Senate Hearing on Netflix-WBD merger

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The Senate Judiciary Subcommittee on Antitrust, Competition Policy and Consumer Rights held a hearing on Feb. 3, 2026, to examine Netflix’s proposed $82.7 billion acquisition of Warner Bros. Discovery’s film and television studios, HBO and HBO Max. Lawmakers used the session to press Netflix co-CEO Ted Sarandos and Warner Bros. executive Bruce Campbell on the deal’s impact on competition, consumers and the entertainment workforce.

Antitrust concerns

Subcommittee chair Mike Lee warned that the merger could create a streaming “behemoth” with too much control over production and distribution, potentially driving up subscription prices and reducing opportunities for writers, actors and other creative workers. Democrats, including Cory Booker, Adam Schiff and Amy Klobuchar, echoed concerns about consolidation, job losses and consumer harm.

Culture war angle

Republicans Josh Hawley and Ted Cruz steered part of the hearing toward culture-war issues, questioning whether the combined company would amplify “woke” programming and political bias.

Lee also suggested Netflix may be trying to become “the one platform to rule them all”, reflecting skepticism that extended beyond traditional antitrust worries. Cory Booker (D-NJ) questioned the impact on “art, culture, and the moral imagination of a nation”.

Rival bid and White House

The hearing also reflected the wider battle for Warner Bros., with Paramount Skydance pursuing a rival hostile bid. Cory Booker criticized Paramount CEO David Ellison for not testifying, while lawmakers questioned Sarandos about a November 2025 meeting with President Donald Trump and whether the administration could shape the Justice Department’s review.

Industry response

Sarandos defended the merger as pro-consumer, arguing it would combine Netflix’s global distribution with Warner Bros.’ production strength and deliver more content at lower cost. He also pledged to keep a 45-day theatrical window for Warner Bros. films, while Warner Bros. executives argued the deal would expand the studio’s reach through Netflix’s platform.

Cinema United, representing theatrical exhibitors, labeled the merger “catastrophic,” arguing that Netflix’s 45-day theatrical window commitment is misleading and would irreversibly harm movie theaters.

CEO David Ellison did not attend the hearing but issued an open letter to the creative community, vowing an “anti-monopoly” approach and promising to produce at least 30 theatrical features annually if his rival bid succeeds.

Creative unions raised concerns that the merger would reduce bargaining leverage for writers, actors, and directors by concentrating power in a single global distributor.

Market & Public Interest Reactions

Netflix shares fell approximately 11% in the weeks leading up to and following the hearing as the Department of Justice (DOJ) expanded its antitrust probe beyond the merger to include Netflix’s broader business practices.

Groups like NetChoice defended the deal, characterizing it as a “forward-thinking alignment” that would lower costs for Americans and strengthen the domestic creative economy.

What happens next

The Senate cannot block the transaction, but the hearing increased political pressure on the Justice Department, which is already reviewing the deal alongside Paramount Skydance’s rival offer. Warner Bros. Discovery shareholders are expected to vote on the proposal in April 2026.

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Timeline

14 Sep: Paramount CEO David Ellison proposes an unsolicited $19-per-share cash-and-stock bid at WBD CEO David Zaslav’s home.

22 Sep: WBD board unanimously rejects the offer as “inadequate”.

30 Sep: Paramount submits a second bid at $22 per share (67% cash).

8 Oct: WBD rejects the second bid. Concurrently, Netflix co-CEO Greg Peters downplays interest in mega-mergers.

13 Oct: Paramount’s third bid of $23.50 per share (80% cash) is approved by its own board but rejected by WBD.

21 Oct: WBD officially opens a formal auction, allowing bids for parts or the whole company.

20 Nov: First round of formal bids from Paramount and Netflix

1 Dec: Paramount increases bid to $26.50/share and reveals Middle Eastern financing.

4 Dec: Netflix issues an ultimatum and increases its bid to $27.75/share. Paramount boosts its offer to $30/share but loses board favor due to financing concerns.

WBD Board votes to accept the Netflix proposal.

5 Dec: Netflix and WBD officially announce their merger. Netflix agrees to acquire WBD’s Studios and Streaming assets for $27.75 per share in a cash-and-stock deal.

8 Dec: Paramount Skydance (PSKY) disrupts the agreement by launching a $108.4 billion hostile bid for the entirety of WBD at $30 per share in cash.

17 Dec: The WBD board formally rejects Paramount’s initial hostile bid, questioning its financing and labeling it “inferior” to the Netflix deal.

22 Dec: Paramount submits an amended bid that includes a $40.4 billion personal guarantee from tech billionaire Larry Ellison to address the board’s financing concerns.

7 Jan 2026: WBD’s board unanimously rejects the amended Paramount offer, citing excessive debt risk.

8 Jan: Paramount reaffirms its $30-per-share offer despite the board’s rejection, taking the fight directly to shareholders.

12 Jan: Paramount sues WBD in Delaware, accusing the board of misleading shareholders about the Netflix deal.

15 Jan: A Delaware judge denies Paramount’s request to expedite the lawsuit.

20 Jan: Netflix amends its bid from cash-and-stock to all-cash.

21 Jan: Paramount extends its tender offer deadline to woo more shareholders.

2 Feb: CNBC reported that a WBD shareholder vote on the Netflix deal could happen as early as Mar or Apr 2026.

3 Feb: The Senate Antitrust Subcommittee held a high-stakes hearing.

6 Feb: Netflix hired veteran antitrust counsel Seth Bloom to navigate the deepening DOJ investigation.

9 to 10 Feb: Analysts warned of a potential $5.8 billion break-up fee if regulators block the deal. Meanwhile, Netflix executives claimed a Paramount-WBD merger would lead to “$6 billion in job cuts” compared to their own “pro-growth” plan.

20 Feb: Deadline for WBD shareholders to tender shares to Paramount’s hostile bid.
March/April 2026: Expected WBD shareholder vote on the Netflix merger.

Q3 2026: Target for the spin-off of WBD’s cable networks into a new entity, Discovery Global.

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