Netflix has amended its agreement with Warner Bros. Discovery, converting its bid for the company’s studio and streaming assets into an all-cash offer as the takeover battle around WBD escalates.
In a filing made Tuesday, Netflix said it will now pay $27.75 per share entirely in cash to acquire the Warner Bros. film studio and HBO Max. The revised structure replaces the mix of cash and stock the companies agreed to in December, which valued the transaction at roughly $72 billion in equity.
Over the past week, reports from CNBC and other outlets have pointed to growing pressure from Paramount and its Skydance-backed consortium, which is pursuing a hostile bid for all of Warner Bros. Discovery, including its cable networks such as CNN and TNT. By removing stock from the equation, Netflix is reducing volatility risk for shareholders and tightening the path to approval.
Warner Bros. Discovery’s board unanimously approved the amended Netflix offer, according to the filing, and once again recommended that shareholders reject Paramount’s proposal. The board has now taken that position twice as Paramount continues to push its bid through litigation and a proxy fight. Paramount has sued to obtain additional information related to WBD’s sale process and has notified shareholders of its intent to nominate directors at the company’s 2026 annual meeting.
The shift to an all-cash structure could also accelerate the shareholder timeline. Previously, a vote on the Netflix transaction was expected in the spring or early summer. With the revised terms in place, WBD filed a preliminary proxy statement Tuesday seeking shareholder approval, opening the door to a faster vote.
Under the terms of the deal, Warner Bros. Discovery would spin off its cable television networks into a separate, publicly traded company called Discovery Global. Netflix would acquire the Warner Bros. studio and HBO Max, while WBD shareholders would receive cash consideration plus shares in the spun-off cable entity.
Netflix is scheduled to report earnings after the bell, and we’ll all be watching closely for additional detail on financing, timing, and how aggressively the company plans to defend its deal as the contest for Warner Bros. Discovery intensifies.
