warner bros.

The morning after Netflix clinched its deal to buy Warner Bros., Paramount Skydance Chairman David Ellison assembled a war room of trusted advisors, including his billionaire father, Larry Ellison.

Furious at Warner Bros. Discovery Chief David Zaslav for ending the auction, the Ellisons and their team began plotting their comeback on that crisp December day.

To rattle Warner Bros. Discovery and its investors, they launched a three-front campaign: a lawsuit, a hostile takeover bid and direct lobbying of the Trump administration and Republicans in Congress.

“There was a master battle plan — and it was extremely disciplined,” said one auction insider who was not authorized to comment publicly.

Netflix stunned the industry late Thursday by pulling out of the bidding, clearing the way for Paramount to claim the company that owns HBO, HBO Max, CNN, TBS, Food Network and the Warner Bros. film and television studios in Burbank. The deal was valued at more than $111 billion.

The streaming giant’s reversal came just hours after co-Chief Executive Ted Sarandos met with Atty Gen. Pam Bondi and a deputy at the White House. It was a cordial session, but the Trump officials told Sarandos that his deal was facing significant hurdles in Washington, according to a person close to the administration who was not authorized to comment publicly.

Even before that meeting, the tide had turned for Paramount in a swell of power, politics and brinkmanship.

“Netflix played their cards well; however, Paramount played their cards perfectly,” said Jonathan Miller, chief executive of Integrated Media Co. “They did exactly what they had to do and when they had to do it — which was at the very last moment.”

Key to victory was Larry Ellison, his $200-billion fortune and his connections to President Trump and congressional Republicans.

Paramount also hired Trump’s former antitrust chief, attorney Makan Delrahim, to quarterback the firm’s legal and regulatory action.

Republicans during a Senate hearing this month piled onto Sarandos with complaints about potential monopolistic practices and “woke” programming.

David Ellison skipped that hearing. This week, however, he attended Trump’s State of the Union address in the Capitol chambers, a guest of Sen. Lindsey Graham (R-S.C.). The two men posed, grinning and giving a thumbs-up, for a photo that was posted to Graham’s X account.

David Ellison, the chairman and chief executive of Paramount Skydance Corp., walks through Statuary Hall to the State of the Union address at the U.S. Capitol on Feb. 24, 2026.

(Anna Moneymaker / Getty Images)

On Friday, Netflix said it had received a $2.8-billion payment — a termination fee Paramount agreed to pay to send Netflix on its way.

Long before David Ellison and his family acquired Paramount and CBS last summer, the 43-year-old tech scion and aircraft pilot already had his sights set on Warner Bros. Discovery.

Paramount’s assets, including MTV, Nickelodeon and the Melrose Avenue movie studio, have been fading. Ellison recognized he needed the more robust company — Warner Bros. Discovery — to achieve his ambitions.

“From the very beginning, our pursuit of Warner Bros. Discovery has been guided by a clear purpose: to honor the legacy of two iconic companies while accelerating our vision of building a next-generation media and entertainment company,” David Ellison said in a Friday statement. “We couldn’t be more excited for what’s ahead.”

Warner’s chief, Zaslav, who had initially opposed the Paramount bid, added: “We look forward to working with Paramount to complete this historic transaction.”

Netflix, in a separate statement, said it was unwilling to go beyond its $82.7-billion proposal that Warner board members accepted Dec. 4.

“We believe we would have been strong stewards of Warner Bros.’ iconic brands, and that our deal would have strengthened the entertainment industry and preserved and created more production jobs,” Sarandos and co-Chief Executive Greg Peters said in a statement.

“But this transaction was always a ‘nice to have’ at the right price, not a ‘must have’ at any price,” the Netflix chiefs said.

Netflix may have miscalculated the Ellison family’s determination when it agreed Feb. 16 to allow Paramount back into the bidding.

The Los Gatos, Calif.-based company already had prevailed in the auction, and had an agreement in hand. Its next step was a shareholder vote.

“They didn’t need to let Paramount back in, but there was a lot of pressure on them to make sure the process wouldn’t be challenged,” Miller said.

In addition, Netflix’s stock had also been pummeled — the company had lost a quarter of its value — since investors learned the company was making a Warner run.

Upon news that Netflix had withdrawn, its shares soared Friday nearly 14% to $96.24.

Netflix Chief Executive Ted Sarandos arrives at the White House on Feb. 26, 2026.

(Andrew Leyden / Getty Images)

Invited back into the auction room, Paramount unveiled a much stronger proposal than the one it submitted in December.

The elder Ellison had pledged to personally guarantee the deal, including $45.7 billion in equity required to close the transaction. And if bankers became worried that Paramount was too leveraged, the tech mogul agreed to put in more money in order to secure the bank financing.

That promise assuaged Warner Bros. Discovery board members who had fretted for weeks that they weren’t sure Ellison would sign on the dotted line, according to two people close to the auction who were not authorized to comment.

Paramount’s pressure campaign had been relentless, first winning over theater owners, who expressed alarm over Netflix’s business model that encourages consumers to watch movies in their homes.

During the last two weeks, Sarandos got dragged into two ugly controversies.

First, famed filmmaker James Cameron endorsed Paramount, saying a Netflix takeover would lead to massive job losses in the entertainment industry, which is already reeling from a production slowdown in Southern California that has disrupted the lives of thousands of film industry workers.

Then, a week ago, Trump took aim at Netflix board member Susan Rice, a former high-level Obama and Biden administration official. In a social media post, Trump called Rice a “no talent … political hack,” and said that Netflix must fire her or “pay the consequences.”

The threat underscored the dicey environment for Netflix.

Additionally, Paramount had sowed doubts about Netflix among lawmakers, regulators, Warner investors and ultimately the Warner board.

Paramount assured Warner board members that it had a clear path to win regulatory approval so the deal would quickly be finalized. In a show of confidence, Delrahim filed to win the Justice Department’s blessing in December — even though Paramount didn’t have a deal.

This month, a deadline for the Justice Department to raise issues with Paramount’s proposed Warner takeover passed without comment from the Trump regulators.

“Analysts believe the deal is likely to close,” TD Cowen analysts said in a Friday report. “While Paramount-WBD does present material antitrust risks (higher pay TV prices, lower pay for TV/movie workers), analysts also see a key pro-competitive effect: improved competition in streaming, with Paramount+ and HBO Max representing a materially stronger counterweight to #1 Netflix.”

Throughout the battle, David Ellison relied on support from his father, attorney Delrahim, and three key board members: Oracle Executive Vice Chair Safra A. Catz; RedBird Capital Partners founder Gerry Cardinale; and Justin Hamill, managing director of tech investment firm Silver Lake.

In the final days, David Ellison led an effort to flip Warner board members who had firmly supported Netflix. With Paramount’s improved offer, several began leaning toward the Paramount deal.

On Tuesday, Warner announced that Paramount’s deal was promising.

On Thursday, Warner’s board determined Paramount’s deal had topped Netflix. That’s when Netflix surrendered.

“Paramount had a fulsome, 360-degree approach,” Miller said. “They approached it financially. … They understood the regulatory environment here and abroad in the EU. And they had a game plan for every aspect.”

On Friday, Paramount shares rose 21% to $13.51.

It was a reversal of fortunes for David Ellison, who appeared on CNBC just three days after that war room meeting in December.

“We put the company in play,” David Ellison told the CNBC anchor that day. “We’re really here to finish what we started.”

Times staff writer Ana Cabellos and Business Editor Richard Verrier contributed to this report.

As Paramount moved Monday to sweeten its bid for Warner Bros. Discovery, a high-stakes political battle is playing out behind the scenes.

Paramount’s latest offer enhanced its earlier $30-a-share bid, valued at $108 billion, said a person familiar with the process who was not authorized to comment publicly. Details of the revised proposal, first reported by Bloomberg, were not immediately available.

The firm is leveraging both the dynastic wealth of Larry Ellison’s empire and his ties to the Trump administration to dismantle Netflix’s rival $82.7-billion deal for Warner, which owns CNN, HBO and the premier Hollywood film and television studios, according to people close to the auction.

Over the weekend, President Trump turned up the heat, demanding that Netflix “IMMEDIATELY” fire Susan Rice — a former Obama and Biden administration official — who serves on Netflix’s 13-member board or “pay the consequences.”

Trump, in a Saturday night social media post, called the former ambassador “deranged … She’s got no talent or skills — Purely a political hack!”

Trump previously said he would not get involved in the pivotal Warner Bros. auction, instead leaving the matter to the Department of Justice, which is investigating whether a Netflix takeover, or Paramount’s alternative bid, would harm competition. Trump has been an outspoken critic of CNN and many of its on-air hosts.

Netflix won the bidding for the storied studio and HBO in December, prompting the spurned Paramount executives to launch a multipronged strategy to scuttle the Netflix deal.

Netflix co-Chief Executive Ted Sarandos sought to downplay the latest controversy, saying during a BBC interview Monday: “This is a business deal, it’s not a political deal.”

But Paramount, which declined to comment for this article, has not been shy about playing its political cards.

Warner Bros. Studio in Burbank.

(Myung J. Chun/Los Angeles Times)

The company, overseen by Larry Ellison’s son, David, is trying to convince Justice Department regulators and Warner Bros. shareholders that the Netflix deal is too dicey and that they should instead side with Paramount, said sources who were not authorized to comment publicly.

Paramount has attempted numerous maneuvers to gain the upper hand.

“This deal was never going to be decided on the merits of the offer or rigid antitrust considerations,” said Gabriel Kahn, a professor at the USC Annenberg School for Communication and Journalism. “This was a classic Trump administration deal where proximity to the president counts a lot more than financial terms.”

Trump’s Saturday night outburst came after Rice, during a podcast interview last week, said that “it is not going to end well” for corporations, media outlets and law firms that “bent the knee” to Trump should Democrats regain control in Washington.

The comments of Rice, a Netflix director for eight years, came as Paramount-owned CBS was involved in a headline-grabbing dust-up with late-night talk-show host, Stephen Colbert, over Trump’s Federal Communications Commission chair‘s threat to modify a rule requiring that broadcasters to give political candidates equal time. Colbert has accused his company of kowtowing to Trump, which CBS has denied.

Netflix’s Sarandos and Paramount’s David Ellison have made separate treks to the White House.

In October, Paramount hired a former Trump administration official, Makan Delrahim, who oversaw the Justice Department’s antitrust division during Trump’s first term, to quarterback Paramount’s campaign to win over regulators and politicians.

A formidable ally — Sen. Ted Cruz (R-Texas) — recently visited Delrahim on Paramount’s Melrose Avenue lot in Los Angeles. While there, Cruz said he was a fan of the CBS show “NCIS,” which prompted Paramount executives to put together an impromptu tour of the “NCIS Origins” soundstages, according to a person familiar with the visit.

In December, Delrahim made a tactical move to apply for Justice Department approval of Paramount’s deal — despite the absence of a signed agreement with the Warner Bros. board and the consent of its shareholders. The gambit was meant to speed the agency’s approval should the Netflix deal crumble. Warner stockholders are expected to vote March 20.

Last week, Paramount announced that a major deadline had passed without pushback from the Justice Department. “There is no statutory impediment in the U.S. to closing Paramount’s proposed acquisition of WBD,” Paramount said in a regulatory filing.

Paramount faces a separate deadline late Monday to improve the finances of its proposed takeover to shake the support of Warner Bros. Discovery’s board members for the Netflix deal.

Paramount wants to buy all of Warner Bros. Discovery, including CNN.

Netflix, in contrast, does not want the bulk of cable TV channels beyond HBO, and has offered $27.75 a share. It has the right to match any improved Paramount proposal.

Warner is planning to spin off the bulk of its channel portfolio, including HGTV, TBS and Cartoon Network, in a separate company. Its shareholders will receive stock in that entity, slated to be called Discovery Global.

Concerns over Netflix’s deal have been mounting.

Department of Justice regulators have sent inquiries to the three companies, according to one senior executive who was not authorized to speak publicly. The department is said to be looking at Netflix’s historic business strategy of steering most of its film releases to its streaming platform, often bypassing movie theaters. Sarandos has promised to maintain a 45-day theatrical window for Warner Bros. films.

Bloomberg has reported that regulators also are trying to determine whether Netflix has exerted leverage over creators in negotiations when acquiring programming to build its catalog.

This month, Republican lawmakers blasted Sarandos during a Senate Judiciary Subcommittee on Antitrust, Competition Policy, and Consumer Rights hearing to explore antitrust implications of the Warner Bros. sale. Sen. Mike Lee (R-Utah) sent Netflix a series of pointed follow-up questions, including: “If allowed to proceed, what effect will the merger have on future competition?”

Ted Sarandos, left, and David Zaslav at the 2026 Golden Globes.

(Allen J. Schaben / Los Angeles Times)

The hearing also veered into culture wars, with Sen. Josh Hawley (R-Mo.) suggesting Netflix was promoting a “transgender ideology” to children, which Sarandos denied.

Another Missouri Republican, Sen. Eric Schmitt, accused Netflix of making some of “the wokest content in the history of the world.”

“Netflix has no political agenda of any kind,” Sarandos told the lawmakers.

David Ellison also was invited to appear at the Feb. 3 hearing, but he declined — which raised the eyebrows of some members of the panel.

Skydance Media founder and Chief Executive David Ellison, who leads Paramount, is shown in 2023 in New York.

(Evan Agostini / Invision / Associated Press)

Sen. Cory Booker (D-N.J.) challenged Ellison for failing to answer lawmakers’ questions under oath, including about his dealings with the president.

Ellison instead responded with a statement but Booker and other lawmakers wrote back, saying Ellison’s statement “failed to address” the issues raised by Booker.

“The pattern of evasion, combined with Paramount’s apparent confidence that a politically sensitive transaction will clear without difficulty warrants serious scrutiny,” Booker, Senate Minority Leader Chuck Schumer and others wrote in the Feb. 19 letter.

The Democrats instructed Ellison “to preserve records related to the proposed Paramount-Warner Bros. Discovery transaction.”

The move came days after Gail Slater, the Justice Department’s antitrust chief, was bounced from her job, reportedly after becoming a thorn in the side of some business interests. Slater’s former top deputy, who also left the Justice Department, publicly warned that antitrust decisions are being influenced by corporate lobbyists — not in the interest of ordinary Americans.

“We see this happen again and again,” USC’s Kahn said.

“Let’s not forget that Larry Ellison’s Oracle was part of the consortium that purchased the U.S. operations of TikTok. Repeated complaints from the FCC about content at CBS have been heeded by the Ellison regime,” Kahn said, adding: “This is the reality of trying to do any business in the Trump administration: It’s about payoffs and proximity.”

Warner Bros. Discovery is cracking open the door to allow spurned bidder, Paramount Skydance, to make its case — but Warner’s board still maintains its preference for Netflix’s competing proposal.

Warner’s move to reopen talks comes after weeks of pressure from Paramount, which submitted an enhanced offer to buy Warner last week. Paramount’s willingness to increase its offer late in the auction attracted the attention of some Warner investors.

On Tuesday, Warner Bros. Discovery responded with a letter to Paramount Chairman David Ellison and others on Paramount’s board, giving the group seven days to “clarify your proposal.”

“We seek your best and final proposal,” Warner board members wrote. Warner set a Feb. 23 deadline for Paramount to comply.

The closely watched sale of the century-old Warner Bros., known for “Batman,” “The Big Bang Theory,” “Casablanca,” and HBO, the home of “Game of Thrones” and “Succession,” is expected to reshape Hollywood.

The flurry of activity comes as Warner Bros. Discovery and Netflix are seeking to enter the home stretch of the auction. Warner separately issued its proxy and set a special March 20 meeting of its shareholders to decide the company’s fate.

Warner Bros. Discovery is recommending that its stockholders approve the $82.7-billion Netflix deal.

“We continue to believe the Netflix merger is in the best interests of WBD shareholders due to the tremendous value it provides, our clear path to achieve regulatory approval and the transaction’s protections for shareholders against downside risk,” Warner Chairman Samuel A. Di Piazza, Jr., said in a Tuesday statement.

Still, the maneuver essentially reopens the talks.

Warner Bros. is creating an opportunity for Paramount to sway Warner board members, which could perhaps prompt Netflix to raise its $27.75 a share offer for Warner’s Burbank-based studios, vast library of programming, HBO and streaming service HBO Max.

Netflix is not interested in buying Warner Bros. Discovery’s basic cable channels, including CNN, TBS, HGTV and Animal Planet, which are set to be spun off to a stand-alone company later this year.

In contrast, Paramount wants to buy the entire company and has offered more than $30 a share.

Last week, Paramount sweetened its bid for Warner, adding a $2.8-billion “break fee” that Warner would have to pay Netflix if the company pulled the plug on that deal. Paramount also said it would pay Warner investors a “ticking fee” of 25 cents a share for every quarter after Jan. 1 that the deal does not close.

“While we have tried to be as constructive as possible in formulating these solutions, several of these items would benefit from collaborative discussion to finalize,” Paramount said last week as it angled for a chance to make its case. “We will work with you to refine these solutions to ensure they address any and all of your concerns.”

Netflix agreed to give Warner Bros. Discovery a temporary waiver from its merger agreement to allow Warner Bros. Discovery to reengage with Paramount, which lost the bidding war on Dec. 4.

“We granted WBD a narrow seven-day waiver of certain obligations under our merger agreement to allow them to engage with PSKY to fully and finally resolve this matter,” Netflix said Tuesday in a statement. “This does not change the fact that we have the only signed, board-recommended
agreement with WBD, and ours is the only certain path to delivering value to WBD’s stockholders.”

Netflix has matching rights for any improved Paramount offer. The company renewed its confidence in its deal and its prospect to win regulatory approval.

“PSKY has repeatedly mischaracterized the regulatory review process by suggesting its proposal will sail through, misleading WBD stockholders about the real risk of their regulatory challenges around the world,” Netflix said in its statement. “WBD stockholders should not be misled into thinking that PSKY has an easier or faster path to regulatory approval – it does not.”

Warner Bros. Discovery acknowledged that Paramount’s recent modification “addresses some of the concerns that WBD had identified several months ago,” according to the letter to Paramount.

But Warner Bros. Discovery added Paramount’s offer “still contains many of the unfavorable terms and conditions that were in the draft agreements … and twice unanimously rejected by our Board,” Warner Bros. Discovery said.

Warner’s board told Paramount it will “welcome the opportunity to engage” during the seven-day negotiation period.

Paramount has been pursuing the prized assets since last September.

“Every step of the way, we have provided PSKY with clear direction on the deficiencies in their offers and opportunities to address them,” Warner Chief Executive David Zaslav said in a statement. “We are engaging with PSKY now to determine whether they can deliver an actionable, binding proposal that provides superior value and certainty for WBD shareholders.”