Warner Bros. Discovery (WBD +1.46%) shareholders will soon cast their votes on the Paramount Skydance (PSKY +1.87%) acquisition. The special meeting is scheduled for Thursday, April 23, next week. With unanimous support from the board of directors, the Hollywood mega-merger will probably get the green light.
But that's not the whole story. Roughly speaking, that's step nine of approximately 47.
NASDAQ: WBD
Key Data Points
Don't expect fireworks from U.S. regulators
In the U.S., regulatory approval looks like a layup. The current administration isn't exactly itching to block media mergers, and the Ellison family at the top of Paramount Skydance has many friends in high places. Domestic opposition seems unlikely.
The deal doesn't live or die in Washington, though. Many of the details will be hammered out in London and Brussels -- and the whole transaction could fall apart in the halls of European bureaucracy.
In the United Kingdom, the Competition and Markets Authority (CMA) is already sharpening its pencils. The competition watchdog is seeking public comments, which is British regulatory speak for "We're about to get very interested in this."
They have reason to be. The combined Paramount/Warner would own the HBO brand, Paramount+, Channel 5, Eurosport, MTV, Nickelodeon, and both major studios' theatrical distribution arms. That's a huge slice of the media market on one plate.
The European Commission will run a parallel review. Expect similar concerns about streaming concentration, content licensing, and whether European consumers will end up with fewer choices. The British antitrust body has historically been stricter than its EU counterpart, though.
Image source: The Motley Fool.
Microsoft and Disney walked this rough road before
History suggests that the deal will pass, but probably not in its current form. It's easy to find recent examples of this.
Microsoft (MSFT 1.13%) had to hand Ubisoft (UBSFY +1.75%) its cloud gaming rights for 15 years to push its $69 billion Activision buyout through the CMA in 2023.
Four years earlier, Walt Disney (DIS 0.16%) had to sell off Fox's regional sports networks before closing that $71 billion takeover.
In other words, media mega-mergers usually don't get blocked; they get carved up.
The concession menu
So what might overseas regulators demand here? Possibilities include:
- Selling off the Paramount+ or Max streaming services in specific European markets.
- Divesting Paramount's Channel 5 or other linear TV assets in the U.K.
- Licensing commitments that give competitors access to the merged giant's massive content library.
Any of these modifications would change the math on synergies and strategic value. If the regulatory requirements are too strict, Oracle founder Larry Ellison might withdraw his financing support.
Then there's the calendar. These reviews take 12 to 18 months, minimum. The Activision reviews stretched across 21 months. In the Fox merger, the regulatory approvals took 14 months. If the Warner Bros. process drags into the 2028 elections and beyond, a new U.S. administration could take a harder look at a media empire with "Ellison" on the letterhead. Even the upcoming midterm elections could shake things up this fall.
These are not firm predictions, but variables worth tracking.
Image source: Netflix.
Could Netflix pick up the scraps?
One more thing: Forced divestitures would mean that someone has to buy the castoffs. Could a competitor like Netflix (NFLX 0.04%) end up owning pieces of WBD's European operations because regulators demanded a sale? Stranger things have happened, you know.
(Sorry. Couldn't help myself.)
So the shareholder vote almost doesn't matter, and the domestic review should be easy. The real story unfolds over the next year-plus as international regulators pick through the deal.
Warner Bros. shareholders should settle in and pay close attention to the concessions. That's where the actual value of this merger will be decided. If the deal dies, it'll likely be because European concessions made the buyout unattractive to Paramount CEO David Ellison and his deep-pocketed family.
