Proposed acquisition of Warner Bros. by Netflix

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Proposed acquisition of Warner Bros. by Netflix
Netflix 2015 logo.svg
Warner Bros. logo 2023.svg
Initiator Netflix, Inc.
TargetWarner Bros.
(proposed spin-off of streaming and studios division of Warner Bros. Discovery)
TypeFull acquisition; spin-off of certain assets
Cost$82.7 billion
InitiatedDecember 5, 2025
StatusPending

On December 5, 2025, American media conglomerates, Netflix and Warner Bros. Discovery (WBD), announced an agreement in which Netflix would acquire the streaming and studios division of Warner Bros. Discovery, (which includes the namesake Warner Bros., Home Box Office, DC Entertainment/DC Studios, and TNT Sports) along with the company's extensive content library, in a cash-stock deal valuing the company at $27.75 per share for approximately 72.0 billion in equity value and $82.7 billion in enterprise value. The announcement followed a competitive bidding process that involved Paramount Skydance and Comcast.

Contents

If successful, the acquisition is expected to close between late 2026 to early 2027. The Global Linear Networks division of Warner Bros. Discovery will be spun off into Discovery Global sometime in early 2026. Under the terms of the agreement, WBD shareholders will receive $23.25 in cash and $4.50 in Netflix common stock for each share of WBD common stock owned at the closing of the transaction. [1] [2]

Background

Talks of a potential sale of Warner Bros. Discovery (WBD) began circulating in October 2025, when the company announced it was reviewing strategic alternatives after receiving "unsolicited interest" from multiple parties. [3] Early public reporting identified three major potential bidders: Netflix, Inc., Comcast (through its NBCUniversal media subsidiary), and the newly formed Paramount Skydance (which held several networks previously owned by Warner such as MTV, Nickelodeon, The Movie Channel, VH1, Comedy Central and BET; Paramount and Warner both hold stakes at The CW). [3] 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), but the board rejected that bid as inadequate. [4] [5] [6]

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. 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. [7]

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. [8] [9]

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 prices post-split Warner Bros. shares at US$27.75. [10]

  1. Amazon Prime Video (22.0%)
  2. Netflix (21.0%)
  3. HBO Max (13.0%)
  4. Disney+ (12.0%)
  5. Hulu (Disney) (11.0%)
  6. Paramount+ (9.00%)
  7. Apple TV (7.00%)
  8. Peacock (1.00%)
  9. Others (4.00%)

Regulatory response

Due to the size of the acquisition, the deal is subject to review by competition authorities in major markets. [24]

CountryCommissionStatus
Flag of the United States.svg United States Federal Trade Commission (FTC) or Department of Justice (DOJ)Pending
Flag of Europe.svg European Union European Commission (EC)
Flag of the United Kingdom.svg United Kingdom Competition and Markets Authority (CMA)
Flag of Japan.svg Japan Japan Fair Trade Commission (JFTC)
Flag of the People's Republic of China.svg China State Administration for Market Regulation (SAMR)
Flag of South Korea.svg South Korea Korea Fair Trade Commission (KFTC)
Flag of Australia (converted).svg Australia Australian Competition & Consumer Commission (ACCC)
Flag of Canada (Pantone).svg Canada Financial Consumer Agency of Canada (FCAC)
Flag of India.svg India Competition Commission of India (CCI)
Flag of Brazil.svg Brazil Administrative Council for Economic Defense (CADE)

Assets

The proposed acquisition would transfer Warner Bros. Discovery's film, gaming and television studio operations to Netflix, including Warner Bros. Motion Picture Group (including Warner Bros. Pictures, Warner Bros. Pictures Animation and New Line Cinema), Warner Bros. Television (including Warner Bros. Animation, Cartoon Network Studios, Williams Street and Hanna-Barbera Studios Europe), Warner Bros. Home Entertainment, DC Studios and Warner Bros. Games. The deal also covers the HBO and HBO Max pay-television and streaming businesses, the Warner Bros. film and television libraries (including the HBO, Turner and Discovery content libraries), and key intellectual properties such as DC Universe (DCU), Harry Potter , Game of Thrones , The Lord of the Rings film series, Mad Max , The Matrix , The Conjuring Universe, Final Destination , Monsterverse, Mortal Kombat , Friday the 13th , Looney Tunes , Tom and Jerry , Scooby-Doo , various Hanna-Barbera, Cartoon Network, and Adult Swim franchises, and numerous other legacy franchises. Netflix would additionally obtain Warner Bros.' global distribution units, post-production facilities, publishing (including DC Entertainment) and consumer products divisions, along with rights to its extensive international licensing portfolio. Assets excluded from the transaction reportedly include Warner Bros. International Television as well as WBD's cable networks, such as CNN, TNT, TBS, Cartoon Network (including Adult Swim) and Discovery-branded channels, which would remain under Discovery Global.

Netflix previously had limited presence in theatrical film distribution. With the acquisition of Warner Bros. Pictures, it gains 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. [25] With this acquisition, Netflix becomes a major player in the video-game industry through Warner Bros. Games. The company acquires 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. [26] [27]

References

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  2. Barnes, Brook; Hirsch, Lauren; Sperling, Nicole (December 5, 2025). "Netflix to Buy Warner Bros. in $83 Billion Deal to Create a Streaming Giant" . The New York Times . Archived from the original on December 6, 2025. Retrieved December 5, 2025.
  3. 1 2 James, Meg (November 20, 2025). "Warner Bros. auction poised to recast Hollywood with Paramount, Comcast and Netflix vying for the prize". Los Angeles Times. Archived from the original on November 20, 2025. Retrieved December 5, 2025.
  4. Gasparino, Charles (October 21, 2025). "Warner Bros. Discovery rejects $24-a-share takeover bid from Paramount Skydance". New York Post. Archived from the original on October 22, 2025. Retrieved December 5, 2025.
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  6. Cobb, Kayla (December 4, 2025). "Paramount Accuses Warner Bros. Discovery of Unfair Bidding Process, Favoring Netflix in Letter to Zaslav". TheWrap. Archived from the original on December 4, 2025. Retrieved December 5, 2025.
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