If Paramount can’t buy Warner Bros., it gets chopped up and sold in pieces
Twelve state AGs want to block the $110 billion Paramount deal. Fine. But Warner Bros. Discovery announced it was splitting in two back in June 2025, before anyone bid. Netflix wanted half. Comcast wanted the same half. Paramount is the only bidder who wanted all of it.
If the states kill the Paramount merger, Warner Bros. Discovery doesn’t go back to being an independent studio.
It goes back to the plan it already announced.
Warner decided to split before anyone made an offer
In June 2025, WBD said it would break itself into two companies. One for streaming and the studios. One for the linear cable networks.
The official reason was focus and “strategic flexibility.” The actual reason was debt, accumulated across two decades of mergers, acquisitions, and breakups that mostly didn’t work.
That announcement came before the bidding war. The split wasn’t a response to Paramount. It was the plan.
Then everyone showed up to buy half
Once WBD signaled it was willing to come apart, the offers arrived for the good half.
Netflix bid roughly $83 billion for the studios and streaming, HBO Max, the production arms, the library. The cable channels, CNN, TNT, Discovery, would have been spun into a separate company called Discovery Global.
Comcast bid too. Also only for studios and streaming.
Two of the three bidders wanted the same thing: the crown jewels, without the carcass.
Paramount was the only one who wanted all of it
David Ellison‘s bid was $31 per share, about $110 billion, for the entire company. Cable included.
Per the reporting on the deal terms: “Under Paramount’s proposal, there is no breakup.”
That’s the whole thing. Paramount is the only bidder in the process who looked at CNN and TNT and Discovery and said yes, those too.
Not out of sentiment. The Ellisons want scale, and scale means taking the ugly parts.
What happens if the states win
David Zaslav has already said it: WBD collects the $7 billion regulatory breakup fee Paramount agreed to pay, and “we get back to work.”
Get back to work doing what, exactly.
The split plan is still on the shelf. Netflix and Comcast are still standing there with checkbooks, both of them interested in exactly half. And Netflix already knows what the studios are worth to them, they walked at $83 billion and called it “no longer financially attractive” above that.
Block the whole-company sale and the half-company sale is what’s left.
The fair counterargument
Calling it scrap is doing some work, so here’s the other side.
Splitting a growing streaming business away from a dying cable business is a legitimate strategy, not a fire sale. Investors get to choose which one they want to own instead of holding both. That’s the entire pitch, and plenty of analysts think the parts are worth more than the whole.
Netflix’s $83 billion for studios and streaming isn’t scrap pricing either. That’s a premium for the best assets in the business.
And $7 billion is real money to walk away with.
But somebody’s holding CNN at the end
Here’s the part the split math doesn’t solve.
If the good half sells and the cable half spins off, Discovery Global exists as a standalone company built entirely from declining linear networks, and it inherits whatever debt gets assigned to it on the way out the door.
That company has no buyer. That’s why Netflix and Comcast didn’t bid on it.
The whole reason Paramount’s offer was worth $110 billion instead of $83 billion is that somebody finally agreed to take the part nobody else would touch.
Kill that deal and the part nobody wants is still there. It just doesn’t have anywhere to go.
Warner Bros. survived a funeral home company, AOL, and AT&T. The question was never whether it gets sold. It’s whether it gets sold in one piece.
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Article compiled and edited by Derek Gibbs (entertainment editor) and the Clownfish TV newsroom.
Hat Tips:
American Economic Liberties Project and 34th Street Magazine (March 2026), verified the structural history — Warner Bros. Discovery announcing in June 2025 that it would split into two companies, one focused on streaming and film and television production and the other on linear TV networks, with the stated rationale of focus and “strategic flexibility” and the assessment that the decision was likely driven by debt issues from ill-advised mergers, acquisitions and breakups since 2000; WBD receiving unsolicited bids for its various assets from Netflix, Paramount and Comcast after that decision; the Netflix plan under which studios and streaming would go to Netflix while cable networks spun into Discovery Global; the note that “under Paramount’s proposal, there is no breakup”; and David Zaslav’s statement that if the Paramount deal fails or is blocked, WBD would collect the $7 billion breakup fee and “we get back to work”
CNBC, Variety, and eMarketer (February 2026), verified the bidding war and terms — Paramount’s revised $31-per-share all-cash offer valuing WBD at roughly $110-111 billion for the entire company including cable networks, the WBD board deeming it a “Company Superior Proposal,” Netflix’s roughly $83 billion agreement for the studios and streaming assets only, Netflix declining to counter and calling the transaction “no longer financially attractive,” Ted Sarandos and Greg Peters describing the acquisition as a “nice to have” at the right price rather than a “must have” at any price, Paramount’s $7 billion regulatory termination fee, and its agreement to cover the $2.8 billion breakup fee owed to Netflix
Deadline, Variety, and Reuters (via Yahoo Finance) (2025-2026), verified the surrounding context — Comcast’s bid for Warner’s studio and streaming businesses only, Paramount’s hostile tender offer and Larry Ellison’s irrevocable personal guarantee backing $40.4 billion in equity financing, WBD’s characterization of Paramount’s offer as effectively a leveraged buyout carrying significant debt, and the twelve state attorneys general antitrust suit seeking to block the merger with a temporary restraining order hearing set for Friday