Netflix is revising its $72 billion offer for Warner Bros. Discovery to make it an all-cash transaction.
Netflix initially put forth a cash and stock deal valued at $27.75 per Warner Bros. share, giving it a total enterprise value of $82.7 billion, including debt.
Netflix and Warner Bros. said Tuesday that the revised deal simplifies the transaction structure, provides more certainty of value for Warner Bros. stockholders and speeds up the path to a Warner Bros. shareholder vote.
The companies said that the all-cash transaction is still valued at $27.75 per Warner Bros. share. Warner Bros. stockholders will also receive the additional value of shares of Discovery Global following its separation from Warner Bros.
Both companies’ boards approved the amended all-cash deal.
Netflix’s stock rose 1.3% before the market open, while shares of Warner Bros. Discovery fell slightly.
Netflix has been in a tussle with Paramount Skydance for Warner Bros., with Paramount taking another step in its hostile takeover bid of Warner Bros. last week, saying that it would name its own slate of directors before the next shareholder meeting of the Hollywood studio.
Warner’s leadership has repeatedly rebuffed Skydance-owned Paramount’s overtures — and urged shareholders just weeks ago to back its the sale of its streaming and studio business to Netflix.
Warner Bros. Discovery said earlier this month that its board determined Paramount’s offer is not in the best interests of the company or its shareholders. It again recommended shareholders support the Netflix deal.
Late last month, Paramount announced an “irrevocable personal guarantee” from Oracle founder Larry Ellison — who is the father of Paramount CEO David Ellison — to back $40.4 billion in equity financing for the company’s offer. Paramount also increased its promised payout to shareholders to $5.8 billion if the deal is blocked by regulators, matching Netflix’s breakup fee.
SAG-AFTRA and the Writers’ Guild of America both released a statement, opposing the proposal. Karma Dickerson reports for the NBC4 News at 5 p.m. on Friday, Dec. 5, 2025.
In a letter to shareholders, Warner expressed concerns about a potential deal with Paramount. Warner said it essentially considers the offer a leveraged buyout, which includes a lot of debt, and also pointed to operating restrictions that it said were imposed by Paramount’s offer and could “hamper WBD’s ability to perform” throughout a transaction.
The battle for Warner and the value of each offer grows complicated because Netflix and Paramount want different things. Netflix’s proposed acquisition includes only Warner’s studio and streaming business, including its legacy TV and movie production arms and platforms like HBO Max. But Paramount wants the entire company — which, beyond studio and streaming, includes networks like CNN and Discovery.
If Netflix is successful, Warner’s news and cable operations would be spun off into their own company, under a previously-announced separation.
A merger with either company could take over a year to close — and will attract tremendous antitrust scrutiny along the way. Due to its size and potential impact, it will almost certainly trigger a review by the U.S. Justice Department, which could sue to block the transaction or request changes. Other countries and regulators overseas may also challenge the merger. And politics are expected to come into play under President Donald Trump, who has made unprecedented suggestions about his personal involvement on whether a deal will go through.
