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OAN Commentary by: Adonis Hoffman
Friday, February 27, 2026
Americans rarely get a glimpse into the bare-knuckle, high-stakes world of corporate warfare. But we have been treated to a textbook tutorial in the now all-but-settled contest for the control of Warner Bros, courtesy of Paramount.
Ever since the contest for control of Warner Bros Discovery was announced last year, it has become a present story in America’s news cycle. In a matter of months, the proposed merger has been the subject of Congressional hearings, late-night comedy, countless YouTube videos, financial analyst reports, stock swings, Presidential tweets, and countless social commentaries.
Hostile takeovers, as we have come to know them, are things law school students read about from 20th century case-studies, not modern-day moves played out in real time before our very eyes. And yet, that is what we have been witnessing ever since Paramount made its public, unsolicited offer to buy Warner Bros on December 8, 2025.
While most of the early reports had Netflix winning a slam-dunk contest to own and control Warner Bros, the media cognoscenti were betting on Paramount all along. Although the merger has to wind its way through the regulatory gauntlet both in the U.S. and Europe, the battle is all but over, and the deal is all but done. For those who care about the business of media and its influence on global culture, there are several lessons to be learned.
Washington Realpolitik
Success in a deal of this magnitude is rarely about who has the best spreadsheet. More likely, it is about who understands Washington realpolitik. Paramount realized early on that while New York counts the money, D.C. still has something to say about market impact. While competitors like Netflix chose to whisper in the shadows, Paramount shouted into the wind.
On February 26, Netflix found out the hard when it was forced to walk away from the bidding war. The streaming giant finally admitted that matching Paramount’s sweetened $31 per share all-cash offer was no longer financially attractive. It was a stunning reversal for a company that had previously secured a signed agreement and seemed destined for the winner’s circle.
Silicon Valley vs. The Studio Lot
At its core, this was a war between two different philosophies of storytelling. Netflix represents the Silicon Valley ideal: a world of algorithms, churn rates, and content that exists to feed a global platform. To the tech bros, Warner Bros is a library of assets to be optimized. They looked at HBO and the DC Universe and saw raw materials for an ever-expanding digital ecosystem.
But Paramount and the Ellison family understood something the engineers in Los Gatos overlooked. Hollywood is a town built on relationships, legacy, and a certain kind of old-world prestige. While Netflix offered a future defined by the paywall, Paramount promised to preserve the century-old traditions of the theatrical tentpole.
Legacy is not a liability. It is a strategic asset. By positioning themselves as the stewards of the Warner lot and the theatrical experience, Paramount won the hearts and minds of a creative community that felt Silicon Valley’s takeover would be disastrous for cinema.
The tech bros brought their spreadsheets to a fight that required a soul. They underestimated the power of the Hollywood establishment’s desire to remain, well, Hollywood. And that alone, perhaps more than any other element, resonates with President Trump who has the final vote on this deal.
Fortune Favors the Bold
Paramount was bold from the outset. While others played defense, David Ellison and his backers at Skydance went on a relentless offense. They did not just participate in the narrative; they authored it. By raising their bid to $110.9 billion, they forced the Warner Bros. Discovery board to declare their proposal “superior” to the Netflix deal.
Paramount did not wait for the media or the markets to define the “synergy” of this deal. They moved early to frame this as a necessary consolidation for American media to remain competitive against global tech giants. By defining the mission as a preservation of American cultural influence, they gave policymakers a patriotic hook to hang their hats on. They came to be seen more as a builder than a liquidator.
The Referees Matter
The Paramount victory proves that it is impossible to win if you do not know the people wearing the stripes. Having a skilled former regulator who understands the policy and political pressure points like Makan Delrahim leading the way can mean the difference between success and failure.
Paramount played the regulatory game like a grandmaster. On February 19, 2026, they cleared a major hurdle when the statutory waiting period under the Hart-Scott-Rodino Act expired. This move essentially signaled to investors and the market that there was no immediate statutory impediment in the U.S. to closing the deal. While Netflix tried to downplay the milestone, the market saw it for what it was: a clear path through the regulatory thicket.
The Urgency of Now
With a $45.7 billion equity commitment from the Ellison Trust and $57.5 billion in debt financing from heavyweights like Bank of America and Citi, Paramount did not just offer more money; they offered more certainty. It helps to have a huge war chest.
Paramount utilized legal, financial, and PR levers simultaneously to create a sense of inevitability. They did not just talk to the board; they spoke to the Street, the regulators, and the employees. They used every lever to create a pincer movement that left Netflix with no room to maneuver. Its strategy of including a “ticking fee” was a masterstroke. It sent a signal to Warner shareholders that Paramount was willing to bet on its own ability to clear the regulatory gauntlet.
No Pyrrhic Victory
A victory that leaves you too weak to fight the next battle is not a victory at all. Paramount’s approach focused on the urgency of now without sacrificing the stability of the day after, recognizing that there is no point in winning the company if you destroy its value in the process. Paramount avoided the trap of an over-pay that would have crippled the combined entity with unserviceable debt. By securing massive equity commitments, they ensured the new company would have the liquidity to actually compete on day one.
They also knew exactly where the competition was weakest. They attacked the vulnerabilities of Netflix, specifically its lack of linear experience and its focus on a single revenue stream. By highlighting the value of a diversified portfolio, including news, sports, and theatrical releases, Paramount made the Netflix bid appear one-dimensional.
Paramount did not just offer a better price; they offered a more comprehensive vision of what a modern media titan should look like in a post-streaming-wars world.
The Method of the Moment
While this may not be the paradigm for the future, it is the method of the moment to get deals done in today’s Washington environment.
The Executive Branch views corporate size not as an inherent evil, but as a strategic asset for “America First” global dominance. The Trump administration has rejected any rigid, anti-business ideology, favoring consolidation if it strengthens the domestic economy against foreign tech giants. Rightfully or not, Netflix has been cast as such.
Paramount understood that to win, they needed to show how their merger would preserve American cultural gatekeepers like CNN and HBO, rather than disrupting them. Their success required more than just capital; it required a deep alignment with the political priorities of the day.
The lesson for American media is clear. Being the biggest or the richest is not enough. Being pro-growth and strategically aligned matters more. This victory marks a shift in the corporate playbook where the boardroom and the West Wing are closer than perhaps any time in modern history. Understanding the new rules of engagement is essential for the next round of corporate warfare.
In the End
Stripped of the regulatory rigmarole, the quest to acquire Warner Bros was a collision between the tech elite and the old guard of Hollywood. Netflix operated with the cold efficiency of a tech disruptor. For them, Warner Bros was always a nice to have asset at the right price rather than a must have piece of the puzzle. They treated the company as a collection of disposable intellectual property units.
Paramount took the opposite view.
As a legacy studio, they approached the deal with the mindset of a curator. They understood that saving Warner Bros meant saving the entire institution. This includes the messy, complicated, and politically charged broadcast networks that tech companies were more than happy to cast aside. What they do with these properties remain to be seen, but for now at least, the corporate owners of CNN and HBO are foreseeable. By embracing the full complexity of these assets, Paramount signaled that they were not just buying content. They were buying the right to steward a pillar of American culture.
And for President Trump, Paramount, and the market, that distinction has made all the difference in the world.
(Views expressed by guest commentators may not reflect the views of OAN or its affiliates.)
Adonis Hoffman is a lawyer, analyst, and independent counsel who served in senior roles at the FCC and in the U.S. House of Representatives
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