This article documents a current event and may change rapidly.(December 2025) |
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| Initiator | Netflix, Inc. |
|---|---|
| Target | Warner Bros. (proposed spin-off of streaming and studios division of Warner Bros. Discovery) |
| Type | Full acquisition; spin-off of certain assets |
| Cost | $82.7 billion |
| Initiated | December 5, 2025 |
| Status | Pending |
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.
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]
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]
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. [11] [12]
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. [13]
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." [14] [12]
Actress Jane Fonda heavily pushed back against the deal. In a statement released through her organization Committee for the First Amendment, she called the deal "catastrophic" and urged the Department of Justice to review the deal. [15] [16] [17]
| Streaming service | Number of subscribers (in millions) |
|---|---|
| Netflix | |
| Amazon Prime Video | |
| Disney+ | |
| HBO Max | |
| Tencent Video | |
| iQIYI | |
| JioCinema | |
| Paramount+ | |
| Hulu | |
| Peacock |
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. [19]
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. [20]
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. [21]
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. [22] 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. [23]
Due to the size of the acquisition, the deal is subject to review by competition authorities in major markets. [24]
| Country | Commission | Status |
|---|---|---|
| Federal Trade Commission (FTC) or Department of Justice (DOJ) | Pending | |
| European Commission (EC) | ||
| Competition and Markets Authority (CMA) | ||
| Japan Fair Trade Commission (JFTC) | ||
| State Administration for Market Regulation (SAMR) | ||
| Korea Fair Trade Commission (KFTC) | ||
| Australian Competition & Consumer Commission (ACCC) | ||
| Financial Consumer Agency of Canada (FCAC) | ||
| Competition Commission of India (CCI) | ||
| Administrative Council for Economic Defense (CADE) |
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]