Netflix Revises $72bn Warner Bros Deal With All-Cash Offer Amid Paramount–Skydance Battle

Netflix has revised its proposal to acquire key assets of Warner Bros. Discovery (WBD), switching to an all-cash structure for its $72 billion deal, according to a filing submitted to the US Securities and Exchange Commission (SEC) on Tuesday.

The updated proposal replaces Netflix’s earlier mixed consideration plan that included both cash and company stock. The move comes at a sensitive time for WBD, which is also facing an aggressive hostile takeover attempt from the David Ellison-led Paramount–Skydance consortium.

The revised bid was disclosed just ahead of Netflix’s quarterly earnings announcement, underscoring the strategic urgency of the transaction.

Netflix Moves to All-Cash Structure for WBD Assets

Under the new terms, Netflix has proposed paying $27.75 per Warner Bros. Discovery share entirely in cash to acquire HBO Max and the Warner Bros. film studio.

How the Revised Offer Differs From the Original Deal

The original agreement, reached in December, had offered WBD shareholders a mix of compensation:

• $23.25 in cash

• $4.50 in Netflix common stock

The revised proposal eliminates equity consideration altogether, potentially reducing valuation uncertainty for shareholders amid market volatility.

WBD Board Backs Netflix’s Revised Bid

According to the SEC filing, Warner Bros. Discovery’s board has unanimously approved Netflix’s updated all-cash offer, reinforcing its preference for the Netflix transaction over Paramount’s competing proposal.

Shareholder Vote and Discovery Global Spin-Off Plan

On Tuesday, Warner Bros. Discovery submitted a preliminary proxy statement to the SEC seeking shareholder approval for the Netflix transaction.

Discovery Global to Be Listed Separately

If the deal receives shareholder approval:

• WBD’s cable television assets will be separated into a new publicly listed company named Discovery Global

• Netflix will retain control of HBO Max and the Warner Bros. studio operations

Debt and Financial Outlook for Discovery Global

According to a Bloomberg report cited in the filing:

• Discovery Global is expected to carry around $17 billion in debt as of June 30, 2026

• That figure is projected to decline to $16.1 billion by the end of 2026

Netflix and Warner Bros. Discovery have also revised their agreement to reduce Discovery Global’s debt by $260 million from earlier estimates, reflecting stronger-than-expected cash generation in the prior year.

Discovery Global Financial Projections

Revenue and EBITDA Estimates

The SEC filing projects that the newly formed Discovery Global networks will:

• Generate $16.9 billion in revenue in 2026

• Deliver adjusted EBITDA of $5.4 billion

These projections are expected to be a key consideration for shareholders evaluating the spin-off and overall deal structure.

Timeline May Accelerate as Shareholder Vote Nears

US media reports suggest the revised deal structure could allow shareholders to vote earlier than initially anticipated, potentially moving the decision timeline forward from the previously expected spring or early summer window.

Regulatory Engagements Underway

Last month, Netflix co-CEOs Ted Sarandos and Greg Peters publicly expressed strong confidence in the transaction’s approval while speaking at a UBS conference.

Separately, executives from Netflix and Warner Bros. reportedly met European regulators last week to outline the strategic rationale and competitive benefits of the proposed merger.

Streaming Giant in the Making

Combined Subscriber Base Could Reach 450 Million

If completed, the transaction would merge two of the world’s largest streaming platforms, creating a combined service with approximately 450 million subscribers.

Stronger Competition Against Disney and Amazon

The expanded content library and scale would significantly strengthen Netflix’s competitive position against major rivals such as Walt Disney and Amazon, reshaping the global streaming landscape.

Paramount Escalates Hostile Takeover Effort

Despite board support for Netflix’s offer, Warner Bros. Discovery continues to face mounting pressure from Paramount.

Lawsuit Filed in Delaware Chancery Court

Last week, Paramount filed a lawsuit against Warner Bros. Discovery and CEO David Zaslav in the Delaware Chancery Court, seeking to compel disclosure of details related to WBD’s sale process and the pending $72 billion Netflix deal.

H3: Paramount Targets WBD Board Control

In a letter to WBD shareholders, Paramount CEO David Ellison said the company intends to nominate directors for election to the Warner Bros. Discovery board at its 2026 annual meeting.

WBD Board Rejects Paramount’s Claims

The WBD board has now twice urged shareholders to reject Paramount’s hostile bid, reiterating its preference for the Netflix transaction.

Paramount’s Bid Deemed Inferior

Paramount has argued that its offer is superior and that WBD’s sale process was unfairly biased. However, Warner Bros. Discovery has countered those claims, stating that Paramount:

• Failed to improve its proposal

• Did not address key shortcomings

• Filed a lawsuit that WBD described as “meritless”