Amazon, Disney, and Netflix, Inc. A few days later, he visited WBD CEO 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% At the time, Zaslav was in the planning to split WBD into a movie studios and streaming company and a television network business and WBD refused the deal. At the end of the month, the Paramount deal was bumped up 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, to no avail.[11]
After Paramount's three failed attempts, talks of a potential sale of WBD began circulating, and the company announced it was reviewing strategic alternatives after receiving unsolicited interest from multiple parties.[12] Early public reporting identified three major potential bidders: Netflix, Inc., Comcast (through its NBCUniversal media subsidiary), and the newly formed Paramount Skydance (which hold several networks previously owned by Warner such as MTV, Nickelodeon, The Movie Channel, VH1, Comedy Central and BET; Paramount and Warner both own their respective stakes at The CW and Philo).[12] In the first round of non-binding proposals, WBD reportedly received an offer from Paramount Skydance that would acquire the entire company (including its cable networks and its share in The CW and Philo), but the board rejected that bid as inadequate.[13][14] According to The Wall Street Journal, Paramount's first round bid was $25.50 per share for the whole company, while the Netflix and Comcast offers only sought the studios and HBO Max.[11]
After rejecting the initial offer, WBD opened a broader auction. By late November 2025, binding second-round bids had been submitted by Netflix, Paramount Skydance and Comcast. According to sources familiar with the process, Netflix submitted a mostly cash offer of roughly US$28 per share for WBD's studio and streaming assets, a bid that outpaced Paramount's competing offer (around US$27 per share), though the two offers were not directly comparable because Paramount's bid covered the full company, including cable networks and WBD's share in The CW and Philo. According to The Wall Street Journal, Paramount's second-round bid was an all-cash $26.50 per share offer.[11]
As the process moved to a final decision, Paramount Skydance sent a letter to WBD's CEO alleging that the sale had become "tilted" in favor of Netflix. The letter claimed that the board had embarked on "a myopic process with a predetermined outcome", pointing to alleged conflicts of interest and questioning whether the auction remained fair.[15] According to The Wall Street Journal, 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.[11]
Despite those objections, on December 5, 2025, multiple outlets reported that Netflix had prevailed in the bidding war and entered exclusive negotiations with WBD to acquire its studio and streaming business. The announced deal values Warner Bros. Discovery at US$82.7 billion enterprise value (US$72.0 billion equity value and $59 billion of debt from Wells Fargo, HSBC, and BNP Paribas), and prices post-split Warner Bros. shares at US$27.75.[16] The proposal represented Netflix's first departure from its long-standing "builders, not buyers" approach, marking a shift toward acquisition-led expansion.[17] Prior to this, the company had strongly considered acquiring other companies, including: The Walt Disney Company, 20th Century Fox, Electronic Arts, and Paramount Global. However, this did not happen because, in addition to the board not deciding how the agreements would be made, they also did not want to harm the share price by buying a less valuable asset at an excessive price, as they feared what this could signal to shareholders.[18]
U.S. streaming market share in 2024. Analysts have estimated that the merged entity could control well over a third of the U.S. streaming market.[19][20]
If WBD accepts Paramount Skydance's offer, it will have to pay Netflix a $2.8 billion break up fee and if the current deal falls through, Netflix will have to pay WBD a $5.8 billion break up fee.[21] The latter is among the biggest break up fees ever.[22] At 7-8% of the deal's total value, legal scholars speculate that the magnitude of the fee itself could possibly face legal scrutiny[23] since the Delaware courts have typically upheld breakup fees of only 3-4%.[24]
Harris Oakmark's Alex Fitch, the 4th-largest owner of Warner Bros. Discovery shares, stated that the bidding war isn't over yet and believes the board accepted Netflix's offer to keep the bidding war going.[25] Massimo Stabilini, a hedge-fund manager at Burren Capital Advisors and a Warner Bros. Discovery shareholder, stated that "there is a very good chance there will be a bidding war."[26] On December 18, 2025, Alex Fitch encouraged Paramount to increase its offer for Warner Bros. Discovery.[27]
In November 2025, Starz (which also planned to acquire A+E Global Media from The Walt Disney Company and Hearst Communications) submitted a $25 billion bid for Warner Bros. Discovery's Global Linear Networks division alongside a bid for 20% of Warner Bros. Discovery's studio and streaming businesses, according to disclosures related to WBD's strategic review.[28] The proposal focused on the cable networks business, which includes brands such as CNN, TNT, TBS, and Discovery, and was structured separately from WBD's studio and streaming assets.[29]Standard General was also considered as a potential buyer of the division.[30]
Paramount's hostile takeover bid
In a letter regarding potential regulatory concerns, Paramount Skydance stated that a proposed transaction between Paramount and Warner Bros. Discovery (WBD) would likely be pro-competitive and could face a relatively smooth approval process from regulators. By contrast, Paramount argued that a merger between Netflix and WBD would face significant uncertainty and opposition from competition law enforcement agencies in the United States and internationally. Paramount noted that such a combination could reduce the number of films released in theaters, potentially accelerating the shift toward streaming and negatively affecting brick-and-mortar theaters. The letter also highlighted that the co-CEO of Netflix has referred to movie theaters as an "outdated" concept, suggesting that Netflix ownership of WBD could contribute to declining theatrical attendance. Additionally, Paramount observed that combining Netflix with HBO Max, the fourth-largest player in the subscription video-on-demand (SVOD) market, would result in a company controlling 43% of global SVOD subscribers, which could raise antitrust concerns under U.S. law and other international jurisdictions.[31]
On December 8, 2025, Paramount Skydance launched a hostile takeover bid for Warner Bros. Discovery, announcing an all-cash offer valued at $30 per share, representing roughly $108.4 billion in enterprise value. Equity would be $41 billion backstopped by the Ellison family, RedBird Capital, PIF, QIA, ADIA, and $54 billion of debt from Bank of America, Citigroup and Apollo Global Management. Paramount Skydance claims their offer provides $18 billion more in cash than Netflix's offer. Paramount argued that the combination would create a stronger vertically integrated studio and streaming competitor, leveraging Warner Bros.' film and television assets alongside Paramount's broadcast and cable portfolio. Warner Bros. Discovery's board stated that it would review the proposal in accordance with its fiduciary duties. Paramount Skydance believes it gives more certainty to shareholders and says it can close the deal in a shorter time frame, around 10 to 12 months (median average - 11 months), compared to Netflix, which said it would take 12 to 18 months (median average - 15 months) to close its deal.[32][3]
On December 9, 2025, the Warner Bros Discovery Board of Directors stated it would "carefully review and consider Paramount Skydance's offer in accordance with the terms of Warner Bros. Discovery's agreement with Netflix, Inc.," and intended to advise its shareholders of "the Board's recommendation regarding Paramount Skydance's tender offer within 10 business days". The Board of directors also advised Warner Bros. Discovery shareholders to "not to take any action at this time with respect to Paramount Skydance's proposal."[33] On the same day, Semafor reported that David Ellison and his financial and legal team had met with major shareholders of Warner Bros. Discovery, with shareholders reassured that Paramount Skydance's bid for Warner Bros. Discovery was better value compared to Netflix's bid, that Paramount Skydance would have an easier time passing regulatory hurdles compared to Netflix, and that the financing of Paramount Skydance's bid, aided by the three Middle Eastern governments involved, was secure.[34] The investor Mario Gabelli has indicated he is "highly likely" to tender his clients' shares in Warner Bros. Discovery to Paramount Skydance.[35]
As of December 11, 2025, according to the New York Post, Paramount Skydance is considering raising its takeover offer for Warner Bros. Discovery by as much as 10% as it plans its next move to break up the merger agreement with Netflix. The new offer of Warner Bros. Discovery for Paramount would now be $33 per share for $90 billion, while the new offer of Warner Bros. for Netflix would now be $30.75 per share for $86 billion.[36][bettersourceneeded]
On December 16, 2025, both The Wall Street Journal and Bloomberg News reported that Warner Bros. Discovery was preparing to recommend that its shareholders reject the latest acquisition offer submitted by Paramount Skydance and instead support the company's existing agreement with Netflix. According to the reports, Warner Bros. Discovery's board of directors believes the Netflix deal provides greater value, higher certainty, and more favorable financial terms than Paramount's hostile offer, valued at $30 per share, primarily due to concerns over financing and other conditions of the proposal.[37][38] The WBD board of directors made the recommendation the next day, arguing shareholders should pursue the Netflix acquisition proposal instead.[39][40]
That same day, Bloomberg and Variety reported that Affinity Partners, the investment firm of Jared Kushner, Donald Trump's son-in-law, had withdrawn from Paramount Skydance's acquisition bid for Warner Bros. Discovery. Affinity said in a statement to Bloomberg that: "With two strong competitors vying to secure the future of this unique American asset, Affinity has decided no longer to pursue the opportunity. We continue to believe there is a strong strategic rationale for Paramount's offer".[41][42]
On December 17, 2025, The Wrap reported that they had obtained a letter to Warner Bros. Discovery staff, written by CEO David Zaslav, which stated that the regulatory process for Netflix's bid for Warner Bros. had begun. The Wrap also reported that the letter had been released just after the Warner Bros. Discovery board of directors had unanimously rejected Paramount’s bid for Warner Bros. Discovery.[43]The Guardian also reported that the Warner Bros. Discovery board of directors had unanimously rejected Paramount Skydance's bid for the whole of Warner Bros. Discovery, and also reported that the Warner Bros. Discovery board of directors had advised shareholders to accept Netflix's offer for Warner Bros. over Paramount Skydance's offer for Warner Bros. Discovery.[44]
That same day, Paramount affirmed that it remained committed to acquiring Warner Bros. Discovery in its entirety, and that its offer was still superior to Netflix's bid for the Warner Bros. studio and streaming assets. They also confirmed that their offer is being financed by $41 billion of new equity backstopped by the Ellison family and RedBird Capital, and $54 billion of debt commitments from Bank of America, Citi, and Apollo.[45]
Government and industry responses
Industry
Many theater-owners and exhibition-industry groups have expressed strong concern that the deal threatens the future of theatrical film distribution. Cinema United, one of the largest theater-owner trade associations, described the acquisition as an "unprecedented threat" to the global exhibition business. They argued that Netflix's historically streaming-first model may lead to fewer theatrical releases, reducing box-office revenue and endangering theaters, including small independent cinemas that are usually single-screen. Cinema United's leadership called on regulators to closely scrutinize the transaction, warning that a consolidation of this magnitude could "impact theatres from the biggest circuits to one-screen independents" worldwide and risk eliminating a significant portion of the annual domestic box office.[46][47]
The Directors Guild of America (DGA) reportedly expressed concerns over the merger, noting that a major consolidation could threaten competitive opportunities for talent and reduce diversification in studio and streaming-driven content.[48]
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."[49][47]
SAG-AFTRA expressed concern about the proposed Netflix–Warner Bros. transaction, stating that the deal "raises many serious questions about its impact on the future of the entertainment industry, and especially the human creative talent whose livelihoods and careers depend on it." The union emphasized that any merger must lead to "more creation and more production, not less", and that such work must occur "in an environment of respect for the talent involved." SAG-AFTRA noted that its final position will depend on a "complete and thorough analysis" of the proposal, with particular focus on jobs and production commitments, and unlike some other guilds, it has not yet called for the merger to be blocked.[53]
James Cameron publicly threw his support behind Paramount Skydance in its bidding war for Warner Bros. Discovery, claiming that a Netflix takeover "would be a disaster" for the studio's long-term creative future. Cameron argued that Paramount's offer better protected WBD's legacy franchises, theatrical strategy, and filmmaker-driven culture, claiming the company had a proven track record of nurturing large-scale storytelling compared to Netflix's data-driven content model.[54]
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".[55]
Consumer lawsuits
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 acquisition would reduce competition in the U.S. video on demand market.[56][57]
North American market share of each studio in 2024:[58]
A consortium of prominent film-industry figures, described as "concerned feature film producers", sent an anonymous letter to members of the U.S. Congress (House and Senate), urging lawmakers to publicly oppose the Netflix–WBD deal and to push for "the highest level of antitrust scrutiny." Among the arguments in the letter: concern that Netflix's ownership of WBD's vast film/TV library and its streaming platform could give it disproportionate influence over both content creation and distribution; this could reduce competition, suppress creative diversity, and concentrate decision-making power over production, release strategy, and distribution in a single company.[59]
U.S. Senator Elizabeth Warren described a potential Netflix–Warner Bros. merger as an "anti-monopoly nightmare." She expressed concern that such a deal could create a single large media company controlling nearly half of the streaming market, potentially leading to higher subscription prices, fewer consumer choices, and risks for American workers. Warren also criticized the antitrust review process under the Trump administration, urging the Justice Department to enforce U.S. antitrust laws fairly and transparently.[60] Warren separately criticized a possible Paramount–WBD deal as a "five-alarm antitrust fire".[61] U.S. Senator Mike Lee stated that the proposed Netflix–Warner Bros. merger raises "a lot of antitrust red flags" and said that a congressional hearing on the deal is "almost certain". Republican Senator Roger Marshall of Kansas and Representative Darrell Issa of California also urged U.S. antitrust authorities to closely scrutinize the proposed merger, arguing that it could result in fewer films being released in theaters.[62] A deal has raised concerns of job losses[63][64][65] with Representative Laura Friedman saying "Repeated consolidation in this industry has already cost so many film and television jobs, and any merger should be evaluated on its impacts on competition and employment".[66][67]
Despite the fact that Affinity Partners (one of the initial external financiers of the Paramount Skydance proposal) is owned by Jared Kushner,[68] President Donald Trump has stated that the Netflix acquisition proposal "could be a problem" because of the size of the combined market share, that he would be involved in the Netflix proposal's review process, and that he had not spoken to Kushner (his son-in-law) about the Paramount Skydance proposal.[69] Senior Trump administration officials had previously told CNBC that the administration viewed the Netflix acquisition with "heavy criticism."[70] According to the proposal's SEC filing, other external financiers of the Paramount Skydance proposal also include the sovereign wealth funds of Saudi Arabia, the United Arab Emirates, and Qatar, but because the sovereign wealth funds and Affinity Partners have agreed to forego governance rights and board of directors representation, the Paramount Skydance proposal will be outside of the jurisdiction of the Committee on Foreign Investment in the United States to review.[68] Affinity Partners withdrew its financing on December 16.[71]
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."[77] 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.[74]
Regulatory and foreign responses
Due to the size of the acquisition, the deal is subject to review by competition authorities in major markets.[78][bettersourceneeded]
Netflix previously had limited presence in theatrical film distribution. With the acquisition of Warner Bros. Pictures, it would gain production studios and major film franchises, allowing it to distribute films in theaters and access properties like the DC Universe and Harry Potter, enhancing its position in theatrical and global film markets. Netflix has been trying to get into the video-game business for a long time. The company acquired smaller studios and built a presence in mobile gaming, but never established a major footprint.[80] With this acquisition, Netflix would become a major player in the video-game industry through Warner Bros. Games, acquiring Warner Bros. Games studios including Rocksteady Studios, Avalanche Software, NetherRealm Studios, TT Games, and major franchises such as Hogwarts Legacy, Mortal Kombat, and the Lego games.[81][82]
Paramount
Paramount Skydance’s offer materials projected that a combined Paramount–Warner Bros. Discovery would generate approximately $70 billion in annual revenue, about $16 billion in EBITDA, roughly $10 billion in cash flow, and serve around 207 million streaming subscribers. The combined company would not only have the Warner Bros. film and television studios, its publishing and licensing divisions, DC Studios and DC Entertainment, HBO/HBO Max and its content libraries, but a wide portfolio of domestic and international television networks, including key brands such as Discovery, Cartoon Network, Eurosport, TNT, TBS, TLC, Food Network and CNN as well as free-to-air networks in the UK and Europe and the combined company would have a massive broadcast rights portfolio to key sport leagues and sporting events across the US and Europe, such as the NFL, UFC, the PGA Tour, NCAA, several UEFA events, the Olympics among others alongside Paramount's film and television studios, linear networks and its content library. The deal would also bring MTV, Nickelodeon, The Movie Channel, VH1 and Comedy Central reunited under common ownership with Warner after more than 40 years, as well as granting the Warner stakes on both The CW and Philo.[83]
↑Restrepo, Fernán; Subramanian, Guhan (April 2017). "The New Look of Deal Protection". Stanford Law Review. 69 (4): 1015. Archived from the original on February 21, 2018.
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