The  Battle For  Warner Bros. And What It Means for the Independent Filmmaker

Issue #01 · January 2026 · Independent Filmmakers Academy

By Jack Polando, IFA Review

Editor’s Note

Netflix is currently set to buy Warner Bros.’ film and television studios as well as HBO and HBO Max for ~$82.7 billion enterprise value. Paramount Skydance has mounted a rival bid offering

~$108 billion for the studios, streamer AND the legacy cable channels, while also pushing shareholders and legal challenges. Warner’s board is partial to Netflix’s offer, however, it still requires shareholder and regulatory approvals including an inevitable antitrust case looming in the distance.

The IFA Take

From the moment Warner Bros. Discovery signaled openness to a transaction, the story ceased to be about a potential buyer, but rather a referendum on the future of filmed entertainment.

Legacy studios, burdened by debt and linear-TV decline, are valued less for artistic output and cultural impact and more for balance-sheet survivability and streaming leverage. What followed was not a clean auction, but a pressure campaign unfolding across boardrooms, regulators, and the press.

At the center sits Warner Bros. Discovery CEO David Zaslav, tasked with a fiduciary duty that is both narrow and unforgiving: under Delaware law (Warner Bros. Discovery is incorporated in Delaware), once a sale becomes inevitable, the board must pursue the path that maximizes shareholder value, not artistic legacy or institutional loyalty. This duty explains the board’s perceived openness to Netflix, whose balance sheet, global scale, and willingness to produce an all-cash offer reduce execution risk. However, Paramount Skydance has offered an even bigger cash sum, including the alleviation of the ever-burdensome and unprofitable cable channels. This is the area the Ellison’s hope to stir up legal trouble, as selling to Netflix would not be maximizing shareholder value. Regardless, the clear winner of this will be David Zaslav. Assuming the company is sold, he will receive a sizable “golden parachute.” Reports indicate a package with roughly $30 million in cash plus more than $537 million in equity-based compensation for around $567 million in total, potentially propelling him towards billionaire status.

The 6,000 lb elephant in the room is Paramount’s new owner David Ellison and his father Larry Ellison’s strong ties to the executive branch. Larry Ellison has been a major Republican donor for years and hosted a Trump fundraiser at his estate in 2020; the Ellison family is generally viewed as politically friendly with Trump’s circle. When David and Larry’s Skydance Media merged with Paramount Global, they received federal approval under Trump-appointed regulators; Trump publicly endorsed the transaction. Paramount Skydance continued to stay in good standing with the president as they settled his $16 million 60 Minutes lawsuit against the previous CBS regime. Additionally, Trump “personally pressed” Ellison and Paramount leadership to make another Rush Hour sequel and Paramount has since agreed to distribute Rush Hour 4. Because of Trump’s favor and power, some speculate he will have influence in blocking the Netflix acquisition, forcing Warner Bros. to settle for a Paramount merger that Trump’s circle will ultimately push through. At the end of the day this is all speculation, but regardless of who comes out on top, Warner Bros. will get their payday. This is in part to the

$5.8 billion breakup fee Netflix must pay WBD should the deal fall through due to regulatory issues or Netflix backing out. Conversely, WBD must pay a $2.8 billion fee if they accept a rival offer or back out at their own will.

Regulatory gravity looms large. Antitrust scrutiny by the DOJ and review by the FCC constrain every move, particularly given Netflix’s dominance in subscription streaming and Warner’s control of prized IP. Vertical integration, market foreclosure, and content consolidation are no longer academic concerns but live wires that could delay, condition, or derail any transaction. What this moment ultimately exposes is not villainy but a systemic truth: filmmaking is now negotiated at the intersection of capital efficiency, regulatory tolerance, and global scale. Craft still matters, but it no longer sits at the head of the table.

Industry Context

The attempted acquisition of Warner Bros. Discovery is best understood as a late-stage consequence of a decade-long structural shift in filmed entertainment. Traditional studios expanded aggressively into streaming to chase subscriber growth, often financing that expansion with debt while linear television revenues quietly eroded. By the early 2020s, the market stopped rewarding scale-for-scale’s-sake and began prioritizing profitability, free cash flow, and balance-sheet discipline.

This pivot reshaped the competitive landscape. Companies like Netflix, which built global distribution first and content second, emerged with cleaner financials and fewer legacy constraints. Meanwhile, conglomerates such as Warner Bros. Discovery inherited sprawling IP libraries alongside declining cable networks, exposing them to valuation pressure and activist scrutiny. The result has been a renewed wave of consolidation discussions not driven by creative ambition, but by survival economics.

Regulators now loom larger than in prior eras. Antitrust enforcement has tightened, particularly around vertical integration and content concentration, slowing deals and increasing execution risk. At the same time, boards of public companies face heightened shareholder litigation risk if they reject credible, value-maximizing offers.

In this environment, acquisitions are less about “owning Hollywood” and more about who can absorb volatility, withstand regulation, and monetize IP globally at scale. Warner’s situation reflects an industry no longer expanding, but reorganizing under financial gravity rather than creative idealism.

For the Independent Filmmaker

For independent filmmakers, consolidation around players like Warner Bros. Discovery and Netflix is a double-edged shift. On one hand, it does make traditional pathways harder: theatrical slates are shrinking, studios are buying fewer spec scripts, and risk tolerance for original, unproven voices is lower than it was a decade ago. Mid-budget films, the historical entry point for many directors, are the primary casualty. Getting a first feature theatrically released through a major studio will likely become rarer, not easier.

However, this does not mean filmmaking itself is collapsing. It means power is concentrating. Studios are becoming fewer, larger, and more conservative, while distribution outside the studio system is quietly expanding. Streamers, foreign buyers, niche distributors, and hybrid

self-distribution models are filling gaps the majors are abandoning. Festivals, micro-budgets, and filmmaker-owned IP are becoming more strategically important, not less.

What is changing is the career model. The old order of spec script, studio sale, to wide theatrical release is no longer the default. Filmmakers who can package projects, control costs, retain rights, and prove audience demand will find leverage. In an extreme scenario, studios don’t vanish, but they may become financiers and distributors of last resort, while independence becomes the proving ground. So yes, the gate is narrower, but the fence around the field is lower. The craft still matters. The strategy matters more.

So what if Warner Bros. Discovery was barred from merging by the FCC or antitrust authorities and forced to remain standalone? The immediate effect would be more deal-making pressure inside Warner itself. A solo Warner would still need content to feed HBO, HBO Max, and theatrical slates, and without a merger partner’s balance sheet, it would likely rely more on

co-productions, negative pickups, and independently financed films. That environment historically creates some openings for independents, especially producers who can deliver finished films or tightly packaged projects at controlled budgets.

But over time, the downside dominates. A standalone Warner remains heavily debt-burdened and exposed to declining linear revenue. That reality pushes the company toward cost-cutting, risk aversion, and franchise dependence, not creative expansion. Development slates shrink,