Netflix converts Warner Bros. offer to $82.7 billion all‑cash bid; board backs deal

Netflix has converted its takeover proposal for Warner Bros. Discovery’s studios and streaming business into an all‑cash transaction that values the assets at a headline enterprise value of $82.7 billion and pays $27.75 in cash per Warner Bros. share. Warner Bros. Discovery’s board unanimously backed the amended agreement and Netflix’s board approved the amendment, positioning the companies to move toward a shareholder vote on a simplified deal structure.

The revised consideration converts the earlier cash‑and‑stock offer — previously described as $23.25 in cash plus $4.50 in Netflix stock per share — into a straight cash payout while retaining the same per‑share headline figure. Under the transaction framework, Warner Bros. Discovery stockholders will still receive shares in a planned spin‑off called Discovery Global, which will hold certain television assets, including CNN, TNT Sports and the Discovery+ streaming service, and will be distributed to WBD shareholders as part of the separation process referenced in regulatory filings.

Netflix plans to fund the cash consideration with a mix of on‑hand cash, debt and committed financing, according to company filings. Earlier financing discussions referenced potential debt commitments from banks including Wells Fargo, HSBC and BNP Paribas, and Netflix has signaled it is working to finalize committed financing to provide greater certainty for the cash offer. Public summaries of the original structure placed the equity value of the assets at roughly $72.0 billion and highlighted about $59 billion of assumed debt under the earlier presentation.

The move comes amid a heated takeover battle. Paramount Skydance, led by David Ellison, has pursued a hostile all‑cash bid of $30 per share for the entire Warner Bros. Discovery company, a proposal WBD’s board rejected as inferior and materially more risky. The companies and analysts have compared the likely combined‑company debt under the competing proposals, with estimates clustering near $85 billion under the Netflix transaction and about $87 billion under Paramount’s structure. Paramount’s campaign included a reported $40 billion guarantee from Larry Ellison backing its bid and litigation seeking expedited disclosures and board nominations, though Delaware courts declined some of those accelerated relief requests.

Markets reacted cautiously to the amendment. Netflix shares rose about 0.7% to $88.62 in early trading on the day of the filing, reversing some of a roughly 15% decline since the December announcement of the original deal. Warner Bros. Discovery shares slipped approximately 0.7% on the news as investors weighed the competing offers and regulatory uncertainty.

The amended, all‑cash agreement is pitched by the companies as a way to simplify the transaction, reduce execution risk and speed the route to a shareholder vote. Key near‑term milestones include Netflix finalizing committed financing, Warner Bros. Discovery filing detailed disclosures about the Discovery Global spin‑off and separation, any further rulings in the Paramount litigation, and the scheduling and outcome of the WBD shareholder vote. Beyond the immediate contest, the transaction underscores a broader trend of consolidation in media and streaming, and highlights how large balance‑sheet transactions are reshaping industry competition while increasing reliance on sizable debt commitments.