Netflix has converted its $72 billion offer for Warner Bros. Discovery into an all-cash deal, sharpening its battle with Paramount Skydance for control of the legendary studio.
At a Glance
- Netflix revised its offer to $72 billion in cash
- Warner Bros. shareholders still receive $27.75 per share plus Discovery Global stock
- Boards of both companies approved the new structure
- Why it matters: The move speeds up a shareholder vote and blocks Paramount’s hostile takeover
The streaming giant initially proposed a cash-and-stock package worth $27.75 per Warner Bros. share, carrying an enterprise value of $82.7 billion including debt. Tuesday’s switch to pure cash keeps the headline price unchanged while stripping away equity risk for Warner Bros. investors.
Netflix and Warner Bros. said the revision:
- Simplifies the transaction
- Provides more certainty of value
- Accelerates the path to a shareholder vote
Paramount’s Hostile Push
Paramount Skydance has refused to back down. Last week the rival bidder took another step in its hostile pursuit, vowing to nominate its own slate of directors before Warner’s next shareholder meeting.
Warner leadership has repeatedly rejected Paramount’s overtures and urged investors to support Netflix. Earlier this month the board declared Paramount’s offer “not in the best interests of the company or its shareholders.”
Paramount sweetened its bid late last month with:
- An irrevocable personal guarantee from Oracle founder Larry Ellison-father of Paramount CEO David Ellison-covering $40.4 billion in equity financing
- A $5.8 billion payout to shareholders if regulators kill the deal, matching Netflix’s breakup fee
What Each Suitor Wants
The fight grows complex because Netflix and Paramount seek different assets:
| Bidder | Assets Sought | Post-Deal Structure |
|---|---|---|
| Netflix | Studio + streaming only (HBO Max, TV/film production) | News & cable networks spun off |
| Paramount | Entire company-including CNN, Discovery, all networks | No spin-off planned |
In a letter to shareholders, Warner blasted Paramount’s proposal as “essentially a leveraged buyout” loaded with debt and operating restrictions that could “hamper WBD’s ability to perform” during regulatory review.
Union Opposition
SAG-AFTRA and the Writers Guild of America both issued statements opposing the Paramount deal, though the unions did not object to Netflix’s offer.
Regulatory Hurdles Ahead
Either transaction would:
- Take more than a year to close
- Face intense antitrust scrutiny
- Trigger a Justice Department review that could end in a lawsuit or mandated changes
- Invite challenges from overseas regulators
Politics may also play a role. President Donald Trump has made unprecedented public remarks about potential personal involvement in deciding whether a deal proceeds.
Market Reaction
Netflix shares rose 1.3% in pre-market trading after the cash-deal announcement. Warner Bros. Discovery stock slipped slightly.
The revised pact sets the stage for a shareholder vote that could reshape Hollywood’s landscape-either by handing Warner’s prized studio and streaming assets to Netflix or forcing the company to fend off Paramount’s aggressive bid for the entire conglomerate.
