Paramount Skydance Corp.’s renewed push to acquire Warner Bros. Discovery (WBD) is emerging as a potentially cleaner regulatory play than Netflix Inc.’s $82.7 billion takeover attempt, as antitrust scrutiny intensifies around the streaming giant’s proposal.
Sources say Paramount’s all-cash bid — which values the entire WBD at roughly $108.4 billion — offers a clearer regulatory path through Washington, D.C., particularly as the U.S. Department of Justice (DOJ) probes Netflix’s planned acquisition of WBD’s studios and HBO Max streaming service.
“Will enough [investors] accept the $30-per-share offer later this month and give Paramount a controlling stake in WBD? It could happen,” Kenneth Rapoza, an analyst for the Coalition for a Prosperous America, which represents U.S. producers and workers, wrote in today’s MarketWatch.
Netflix announced in December 2025 that it would acquire WBD in a deal valued at $82.7 billion, with an expected closing timeline of 12 to 18 months pending regulatory approvals.
But according to a civil subpoena first viewed by The Wall Street Journal, the DOJ is investigating whether Netflix has engaged in anticompetitive tactics as part of its review.
The WSJ reported Feb. 5 that the DOJ asked another entertainment company to “describe any other exclusionary conduct on the part of Netflix that would reasonably appear capable of entrenching market or monopoly power.”
The subpoena also sought information on whether either deal could hurt competition and how past studio mergers have affected competition for creative talent.
“Netflix is not aware of any investigation into our business outside of the standard merger review process,” a spokesperson told Reuters last week, adding that the company was “constructively engaging” with the DOJ as part of the standard review.
Still, analysts and regulators say a Netflix-WBD combination would face formidable hurdles.
“Netflix would need to overcome significant structural presumptions, potentially relying on the very complexity of the transaction to rebut them,” wrote Richard Wolfram, a member of the New York Bar engaged in solo practice focused on antitrust litigation and counseling, in a Feb. 5 commentary published in ProMarket.
“A Netflix acquisition faces a steep climb, raising a host of horizontal, vertical, and labor-market concerns,” Wolfram wrote. “A Paramount bid would appear to face a somewhat smaller hill.
“In either case, review must take into account a complex web of commercial relationships and distribution that defies simple characterization,” he added.
Paramount has fewer subscribers than Netflix, meaning a Paramount-WBD combination would likely raise fewer market concentration concerns. Analysts also say regulators may view the Paramount deal as less problematic from a labor market standpoint.
Rapoza pointed out that Paramount can position its bid to shareholders as the “competitive counterweight” to both political risk and legal risk.
“If U.S. regulators really don’t want the country’s biggest filmed content streamer to own HBO and Warner’s studios, then they’ll ax the Netflix deal,” he wrote in MarketWatch. “Shareholders who tendered will join a class-action lawsuit against Netflix if their offer wins, leading to market uncertainty.”
Rapoza added that as Paramount buys time, the Netflix offer is moving further toward antitrust scrutiny.
“Any regulatory headlines will widen the risk gap between these two deals — giving Paramount the edge if investors compare that risk side-by-side,” he wrote.
Larry Meyers, a former TV writer and financial policy analyst, wrote in a Jan. 21 market overview piece for Investing.com that Paramount may be better positioned for regulatory approval.
“Paramount appears to have a cleaner and faster path to regulatory approval than Netflix,” Meyers wrote. “There are multiple potential avenues for DOJ challenge, and Netflix appears to have limited pro-competitive offsets relative to Paramount. Any review could take 12-18 months if there is a trial.
“Paramount appears to have minor exposure to DOJ challenges, strong defenses, as well as pro-competitive potential, and a review path of under a year,” added Meyers.
Meanwhile, Paramount earlier this week sweetened its offer after WBD’s board unanimously rejected its earlier proposals as “inadequate” and “not in the best interests” of shareholders.
On Feb. 10, Paramount amended its $30-per-share all-cash tender offer, adding what it described as “an irrevocable personal guarantee” from American billionaire and Oracle Corp. co-founder Larry Ellison of $43.3 billion to cover equity financing and potential damages claims.
As with its initial Dec. 22, 2025 proposal, the revised financing package is designed to underscore certainty of funds, according to David Ellison, chairman and CEO of Paramount, who called the revised bid a “superior $30 per share, all-cash offer” that “clearly underscores its strong commitment to delivering the full value WBD shareholders deserve for their investment.”
In a Feb. 10 letter to WBD’s board, Ellison wrote: “Our goal is to offer superior value and certainty to WBD shareholders — our Revised Offer accomplishes both of these objectives.”
Activist investor Ancora Holdings Group LLC, which holds an approximately $200 million economic interest in WBD, supports Paramount’s enhanced bid, calling it superior to Netflix’s merger proposal. The firm warned of a potential proxy fight if the WBD board refuses to re-engage with Paramount.
“It’s really about showing that there is an alternative here, that if ultimately the board fails to maximize value, there is a process by which we can step in and do it. With stakes, by the way, of similar size,” Jim Chadwick, president of Ancora subsidiary Ancora Alternatives LLC, said during a Feb. 11 CNBC interview. “I’m confident that we could obviously inflict a lot of damage on the Warner Brothers’ board if that’s what we’re forced to do.”
Chadwick was blunt about the regulatory outlook for Netflix’s bid.
“The antitrust implications of this deal look severe. Last week, the company had a really bad week in Washington, D.C., with policymakers and other antitrust officials making their pathway to approval dubious at best,” Chadwick told CNBC. “The regulatory side — Paramount has a much easier pathway to approval and obviously a much better relationship with the current administration.”
The question now, according to Rapoza, is how impatient large WBD investors will become with the board, particularly since Paramount is now offering them more for the WBD shares they recently purchased after Netflix announced its bid.