The regulatory path ahead for a Netflix and Warner Bros. deal could get dicey

by | Dec 5, 2025 | Business

In this articleWBDNFLXFollow your favorite stocksCREATE FREE ACCOUNTLogos of Netlfix and Warner Bros.ReutersThe Netflix and Warner Bros. Discovery deal came together quickly — but its path to regulatory approval may not be so speedy. Netflix stunned the media industry on Friday when it announced its proposed $72 billion deal to acquire the iconic Warner Bros. film studio and streaming service HBO Max. The combination brings together two of the most popular streaming platforms in the business. Netflix reported 300 million global subscribers as of late 2024, the last time it reported the metric. HBO Max had 128 million customers as of Sept. 30. Netflix currently claims 46% of mobile app monthly active users in global streaming, according to data from market intelligence firm Sensor Tower. Combined with HBO Max, that share would rise to 56%, it found. “This deal cements Netflix’s position as the premier streaming service for original content,” according to a research note from analysts at William Blair on Friday.The size of the deal makes it ripe for scrutiny, from both industry insiders and U.S. lawmakers. The Trump administration is viewing the merger with “heavy skepticism,” CNBC reported Friday, and Sen. Elizabeth Warren has already called for an antitrust review. “This deal looks like an anti-monopoly nightmare. A Netflix-Warner Bros. would create one massive media giant with control of close to half of the streaming market — threatening to force Americans into higher subscription prices and fewer choices over what and how they watch, while putting American workers at risk,” Warren, a Democrat from Massachusetts, said in a statement. The merger would also give Netflix control over the famed Warner Bros. film studio, further consolidating the cinematic space and raising concerns that the number or typical windowing of popular releases could shrink. It’s typical in the days and weeks following a deal announcement of this scale for interest groups, politicians and corporate competitors to call foul on antitrust grounds. The Department of Justice is most likely to review the deal, as it has other media mergers in the past, and it could take some time. DOJ reviews can take anywhere from months to more than a year. Netflix said Friday it expects the transaction to close in 12 to 18 months, after Warner Bros. Discovery spins out its portfolio of cable networks into Discovery Global. Netflix confidenceTed Sarandos, co-chief executive officer of Netflix , attends the annual Allen & Co. Media and Technology Conference in Sun Valley, Idaho on July 11th, 2025.David A. Grogan | CNBCNetflix executives on Friday said they were “highly confident” the deal would win regulatory approval.”You know, this deal is pro-consumer, pro-innovation, pro-worker, it’s pro-creator, it’s pro-growth,” Netflix co-CEO Ted Sarandos said during an investor call following the acquisition announcement. “Our plans here are to work really closely with all the appropriate governments and regulators, but [we’re] really confident that we’re going to get all the necessary approvals that we need,” Sarandos added. As part of the deal, Netflix has agreed to pay a $5.8 billion breakup fee to Warner Bros. Discovery if the deal were to get blocked by the government. Netflix’s bid won out over competing offers from Paramount Skydance and Comcast. Analysts at Deutsche Bank and William Blair were at least minimally convinced Friday of the potential for the deal to go through. “A merger of Warner Bros. Discovery and any of the three bidders would probably succeed, even if the DOJ were to sue to block a proposed combination,” Deutsche Bank analysts wrote in a note on Friday, citing insights from a Department of Justice veteran who the analysts said “does not see any significant antitrust problems with any of the three scenarios.” “However … we don’t know all of the detailed facts that will be collected and analyzed by the DOJ, nor do we know who the judge hearing the case will be, and both of these factors can have an impact on the outcome,” the Deutsche Bank analysts noted. Paramount, for its part, has been fanning the flames. Paramount’s lawyers sent a letter to Warner Bros. Discovery this week, first reported by CNBC, in which it argued the sale process had been rigged in Netflix’s direction. The Wall Street Journal reported that in a separate letter, Paramount said a Netflix transaction would likely “never close” because of regulatory headwinds. Paramount was the only bidder looking to buy WBD’s massive portfolio of pay-TV networks — and it’s unlikely to walk away from the process quietly. Not so fastOracle co-founder, CTO and Executive Chairman Larry Ellison (C), U.S. President Donald Trump, OpenAI CEO Sam Altman (R), and SoftBank CEO Masayoshi Son (2nd-R), share a laugh as Ellison uses a stool to stand on as he speaks during a news conference in the Roosevelt Room of the White House on January 21, 2025 in Washington, DC. Trump announced an investment in artificial intelligence (AI) infrastructure and took questions on a range of topics including his presidential pardons of Jan. 6 defendants, the war in Ukraine, cryptocurrencies and other topics.Andrew Harnik | Getty Images …

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