Netflix amends Warner Bros. Discovery offer to all cash

Netflix has adjusted its offer for Warner Bros. Discovery’s studio and streaming assets to an all-cash bid, according to an SEC filing Tuesday.

Netflix now plans to pay $27.75 per WBD share entirely in cash to acquire WBD’s streaming platform HBO Max and the Warner Bros. film studio. The two companies initially reached a deal in December, composed of a combination of cash and stock at an equity value of $72 billion.

“The WBD Board continues to support and unanimously recommend our transaction, and we are confident that it will deliver the best outcome for stockholders, consumers, creators and the broader entertainment community,” said Ted Sarandos, co-CEO of Netflix, said in a release on Tuesday.

“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,” Sarandos said in the release.

CNBC’s David Faber and other media outlets reported last week that Netflix was likely to make the adjustment as Paramount Skydance continues to build up pressure in its hostile takeover attempt for the entirety of WBD, which also includes cable TV networks such as CNN and TNT.

With the offer amendment, the timeline for shareholder approval could shift to as early as late February or early March, Faber reported last week, citing sources familiar with the matter. Previously, shareholders were expected to vote on the deal in the spring or early summer.

WBD’s board unanimously accepted the amended Netflix offer, according to Tuesday’s filing. The board has twice recommended that shareholders reject Paramount’s hostile bid in favor of the Netflix transaction.

Paramount recently sued for information in its hostile pursuit of WBD and has also launched a proxy fight, informing WBD shareholders that it intends to nominate directors for election to the Warner Bros. Discovery board at the company’s annual 2026 meeting.

On Tuesday WBD also filed a preliminary proxy statement seeking shareholder approval for its deal with Netflix. If the deal were to be approved, WBD’s cable TV networks would be spun off into a new, publicly traded entity known as Discovery Global.

If the deal were to be approved, the separation is expected to be completed in six to nine months, prior to the closing of the transaction between Netflix and WBD.

Netflix reports earnings after the bell Tuesday, and investors will be looking for further updates on the sale process.