Netflix Revises $72bn Offier for Warner Bros Amid Paramount’s Hostile Bid

Netflix has revised its proposal for Warner Bros. Discovery’s studio and streaming assets, according to a filing with the US market regulator, the SEC, on Tuesday. It is now opting for an all-cash offer for the $72 billion deal, compared with the earlier structure that included both cash and Netflix common stock.

The revised offer comes ahead of Netflix’s quarterly earnings results and amid its battle with the David Ellison-led Paramount–Skydance consortium, which is pursuing a hostile takeover of WBD.

Under the updated terms, Netflix would pay $27.75 per WBD share entirely in cash to acquire HBO Max and the Warner Bros. film studio. The original agreement reached in December included $23.25 in cash and $4.50 in Netflix common stock for each WBD share outstanding after the deal’s completion. The filing also stated that WBD’s board has unanimously approved Netflix’s revised offer.

On Tuesday, WBD submitted a preliminary proxy statement to the SEC seeking shareholder approval for the Netflix deal. If approved, WBD’s cable television assets would be separated into a new publicly listed company named Discovery Global.

Under the proposed spin-off, Discovery Global would carry about $17 billion in debt as of June 30, 2026, which is expected to decline to $16.1 billion by the end of that year, according to a Bloomberg report. Warner Bros. Discovery and Netflix have also revised their agreement to lower Discovery Global’s debt by $260 million from earlier projections, reflecting stronger-than-anticipated cash generation in the previous year.

According to the filing, the newly formed Discovery Global networks are projected to generate $16.9 billion in revenue in 2026, with adjusted earnings before interest, taxes, depreciation and amortisation (EBITDA) estimated at $5.4 billion.

US media reports suggest that the amended structure could allow shareholders to bring forward their vote on the transaction, which had earlier been expected in the spring or early summer.

Last month, Netflix co-CEOs Ted Sarandos and Greg Peters expressed strong confidence in the deal’s approval while speaking at a UBS conference. Executives from Netflix and Warner Bros. also met European regulators last week to outline the strategic benefits of the transaction, according to reports.

If completed, the merger would combine two of the world’s largest streaming platforms, creating a service with roughly 450 million subscribers and significantly expanding Netflix’s content library to compete more effectively with rivals such as Walt Disney and Amazon.

The WBD board has twice recommended that shareholders reject Paramount’s hostile bid in favour of the Netflix transaction.

However, the deal still faces an intense hostile takeover attempt by Paramount. Last week, Paramount sued Warner Bros. Discovery and its CEO David Zaslav in the Delaware Chancery Court, seeking to compel the company to disclose details about its sale process and the pending $72 billion deal with Netflix.

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

The move comes days after WBD’s board again urged shareholders to reject Paramount’s revised offer made in late December. Paramount has repeatedly argued that its bid is superior to the Netflix deal and that the sale process was unfairly biased.

WBD has pushed back, saying Paramount failed to improve its offer or address its shortcomings and described the lawsuit as meritless.