FCC Flags Netflix-Warner Deal Risks Amid Streaming Power Grab

Federal Communications Commission Chairman Brendan Carr has voiced rare public reservations about Netflix’s $83 billion bid for Warner Bros. Discovery’s studios and HBO Max, citing ‘legitimate competition concerns’ over the streaming giant’s mounting dominance. In a Bloomberg interview on January 23, 2026, Carr praised Netflix’s organic expansion but warned of the ‘sheer amount of scale and consolidation’ the deal could unleash in streaming. Yet, he conceded the FCC holds no jurisdiction, leaving antitrust scrutiny to the Justice Department and FTC.

The transaction, amended to an all-cash $27.75 per share offer on January 20, 2026, targets Warner Bros. Discovery’s streaming and studio assets post-spin-off of its cable networks into Discovery Global, slated for Q3 2026. Netflix and Warner Bros. Discovery submitted Hart-Scott-Rodino filings, signaling engagement with U.S. and European regulators. The combined entity would command an estimated 43% of global streaming subscribers, per rival bidder Paramount Skydance, raising alarms about pricing power and content control. Variety

first detailed Carr’s stance, while Bloomberg hosted the pivotal exchange.

Netflix co-CEOs Ted Sarandos and Greg Peters defend the merger as a ‘strategic accelerant,’ promising continued theatrical releases for Warner Bros. films with a 45-day window and expanded opportunities for creators. ‘We relish competition and work to earn more of consumers’ attention. Despite our success over the years, our share of TV time remains below 10% in the major markets in which we operate,’ Netflix stated in its Q4 2025 shareholder letter. Warner Bros. Discovery CEO David Zaslav hailed the revised terms as bringing ‘two of the greatest storytelling companies’ closer.

Deal Evolution and Bidding Wars

Announced December 5, 2025, at $82.7 billion enterprise value, the pact shifted from cash-and-stock to all-cash amid Netflix share declines and Paramount’s aggressive pursuit. Paramount Skydance, backed by David Ellison and a $40.4 billion commitment from Larry Ellison plus Middle Eastern sovereign funds, launched a $30-per-share hostile bid for all of Warner Bros. Discovery, decrying Netflix’s as carrying ‘severe regulatory risk.’ Warner Bros. rejected it, citing superior certainty from Netflix’s investment-grade balance sheet and $12 billion projected 2026 free cash flow. Reuters reported the all-cash pivot, emphasizing board unanimous support.

Paramount’s tender offer, extended to February 20, 2026, has drawn only 7% of shares, per filings. It promises a full company buyout including cable assets, but Warner Bros. labels it ‘illusory’ due to $94.65 billion financing needs—nearly seven times Paramount’s market cap. Netflix secured a $67.2 billion bridge loan from Wells Fargo, BNP Paribas, and HSBC. Advisors like Moelis for Netflix and Allen & Co., J.P. Morgan, Evercore for Warner Bros. stand to earn $90 million each upon close, expected 12-18 months post-agreement.

Sarandos and Warner Bros. Chief Strategy Officer Bruce Campbell are slated to testify before the Senate Judiciary Subcommittee on Antitrust next month, amid bipartisan pushback. Sen. Elizabeth Warren dubbed it an ‘anti-monopoly nightmare,’ while Sen. Mike Lee flagged ‘antitrust red flags’ and predicted an ‘intense’ hearing. Reps. Darrell Issa and Roger Marshall urged DOJ scrutiny over theater impacts. TheWrap noted cross-aisle worries.

Regulatory Hurdles Ahead

The FCC’s sidelining stems from no broadcast licenses involved—Warner Bros. Discovery owns none, and cable falls outside purview. Carr contrasted this with Paramount’s bid, where foreign funding from Saudi Arabia, Qatar, and Abu Dhabi funds could trigger review. DOJ’s antitrust division issued ‘second requests’ for more data, per reports. European Commission engagement focuses on media concentration, with Paramount betting on blocks there. Bloomberg Law highlighted Carr’s Paramount caveat.

Critics like the Writers Guild of America demand blockage, fearing independent content squeeze. Cinema United warns of ‘unprecedented threat’ to theaters. Sens. Bernie Sanders and Richard Blumenthal joined Warren in a DOJ letter on pricing risks. Netflix counters with commitments to third-party production and jobs growth, projecting U.S. capacity expansion. Breakup fees loom: $5.8 billion if regulators kill it, $2.8 billion if Warner Bros. walks to Paramount.

Carr’s Trump appointee role colors perceptions; he has pushed agency alignment with White House goals, including probes into late-night shows like ‘Jimmy Kimmel Live!’ for ‘news distortion’ and equal-time rules. Recent FCC guidance deemed some talk formats ineligible for ‘bona fide news’ exemptions.

Market Power and Consumer Stakes

A merged Netflix-HBO Max would dwarf rivals, blending 325 million subscribers with HBO’s prestige slate—’Game of Thrones,’ ‘Succession,’ DC franchises like Batman and Superman, Harry Potter. Warner Bros. theatrical slate persists, but Paramount alleges harm to exhibitors, higher prices, and talent pay cuts. Nielsen data shows Netflix at 8% U.S. TV share in October 2025, behind YouTube’s 12.9%, with Warner Bros. Discovery at 1.3%.

Netflix paused buybacks to hoard cash, reporting Q4 2025 revenue of $50.7-51.7 billion guidance below estimates, shares dipping 6.5% post-earnings. Analysts like Argus trimmed targets to $110, citing subscriber benchmarks. The deal vaults Netflix into legacy Hollywood, reversing ‘build, don’t buy’ doctrine, while Warner Bros. sheds debt-laden cable amid linear TV erosion.

Shareholder vote targets April 2026, post-preliminary proxy filing. WBD board reaffirms Netflix superiority, with 93% shareholder rejection of Paramount. As DOJ, FTC, and Brussels deliberate, the saga tests merger enforcers’ resolve in a fragmented yet consolidating video arena. The New York Times chronicled the all-cash escalation.

Broader Industry Ripples

Success could spur waves: Amazon eyeing MGM expansions, Disney bundling deeper. Failure invites Paramount revival or standalone Warner Bros. post-split. Trump-era DOJ infamously sued AT&T-Time Warner (lost in court), while recent Paramount-Skydance cleared with DEI concessions and bias monitors. Carr’s rhetoric signals heightened ‘public interest’ lens, even absent formal role.

For insiders, the merger fuses Netflix’s data-driven algorithms with Warner’s IP vault, potentially reshaping distribution. Vertical integration risks favoring in-house content, echoing past Hollywood battles. Global reach amplifies stakes, with EU probes eyeing subscriber dominance. Netflix IR outlined financing solidity.