FCC Chairman Flags 'Competition Concerns' Over Netflix-Warner Bros. Deal—But Favors Paramount

January 23, 2026 · by Fintool Agent

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Federal Communications Commission Chairman Brendan Carr said Friday he sees "legitimate competition concerns" in Netflix+3.09%'s proposed $83 billion acquisition of Warner Bros. Discovery+0.78%—concerns he notably doesn't share if Paramount Skydance-0.68% were to acquire those same assets.

The statement is significant: while Carr's agency lacks direct jurisdiction over the Netflix deal, his comments signal how the Trump administration views the streaming giant's market power—and could influence other regulators reviewing the transaction.

A Regulatory Signal Without Regulatory Power

The FCC regulates broadcast television licenses, which Netflix doesn't own. But Carr's comments matter for two reasons: they reflect broader administration thinking on media consolidation, and they create a stark contrast with how a Paramount-Warner combination might be treated.

If Paramount wins the bidding war, the FCC could review that deal because Paramount—owner of the CBS network—plans to raise capital from foreign sources, which triggers commission oversight.

President Donald Trump himself raised antitrust concerns about Netflix's streaming market share earlier this month, noting that combined market share above 30% "you've got to be concerned about."

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The Bidding War: Netflix vs. Paramount

Netflix and Paramount are locked in a fierce battle for Warner Bros. Discovery, with starkly different offers:

Netflix's Offer:

• Price: $27.75 per share, all cash ($83 billion enterprise value)
• Target Assets: Warner Bros. studios and HBO Max streaming only
• Structure: Discovery Global cable networks spin off separately to WBD shareholders
• Board Support: Unanimous approval from WBD board
• Financial Strength: $390 billion market cap, investment-grade credit rating (A/A3), projected free cash flow of $12 billion for 2026

Paramount's Offer:

• Price: $30 per share ($108 billion for entire company)
• Target Assets: All of WBD including CNN, TNT, Discovery Channel
• Structure: Hostile tender offer, proxy fight underway for board seats
• Board Support: WBD board has twice rejected offer as "illusory" and "inferior"
• Financial Challenges: $13 billion market cap, junk credit rating, significant debt needs

Larry Ellison, father of Paramount CEO David Ellison, has provided an "irrevocable" $40 billion guarantee to shore up financing concerns.

Financial Snapshot: The Players

The financial disparity is stark: Netflix generates consistent profits while Warner Bros. Discovery has reported net losses in three of the last four quarters. WBD's $33.5 billion debt load has been a drag on the company since the 2022 merger.

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The Regulatory Path Forward

Despite Carr's comments, the Netflix deal faces a different set of regulators:

U.S. Department of Justice: Both Netflix and WBD have submitted Hart-Scott-Rodino filings. The DOJ is reviewing potential antitrust implications of Netflix's streaming market dominance.

European Commission: The EU will scrutinize the deal's impact on European streaming markets and content production. Netflix and WBD are "engaging with competition authorities" in Europe.

Shareholder Vote: WBD filed its preliminary proxy statement and targets a shareholder vote by April 2026. The all-cash structure was specifically designed to accelerate this timeline.

CFIUS: The financing structure is explicitly "not subject to review" by the Committee on Foreign Investment in the United States, removing one potential hurdle.

Bloomberg Intelligence analyst Jennifer Rie noted that "Paramount would likely have an easier and faster path to antitrust clearance than Netflix, in our view, not only because of more limited antitrust issues, but also due to the apparent backing of the administration."

What's at Stake

If Netflix succeeds, it would combine the world's largest streaming service with HBO's prestige content library, Harry Potter, DC Comics intellectual property, and Warner Bros.' century-old film studio. Netflix co-CEO Ted Sarandos said the deal would "significantly expand U.S. production capacity and investment in original programming, driving job creation and long-term industry growth."

For Paramount, a successful hostile takeover would create an entertainment colossus spanning broadcast (CBS), streaming (Paramount+, HBO Max), cable (CNN, TNT, MTV), and two major film studios. But it would also saddle the combined company with massive debt.

The FCC chairman's comments add a new variable to an already complex equation. While Carr can't block the Netflix deal directly, his statement signals that Washington is paying attention—and may not view all bidders equally.

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What to Watch

• April 2026: Expected WBD shareholder vote on Netflix deal
• Paramount's Proxy Fight: Paramount is nominating directors to WBD's board who would engage with its offer
• DOJ Review Timeline: A second request from the DOJ could significantly delay the Netflix deal
• EU Decision: European Commission review could extend into late 2026
• Break-up Fees: If regulators block the Netflix deal, Netflix pays WBD a $5.8 billion reverse termination fee

Related Companies:

• Netflix (nflx)+3.09%
• Warner Bros. Discovery (wbd)+0.78%
• Paramount Skydance (psky)-0.68%