Netflix Goes Nuclear With All-Cash Play for Warner Bros. Discovery and HBO Max to Thwart Paramount Skydance’s Rival Campaign

Netflix is pushing hard to lock in its deal for major Warner Bros. Discovery assets, and it just made a big change to do it. According to a joint announcement from Netflix and Warner Bros. Discovery, Netflix has switched its offer to an all-cash deal. The streamer will now pay $27.75 per share in cash to buy Warner Bros.’ movie and TV studios along with the HBO Max streaming service.

The companies said the updated agreement is meant to bring clarity and confidence to shareholders. The total value of the deal is now about $82.7 billion. When the agreement was first announced in December, it included both cash and Netflix stock. That structure raised concerns because the final value could shift if Netflix’s stock price dropped. By moving to all cash, Netflix removed that uncertainty.

This move also comes as pressure builds from a rival bidder. Paramount Skydance has been trying to take over Warner Bros. Discovery and has offered $30 per share in cash for the entire company. According to public filings and reports, the WBD board has already rejected eight separate offers from Paramount, but the company continues to push forward. Paramount recently filed a lawsuit seeking more financial information and has said it plans to nominate new board members to force a shareholder vote.

The Netflix deal is different from what Paramount wants. Netflix is not buying the whole company. Instead, Warner Bros. Discovery plans to split itself in two. The studios, games business, and HBO Max would go to Netflix. The remaining cable networks, including CNN, TNT, HGTV, and Discovery+, would be placed into a new company called Discovery Global.

As part of the revised agreement announced Tuesday, Netflix agreed that Discovery Global will take on $260 million less debt than originally planned. The companies said this change reflects stronger-than-expected performance from the cable networks. Details about the debt adjustment were included in documents filed with the Securities and Exchange Commission.

The timeline is also moving quickly. Warner Bros. Discovery confirmed in its SEC filing that it expects shareholders to vote on the deal by April 2026. If approved, the cable network spin-off would happen within six to nine months. The Netflix purchase would then close about 12 to 18 months after the original agreement was signed in December.

Warner Bros. Discovery CEO David Zaslav praised the new terms in a statement released with the announcement. Today’s revised merger agreement brings us even closer to combining two of the greatest storytelling companies in the world and with it even more people enjoying the entertainment they love to watch the most, he said.

Netflix leadership also framed the cash offer as a win for both investors and viewers. Co-CEO Ted Sarandos said, Our revised all-cash agreement will enable an expedited timeline to a stockholder vote and provide greater financial certainty at $27.75 per share in cash, plus the value from the planned separation of Discovery Global. He added that the deal would offer broader choice and greater value to audiences worldwide.

Netflix co-CEO Greg Peters pushed back against criticism that the deal could hurt competition. By amending our agreement today, we are underscoring what we have believed all along: not only does our transaction provide superior stockholder value, it is also fundamentally pro-consumer, pro-innovation, pro-creator and pro-growth, he said.

There are still risks. The deal must be approved by regulators in both the U.S. and Europe. Paramount has argued publicly that a Netflix takeover would face serious antitrust challenges. Netflix and Warner Bros. Discovery said they have already submitted filings to the Justice Department and the Federal Trade Commission.

If either side backs out, the penalties are steep. Warner Bros. Discovery would owe Netflix $2.8 billion if it walks away. If regulators block the deal, Netflix would owe WBD $5.8 billion. Sarandos has also said Warner Bros. movies will continue to receive a 45-day theatrical release window to ease concerns from theater owners.

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