The U.S. Department of Justice has launched an in-depth antitrust review of Netflix’s proposed acquisition of Warner Bros. Discovery, a transaction valued at approximately $83 billion that would reshape the global media and streaming landscape.
Warner Bros. Discovery disclosed in a regulatory filing that both companies received a formal “second request” for information from the DOJ’s Antitrust Division on January 16. The request pauses the standard waiting period that would otherwise allow the deal to move forward, preventing the transaction from closing until regulators complete their review.
The heightened scrutiny comes as Netflix revised the structure of the deal, shifting to an all-cash offer after initially proposing a mix of cash and stock. The revised structure is intended to provide greater certainty to shareholders and reduce exposure to market volatility.
Under the proposed transaction, Netflix would acquire Warner Bros.’ film and television studios, along with premium brands including HBO and HBO Max. Warner Bros. Discovery plans to separate Discovery Global, which houses CNN, TNT Sports, Discovery Channel, and several international networks, prior to the deal’s completion.
Netflix said the acquisition would be financed through a combination of existing cash reserves, credit facilities, and committed financing. Both companies’ boards have approved the transaction, though it remains subject to regulatory clearance and a shareholder vote.
The DOJ’s second request signals a closer examination of whether the deal could reduce competition in streaming, film production, or television distribution markets. The review also comes amid growing consolidation concerns within the media and technology sectors.
Adding further pressure, Warner Bros. Discovery has reportedly attracted interest from other potential buyers, including a competing proposal from Paramount valued at more than $100 billion. The competing bid has raised questions about deal certainty and valuation.
Despite the regulatory delay, Netflix and Warner Bros. Discovery have indicated they still expect the transaction to close within 12 to 18 months, pending approval.
