Do these 3 things before closing this tab:
1Clear out junk files and repair common Windows errors2Scan for outdated or missing drivers - takes under a minute3Repair Windows errors before they cause bigger problemsNetflix did not buy Warner Bros. Discovery. Netflix announced an agreement in December 2025 to acquire Warner Bros.’ film and television studios, HBO and HBO Max, but Warner Bros. Discovery terminated that agreement on February 27, 2026, after Paramount Skydance submitted a superior proposal. Paramount’s separate acquisition of WBD remained legally delayed and had not closed as of August 18, 2026.
What Netflix originally agreed to buy
Netflix’s December 2025 agreement was narrower than a purchase of all Warner Bros. Discovery (WBD). It covered Warner Bros.’ film studios, television studios, HBO, HBO Max and related studio and streaming assets. WBD planned to separate its Global Networks business—including major cable brands—into a new public company called Discovery Global before the transaction closed. The proposed structure is described in Netflix’s announcement and its investor-relations release.
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The original consideration was $23.25 in cash plus $4.50 in Netflix stock for each WBD share, an implied $27.75 per share. Netflix described the transaction as approximately $82.7 billion in total enterprise value and $72 billion in equity value. In January 2026, the companies amended the agreement to make it all cash, as announced by Netflix and WBD.
Why Netflix wanted the assets
Netflix said the combination would add globally recognized franchises, HBO programming, production capacity and Warner Bros.’ established studio infrastructure to Netflix’s worldwide distribution network. The company presented those benefits as a way to expand consumer choice and investment in production. They were strategic projections, not guaranteed results, and the transaction never closed.
How Paramount Skydance changed the contest
Paramount Skydance ultimately pursued WBD as a whole rather than buying only the studio and streaming businesses after a separation. Its revised proposal offered $31 per WBD share in cash and was described by Paramount as worth about $110 billion including assumed debt. The proposal also addressed the economics of breaking the Netflix agreement.
| Term | Netflix proposal | Paramount Skydance proposal |
|---|---|---|
| Assets targeted | Warner Bros. studios, HBO and HBO Max after Discovery Global separation | WBD as an entire company |
| Headline consideration | Originally $23.25 cash plus $4.50 in Netflix shares per WBD share | $31 cash per WBD share |
| Headline valuation | About $82.7 billion enterprise value; $72 billion equity value | About $110 billion including assumed debt, according to Paramount |
| Breakup economics | WBD owed a $2.8 billion termination fee if the agreement ended under specified conditions | Paramount agreed to fund the $2.8 billion payment to Netflix |
| Delay provision | Not applicable after termination | $0.25 per WBD share per quarter, measured daily, if closing occurred after September 30, 2026 |
The valuations cannot be compared as if they were the same price tag: Netflix’s figure applied to a carved-out group of assets, while Paramount’s included the full WBD capital structure and assumed debt. Paramount’s announced terms are available in its transaction release.
Why the Netflix agreement ended
- Netflix and WBD announced their transaction in December 2025.
- The agreement became all cash in January 2026.
- Paramount increased its competing offer to $31 per WBD share and presented terms intended to cover the Netflix termination fee and address regulatory concerns.
- On February 26, WBD told Netflix that Paramount’s revised proposal qualified as a superior proposal under the merger agreement.
- Netflix declined to increase its bid.
- On February 27, WBD terminated the Netflix agreement and signed a new merger agreement with Paramount Skydance, as documented in WBD’s board announcement and its SEC filing.
Paramount agreed to pay Netflix the $2.8 billion termination fee required under the abandoned deal, according to a subsequent WBD filing.
Was Netflix rejected by regulators?
No final government decision blocked Netflix’s proposal. The companies had filed Hart-Scott-Rodino materials and were engaging with competition authorities, but the agreement ended because WBD accepted Paramount’s superior offer and Netflix did not match it. Netflix characterized its proposed combination as largely vertical and argued that it had a clear regulatory path; Paramount argued that combining two traditional media companies posed fewer competitive concerns. Those were positions in the bidding contest, not a ruling on the merits.
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It is therefore inaccurate to say regulators rejected Netflix’s acquisition. Regulatory risk influenced the competing offers, but WBD’s board decision and Netflix’s choice not to revise its bid were the immediate causes of termination.
What happened to the Paramount-WBD transaction
The live transaction is Paramount’s proposed acquisition of WBD, not Netflix’s former agreement. The major milestones were:
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| Date | Event |
|---|---|
| December 2025 | Netflix and WBD announce the studio, HBO and HBO Max transaction. |
| January 19, 2026 | The Netflix agreement is amended to all cash. |
| February 27, 2026 | WBD terminates Netflix’s agreement and signs with Paramount Skydance. |
| April 23, 2026 | WBD shareholders approve the Paramount agreement, as reported in WBD’s quarterly filing. |
| June 12, 2026 | The U.S. Justice Department says its Antitrust Division has closed its investigation, in this statement. |
| July 2026 | The European Commission clears the transaction with conditions reported by Paramount. |
| August 6, 2026 | The U.K. Competition and Markets Authority approves the transaction. |
| August 18, 2026 | State-led litigation has paused or delayed closing, and the merger remains incomplete. |
Paramount reported the European approval in its investor release and the U.K. decision in its CMA release. Separate lawsuits by state attorneys general led a federal judge to pause the closing. Paramount and WBD agreed to delay the transaction while the litigation proceeds, according to court-pause reporting and delay reporting.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What the abandoned deal means for viewers
Netflix subscribers
There was no completed acquisition, so HBO Max, Warner Bros. libraries and DC properties did not automatically move to Netflix. Any future Warner Bros. availability on Netflix would come through separate licensing agreements or a later transaction.
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Max and HBO viewers
Max’s ownership and catalog should not be inferred from the former Netflix agreement. The service remains separate while WBD’s corporate future is contested and the Paramount transaction remains pending.
Film releases and licensing partners
Individual movies and series can continue under existing licensing contracts. A corporate bid does not itself change theatrical release schedules, windows or third-party licensing rights.
What investors should watch
- Netflix avoided paying the higher price needed to match Paramount’s revised offer but received the $2.8 billion termination payment.
- WBD shareholders received a higher competing cash proposal, while Paramount’s transaction still faced court and closing risks.
- The $0.25-per-share quarterly ticking fee could increase the amount payable to WBD shareholders if closing occurs after September 30, 2026.
- Neither the $82.7 billion Netflix enterprise value nor Paramount’s approximately $110 billion figure is a guaranteed completed purchase price.
These are announced transaction terms, not investment advice or a prediction that the Paramount merger will close.
Bottom line
The phrase “Netflix to buy Warner Bros. Discovery” is historical shorthand for a December 2025 announcement, not the current status. Netflix’s agreement was terminated on February 27, 2026. Paramount Skydance became the proposed buyer, but its broader WBD acquisition was still delayed by litigation as of August 18, 2026.
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