Not so fast, Paramount.
After a long, tumultuous fight for Warner Bros. Discovery, the Hollywood giant has finally bested rival bidder Netflix, but now faces a new challenge: Winning over regulators.
The competition concerns are big. Paramount’s buyout of Warner Bros. would reshape Hollywood and the wider media landscape in a way that Netflix never threatened to do. Netflix, which abruptly dropped out of the running this week, wanted only part of Warner. Paramount wants the entire company.
The U.S. Justice Department still needs to weigh in on the blockbuster combination that could give Paramount pricing power over movies and other offerings, potentially hurting customers. The agency and other regulators, including the Federal Trade Commission, have tripped up many seemingly done deals before by suing to demand changes or blocking mergers outright.
And even if U.S. regulators do sign off, those in individual states such as California and in other countries where Paramount and Warner operate may not, throwing up additional, possibly insurmountable roadblocks.
Another wildcard: President Donald Trump.
Traditionally, presidents have left antitrust decisions to regulators for fear of injecting partisan politics into business matters, but Trump appears willing to wade into affairs normally left to government lawyers and regulators.
Big, maybe too big
A Paramount-Warner Bros. tie-up would reduce the remaining “big five” movie studios to four and make it the biggest.
Paramount’s lineup includes blockbusters such as “Top Gun,” “Titanic,” and “The Godfather.” The 102-year-old Warner Bros. studio has produced titles ranging from “Harry Potter” and “Superman” to “Barbie” and “One Battle After Another.”
Paramount closed its own $8 billion merger with Skydance just months ago. Warner Bros. merged with Discovery in a $43 billion deal four years ago.
The question for regulators: How big is too big?
When Netflix and Warner struck their deal, they said combining Paramount and Warner, two companies with very similar assets, posed a higher risk for job losses and other competitive concerns.
Warner’s chief revenue and strategy officer, Bruce Campbell, told a Senate antitrust hearing that “one of the reasons that the Netflix offer appeals to us so much” was that the streaming giant didn’t have the same film studio and production infrastructure as Warner. He said a Netflix acquisition would keep those operations intact, free of any forced selling by regulators, and allow the film side of the combined companies to grow.
Now Warner must argue in favor of combining the two studios.
Then there are questions around the fate of employees.
Trade groups have warned for months that any deal could lead to big job losses — a fear heightened because of the massive debt Paramount is taking on to finance its offer.
And though some experts think layoffs are unlikely to draw antitrust scrutiny, there are related concerns. Jim Speta, a professor at Northwestern University’s Pritzker School of Law, said regulators may balk if they believe the combined company will become so big that it can decide worker pay, too.
Streaming power
Beyond traditional film production, a combined Paramount and Warner would also hold big power in the TV and streaming wars.
Paramount owns networks including CBS, MTV and Nickelodeon, as well as the Paramount+ streaming service. As for Warner, it counts CNN, Discovery, and HBO Max among its offerings.
Paramount has argued that merging with Warner will allow it to deliver larger content libraries to its customers and compete with much bigger streaming rivals. In the U.S., according to streaming guide JustWatch, the combined company would control 20% of on-demand subscriptions — about the same share as Netflix alone holds now.
But will the merger benefit consumers? Skeptics argue that a combined company would wield enough power to control prices and increase subscription requirements to watch certain titles.
Democratic Sen. Elizabeth Warren, a longtime antimonopoly hawk, called a Paramount-Warner merger “an antitrust disaster threatening higher prices and fewer choices for American families.”
The regulatory arguments will likely come down to how the market is defined and whether it is much broader than commonly thought, including rivals like Google’s YouTube.
Netflix had said it competes against all manner of video libraries available online, not just streaming services, and that combining with Warner wouldn’t make it too big.
Just weeks ago, Paramount CEO David Ellison said that line of reasoning was Netflix “trying to mask its dominance.” He may now parrot Netflix’s argument.
Implications for news
Regulators will also be asking whether putting CNN and CBS under the same roof hurts competition, which is essential in the news business.
Some experts don’t think news will carry the same weight in the antitrust review as streaming and content library questions. But a CNN-CBS combo will probably still be discussed.
Similar to broadening the definition of the streaming market, advocates of the Paramount merger will probably point to wider media offerings beyond traditional TV news, including information-sharing on social media platforms.
The Trump factor
The president previously suggested he would weigh in on any Warner deal before walking back those statements and maintaining that regulatory approval will be up to the Justice Department.
In Paramount’s favor is Trump’s close relationship with the billionaire Oracle founder Larry Ellison, the father of Paramount’s CEO David Ellison, a Trump donor and a heavy financial backer of Paramount’s bid to buy Warner.
And under new Skydance ownership, Paramount has made changes that Trump may like. It has taken steps to appeal to more conservative viewers in its news operations, for instance, by making Free Press founder Bari Weiss editor-in-chief of CBS News. If the company’s takeover bid of Warner is successful, many expect similar shifts at CNN — something Trump is likely to welcome given his frequent criticism of its news coverage.
“The president does not like CNN, and he’s made that very clear -- and he’s even suggested that changes to CNN might be relevant to the review of the merger,” said Northwestern’s Speta.
Then again, Trump is unpredictable and could still wreck the deal.
Despite the new CBS management and the $16 million Paramount paid Trump to settle a lawsuit over a CBS “60 Minutes” program he thought unfair, the president has continued to lash out at Paramount over editorial decisions on the show.
Netflix is walking away from its offer to buy Warner Bros. Discovery’s studio and streaming business, in a stunning move that effectively puts Paramount in a position to take over its storied Hollywood rival.
On Thursday, Warner’s board announced that Skydance-owned Paramount’s latest offer to buy the entire company for $31 per share was superior to the agreement it had previously struck with Netflix. Warner gave Netflix four business days to come up with a counteroffer — but Netflix instead responded less than two hours later, declining to raise its proposal. It said the new price it would have to pay made the deal “no longer financially attractive.”
“We believe we would have been strong stewards of Warner Bros.′ iconic brands,” Netflix’s co-CEOs Ted Sarandos and Greg Peters said in a joint statement. “But this transaction was always a ‘nice to have’ at the right price, not a ‘must have’ at any price.”
A Paramount buyout of Warner Bros. Discovery would reshape Hollywood and the wider media landscape. And unlike Netflix — which was only eyeing Warner’s studio and streaming business — Paramount wants the entire company. That means HBO Max, cult-favorite titles like “Harry Potter” and even CNN could soon find themselves under the same roof as Paramount’s CBS, “Top Gun” and the Paramount+ streaming service.
The prospect of such a combination, which will still need the green light from both Warner shareholders and regulators, poses both antitrust concerns and questions of political influence.
Netflix’s decision to walk away on Thursday marks the latest development in a monthslong, messy corporate battle over Warner’s future. Sarandos and Peters thanked Warner’s leadership despite the final outcome.
Warner had repeatedly backed the deal it struck with Netflix since December, right up until Thursday evening, when its board continued to recommend Netflix even while calling Paramount’s bid valued at about $111 billion, including debt, “superior.” Netflix had previously put a $27.75 per share offer on the table for Warner’s studio and streaming business, totaling nearly $83 billion, including debt.
In a statement Thursday night, CEO David Zaslav said Netflix executives had been “extraordinary partners” and that he wished them “well in the future.”
After months of a heated back-and-forth amid Paramount’s hostile campaign to take over Warner without the board’s blessing, Warner also changed its tune about the remaining prospective buyer.
Warner’s board hasn’t officially adopted Paramount’s merger agreement yet, but once it does, Zaslav said it “will create tremendous value.” He added that the company was “excited about the potential of a combined Paramount Skydance and Warner Bros. Discovery.”
Paramount did not immediately respond to requests for further comment. But CEO David Ellison earlier applauded Warner’s board affirming “the superior value of our offer.”
A Paramount-Warner combo would combine two of Hollywood’s five legacy studios that remain today, in addition to their theatrical channels. Beyond “Harry Potter,” Warner movies like “Superman,” “Barbie,” and “One Battle After Another” — as well as hit TV series like “The White Lotus” and “Succession” — would join Paramount’s content library.
Paramount’s lineup of titles includes “Top Gun,” “Titanic,” and “The Godfather.” And beyond CBS, it owns networks like MTV and Nickelodeon, as well as the Paramount+ streaming service.
A merger between the two companies would put CNN under the same roof as CBS, which has already seen significant editorial shifts under new Skydance ownership. Paramount took steps to appeal to more conservative viewers in its news operations, notably with the installation of Free Press founder Bari Weiss as editor-in-chief of CBS News. And if the company’s takeover bid of Warner is successful, critics warn similar shifts could happen CNN, a network that has long attracted ire from Trump.
“Any concerns about Netflix owning Warner Bros. are only heightened by the prospect of Paramount owning all of WBD. But it might not even matter,” Mike Proulx, vice president and research director at Forrester, a market research company, said in an email. “Politics is playing an outsized role in this deal, and they’ve been on Paramount’s side from the get‑go.”
President Donald Trump has a close relationship with the billionaire Oracle founder Larry Ellison, the father of Paramount’s CEO David Ellison, who is heavily backing Paramount’s bid to buy Warner. And Paramount’s aggressive push to acquire Warner arrived just months after Skydance closed its own buyout of Paramount in a contentious merger approved just weeks after the company agreed to pay the president $16 million to settle a lawsuit over editing at Paramount’s “60 Minutes” program on CBS.
Still, Trump has continued to publicly lash out at Paramount over editorial decisions at CBS’s “60 Minutes.” And while the president previously made unprecedented suggestions about his involvement in seeing a Warner deal through, he’s since walked back those statements and maintained that regulatory approval will be up to the Justice Department.
Still, top Democratic lawmakers have sounded the alarm about the Republican president’s ties to companies like Paramount and the potential consequences of growing corporate power.
“A handful of Trump-aligned billionaires are trying to seize control of what you watch and charge you whatever price they want,” Democratic Sen. Elizabeth Warren, a longtime antitrust hawk, said in a statement Thursday night. She also called a potential Paramount-Warner combo an “antitrust disaster.”
Executives at Paramount have argued that merging with Warner will allow it to compete with bigger rivals, particularly in the streaming space, and bring larger content libraries for its customers. But Warren and other critics say such a merger threatens higher prices, and that a Warner takeover would only further consolidate power in an industry already run by just a few major players. Some trade groups also warn that could mean job losses and less diversity in filmmaking.
When Netflix was still in the running, one of its key arguments against a Warner-Paramount tie-up was that it would combine two very similar companies: two legacy studios, two theatrical channels, and two major news networks. The streaming giant said that it posed a higher risk for job losses and other competition concerns.
In contrast, executives from both Netflix and Warner argued at a Senate antitrust hearing earlier this month that Netflix doesn’t have the same studios and film distribution that Warner does. That was “one of the reasons that the Netflix offer appeals to us so much,” Bruce Campbell, Warner’s chief revenue and strategy officer, told senators on Feb. 3 — noting that the company believed Netflix would not only keep Warner’s operations intact, but “invest in continued production.”
How regulators will respond to a Warner-Paramount deal remains to be seen. The U.S. Department of Justice has already initiated reviews, and other countries are expected to do so, too.
Warner shareholders will have to be convinced, too. Beyond a higher price, Paramount has also tried to entice them by pledging to move up a previously-promised “ticking fee.” The company initially said it would pay 25 cents per share for every quarter the deal drags on past the end of the year. Now it’s agreed to pay that amount if the deal doesn’t go through by the end of September. It also agreed to a regulatory termination fee of $7 billion.
But Paramount is taking on billions of dollars in debt to finance its offer — something critics have warned could only increase to the likelihood of potential job losses and other restructuring down the road. Foreign sovereign wealth funds have also provided equity for the offer, drawing added scrutiny.