Netflix Warner Bros Acquisition Draws Senate Scrutiny
Netflix Warner Bros acquisition had Co-CEO Ted Sarandos testify Feb. 3 on antitrust, a development that could complicate HSR timing and the shareholder vote.
KEY TAKEAWAYS
- Ted Sarandos testified before a Senate Judiciary subcommittee on Feb. 3 about antitrust risks and competition.
- The deal faces HSR antitrust review that could delay regulatory clearance and the shareholder vote.
- Warner Bros. Discovery filed an amended preliminary proxy, targeting a shareholder vote in early March.
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Netflix co-CEO Ted Sarandos testified before a U.S. Senate Judiciary subcommittee on February 3, 2026, about the company’s proposed all-cash acquisition of Warner Bros. Discovery’s studio and streaming businesses. The hearing focused on antitrust risks and the deal’s potential effects on competition, consumers, and Hollywood workers.
Senate Hearing and Deal Overview
Sarandos faced pointed questions from lawmakers, including Senator Josh Hawley, who raised concerns about content control linked to the acquisition. The hearing examined how the deal might affect competition in streaming and the broader entertainment industry but did not produce any binding decisions.
Netflix has proposed an all-cash offer for Warner Bros. Discovery’s studio and streaming assets, with reported valuations ranging from $72 billion to $82.7 billion. This offer counters a hostile bid from Skydance-owned Paramount, which has proposed $30 per share for the entire company. Multiple bids—at least seven—have emerged, though no confirmed increases had been reported as of February 2.
The Netflix proposal includes a $2.8 billion break fee. Warner Bros. Discovery filed an amended preliminary proxy around 8:30 a.m. ET on February 2, 2026, and indicated that a definitive proxy could follow the next week pending SEC compliance certification. Management aims for a shareholder vote in early March, though the timing could slip to the second week depending on regulatory review.
The transaction awaits review under the Hart-Scott-Rodino (HSR) antitrust act. European and state attorney-general reviews may follow U.S. clearance. Paramount is seeking HSR approval before the shareholder vote to secure regulatory certainty.
The process now involves a compressed timetable of parallel steps: shareholder consideration of competing offers and formal antitrust review, all under heightened Senate scrutiny that could influence regulatory and investor decisions.
