Netflix Converts Warner Bros. Deal To All-Cash To Shut the Door On Paramount

Netflix today announced that it is updating the terms of its Warner Bros. asset purchase to an all-cash deal. It’s a decision likely made more about strategic defense than financial engineering.

Today’s news came amid ongoing and unceasing attempts by Paramount Skydance to hijack the deal. Netflix’s revised structure appears designed to lock in certainty, compress timelines, and reduce the surface area for interference.

The amended agreement converts Netflix’s pending acquisition of Warner Bros.’s assets into a $27.75-per-share all-cash transaction. The previously agreed pricing won’t change, but how it’s paid will.

By eliminating stock-based components and their related market volatility, the new structure “provides enhanced certainty around the value WBD stockholders will receive at closing,” according to Netflix’s release, while also accelerating the schedule for a shareholder vote now expected by April 2026. Warner Bros. Discovery has already filed its preliminary proxy statement with the SEC to support the updated timeline.

That speed is proving increasingly important as Paramount Skydance boss David Ellison refuses to give up in his attempt to use his dad’s money to build a media empire. Despite being told no time and again, Ellison has submitted improved bids, secured more promising financing, attempted to set up legal roadblocks, and reportedly traveled to Europe to woo regulators there.

An all-cash offer, backed by Netflix’s balance sheet and committed financing, makes the streamer’s case even stronger.

According to current WBD president David Zaslav:

Today’s revised merger agreement brings us even closer to combining two of the greatest storytelling companies in the world and with it even more people enjoying the entertainment they love to watch the most.

Netflix co-CEO Ted Sarandos added:

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. Our revised all-cash agreement will enable an expedited timeline to a stockholder vote and provide greater financial certainty…

Aside from how Netflix plans to pay, no other changes to the deal were announced today. The release confirms previously announced plans to split Warner Bros. and Discovery and for Netflix to acquire only WB’s studios and streaming assets, not its linear TV business.