The Journal – "Netflix’s Fight for Warner Just Got Harder"

Date: December 8, 2025
Hosts: Ryan Knutson, Jessica Mendoza
Guest: Joe Flint (WSJ Media Reporter)
Key Topic: Netflix’s acquisition of Warner Bros. Discovery faces a surprise hostile counter-offer from Paramount/Skydance, triggering a dramatic Hollywood power struggle.

Episode Overview

This episode dives into the fierce battle for control over Warner Bros. Discovery, following Netflix’s $72 billion deal to acquire the storied studio and HBO Max. With Paramount/Skydance unexpectedly launching a hostile all-cash bid of $77.9 billion, hosts Ryan Knutson and Joe Flint break down what’s at stake for the companies, Hollywood creatives, and consumers.

Key Discussion Points & Insights

1. The Warner Bros. Discovery Backstory

• Recap: Warner Bros. Discovery itself is the result of a 2022 mega-merger between Discovery Networks and WarnerMedia (03:57).
• Intended Goal: Combine cable, movie studios, and streaming (HBOMax, CNN, Discovery) to become an "ultimate Hollywood giant."
  • Quote (Joe Flint):
    “The idea was that they’d have this supercharged streamer of the best of HBO, the best of Discovery ... the ultimate Hollywood giant.” (04:20)
• Problems Emerged:
  • “Instead of becoming the ultimate Hollywood giant, Warner Bros. Discovery stumbled ... The company was saddled with heavy debt, and its stock price was in decline for much of its existence.” (04:34)

2. Why Warner Became a Takeover Target (04:58)

• Strategic Split: Warner's CEO David Zaslav planned to separate the "sexy" entertainment assets (HBOMax, studios) from declining cable channels to attract buyers and boost value.
• Unsolicited Bids: Paramount, fresh off being bought by David Ellison and Skydance, pounced with several unsolicited bids...not just for part, but the entire company (05:51, 06:11).
  • Metaphor (Ryan Knutson):
    “Like nesting dolls ... one merger inside another merger that’s now trying to go inside another giant merger.” (06:43)

3. Paramount's Aggressive Tactics (06:53)

• Early Moves: Paramount aimed to preempt a public auction and avoid a drawn-out bidding war by making offers early.
• Warner’s Response: Initial offers were seen as "lowball" and "aggressive," forcing Warner to open an official auction (07:22).
• Other Bidders: Comcast and Netflix both entered—Netflix’s offer focused on the entertainment assets, not cable (07:49).

4. Netflix's Surprise Winning Bid (08:03)

• Netflix’s Motive:
  • “An asset like Warner Brothers ... a lot of classic IP, superhero franchises, great old TV shows ... Netflix already knows works on its platform.” (Joe Flint, 08:03)
• Deal Details:
  • $72B for HBOMax and studio assets, not including cable news properties.
  • Netflix plans to continue selling Warner shows to others and releasing movies in theaters (08:27).

5. Paramount Escalates with Hostile Counteroffer

• Morning of the Episode: Paramount/Skydance launches a hostile takeover bid: $77.9B for the entire company (08:56, 12:09).
• Conference Call Insight:
  • David Ellison (Paramount CEO, 11:30):
    "By bringing together the complementary strengths of Paramount and Warner Brothers discovery, we can unlock greater scale, reach and creative."
  • Joe Flint commentary: “If they were already hostile, they’ve now turned it up to super hostile ... gone to 11.” (12:23)
• Paramount’s Rationale:
  • Needs Warner Bros. to "scale up and be a competitor ... Otherwise you're still the same old Paramount" (12:54).

6. The Battle Moves to Shareholders

• Paramount accuses Warner of "a myopic process with a predetermined outcome that favors a single bidder." Warner responds: its process is fair and "robustly complies" with obligations (08:56).
• Both sides appeal directly to Warner’s shareholders. Netflix’s co-CEO Ted Sarandos calls Paramount’s tender offer “entirely expected” and remains “super confident” Netflix will win (13:23).

7. Regulatory, Antitrust, and Market Concerns

• Big Question: How will regulators define the streaming marketplace?
  • Joe Flint: “Netflix ... would argue the streaming market includes TikTok, Facebook ... Paramount ... says it should be just subscription video services.” (14:12)
  • Illustrative Comparison (Ellison via Joe Flint):
    "That's like Coke tries to buy Pepsi and the deal gets approved because Budweiser is seen as an alternative to Coca Cola. It's not." (15:00)
• Other Antitrust Worries:
  • Potential impacts on creative talent, content uniqueness, and movie-goer experience.

8. The Disruptor in Hollywood

• Has Netflix Already Taken Over?
  • “In many ways, Netflix is already taken over Hollywood, or at least radically changed the landscape ... they’re still seen as a disruptor.” (Joe Flint, 16:22)
• Skepticism from the White House:
  • President Donald Trump, on the deal:
    "They have a very big market share, and when they have Warner Brothers, that share goes up a lot. So I don't know ... I'll be involved in that decision too." (17:05)

9. What’s Next?

• Warner’s Choice: Has 10 days to respond to Paramount’s hostile bid; Netflix could revise its offer or even walk away (17:26).
• Outlook for Viewers & Creators:
  • Possible bigger libraries, but less competition and fewer options for talent.
  • Joe Flint: “Any one of these deals takes one buyer out of the marketplace ... it gives someone more control to set pricing ... That’s always a challenge for the creators ... fewer people to play off one another.” (18:45)

Notable Quotes & Memorable Moments

• “We’re in Squid Game territory right now. They’re taking it to shareholders … this will get uglier between Netflix and Warner and Paramount.”
  — Joe Flint (09:30)
• “If they were already hostile, they’ve now turned it up to super hostile, where they’ve gone to 11.”
  — Joe Flint (12:23)
• “He who has the most toys wins.”
  — Joe Flint describing Paramount’s mindset (12:54)
• "The next maker of Game of Thrones isn't going to go to Instagram or TikTok to make their show. They're going to go to a Hollywood powerhouse."
  — Joe Flint, summarizing Ellison's argument against Netflix's broad antitrust framing (15:02)
• “Netflix in many ways already is the big force out here. And that's why so many people are a little bit scared about them even getting bigger with Warner.”
  — Joe Flint (16:22)
• President Trump on regulatory review:
  — “That share goes up a lot ... I’ll be involved in that decision too.” (17:05)

Key Timestamps for Important Segments

• 00:05–01:36: Breaking news intro and episode premise
• 03:57–06:53: Warner Bros. Discovery’s formation and stumbling
• 07:08–08:27: Paramount’s early bids and Warner’s response
• 08:56–09:47: Netflix's winning bid and Paramount’s hostile offer
• 11:30–12:48: Paramount’s live conference call—Ellison makes the case
• 13:23–14:06: Netflix’s response & antitrust concerns preview
• 14:12–16:07: Deep-dive on regulatory/marketplace definitions
• 16:22–17:17: Hollywood’s feelings, White House response
• 17:26–18:45: What’s next for bidders, Warner, creatives, and consumers

Conclusion

The Netflix–Warner Bros. Discovery deal, already seismic in its implications for Hollywood and streaming, is now mired in a dramatic contest with Paramount. With billions at stake, boardroom intrigue, and potentially era-defining consequences for creative competition and consumer choice, this episode unpacks a pivotal moment for global entertainment—and leaves listeners on edge for the next turn in the story.