By Joe Flint

The chairman of the Senate's antitrust subcommittee is raising concerns over Netflix's proposed acquisition of the Warner Bros. movie-and-television studios and HBO Max streaming service.

In a letter to Netflix and Warner Discovery leaders, Sen. Mike Lee (R., Utah) said the deal "appears likely to raise serious antitrust issues, including the risk of substantially lessening competition in streaming markets." Lee's letter was sent to Netflix Co-Chief Executives Ted Sarandos and Greg Peters and Warner Discovery Chief Executive David Zaslav last week.

The senator said the deal "raises concerns about potential abuse of the merger review process," particularly if an acquirer obtains "competitively sensitive information under the guise of due diligence." Lee chairs the subcommittee on antitrust, competition policy and consumer rights under the Senate Judiciary Committee.

A subcommittee hearing on the Warner-Netflix deal is scheduled for Feb. 3. The Justice Department is responsible for reviewing Netflix's deal to acquire the Warner studio and streaming assets. Netflix has agreed to pay $27.75 per share in cash in a deal totaling $72 billion.

Lee's letter said he was concerned that the Warner-Netflix deal "could operate as a so-called `killer non-acquisition,' effectively weakening a major competitor through the pendency of the merger review process." The letter didn't mention Netflix's rival Paramount, which is seeking to thwart the proposed merger and buy Warner Discovery itself.

The Justice Department is also reviewing Paramount's rival hostile bid for all of Warner Discovery including its cable networks unit that houses CNN, TNT, Food Network and other channels. Paramount's all-cash bid is worth $77.9 billion.

Paramount has made a tender offer to Warner shareholders and last week extended its deadline to Feb. 20. The Warner board has encouraged shareholders to reject Paramount's offer.

As Paramount pushes its rival offer to Warner shareholders, it is arguing that the combination of Netflix and HBO Max will raise anticompetitive issues both in the U.S. and overseas.

Warner and Netflix have said they expect regulatory approval for the deal.

A Warner spokesman said in response to Lee's letter that the company is "complying with all relevant laws in its dealings with Netflix."

Netflix declined to comment.

Even before a Warner-Netflix proposed deal was announced, Lee had been publicly questioning the legality of the combination. He posted on X before the deal that the tie-up "would mean the end of the Golden Age of streaming for content creators and consumers."

Write to Joe Flint at Joe.Flint@wsj.com

(END) Dow Jones Newswires

January 26, 2026 17:02 ET (22:02 GMT)

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