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Netflix’s All-Cash Warner Bros. Offer: What Changed and What Happened Next

Netflix’s January 2026 all-cash revision kept its stated $27.75-per-share value, but Paramount later offered $31 per share for all of WBD. Netflix declined to match, and Paramount completed its acquisition in October 2026.
From TheFinanceBase Team2 min to read
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Netflix announced an all-cash revision to its proposed Warner Bros. deal on January 20, 2026, keeping the stated value at $27.75 per Warner Bros. Discovery (WBD) share while adding the value of Discovery Global after a planned separation. The change did not stop Paramount: its later proposal offered $31 per WBD share in cash for the entire company, Netflix declined to match, and Paramount completed its acquisition of WBD on October 6, 2026. The combined company is called Skydance.

What Netflix changed in its Warner Bros. proposal

On January 20, 2026, Netflix and WBD announced an amendment that made Netflix’s proposed transaction all cash. Netflix said the stated consideration remained $27.75 per WBD share, with stockholders also receiving the value of Discovery Global after its planned separation. WBD was to separate Warner Bros. and Discovery Global into two publicly traded companies before the proposed Netflix transaction closed. Netflix’s announcement described the revised structure.

So the change was to the form of consideration, not an increase to the stated per-share value. The proposal covered Warner Bros., rather than all of WBD; the additional Discovery Global value was tied to the planned separation.

How the Netflix and Paramount proposals differed

On February 26, 2026, WBD disclosed that its board had determined Paramount’s revised proposal to be a “Company Superior Proposal” under the Netflix merger agreement. Paramount’s proposal covered all of WBD and offered $31 per WBD share in cash. These were competing proposals at different dates and with different scope, not directly interchangeable prices for the same assets.

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Proposal, as disclosed Scope Consideration Deal terms disclosed
Netflix, January 20, 2026 Warner Bros.; WBD planned to separate Discovery Global before closing $27.75 per WBD share, plus the value of Discovery Global after separation, according to Netflix and WBD WBD’s announcement described the amended transaction structure. Netflix announcement
Paramount, February 26, 2026 All of WBD $31 per WBD share in cash, according to WBD WBD disclosed a four-business-day period for Netflix to propose changes, a $7 billion regulatory termination fee, and Paramount’s commitment to pay the $2.8 billion termination fee WBD would owe Netflix if WBD ended its agreement. WBD disclosure filed with the SEC

The amounts and protections above describe proposals made in January and February 2026. Neither was an open bid by October 6, when Paramount’s acquisition had been completed.

Why Netflix did not raise its offer

WBD’s announcement gave Netflix four business days to propose changes after the board’s determination. Netflix declined to match Paramount’s revised bid. In a February 26 statement, co-CEOs Ted Sarandos and Greg Peters said the price needed to match Paramount Skydance’s offer made the deal “no longer financially attractive,” and said Netflix was declining to match. Netflix’s statement attributed the decision to financial discipline rather than a change in its announced transaction structure.

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What happened to the deal

The bidding contest ended with Paramount’s acquisition of WBD, not Netflix’s proposed Warner Bros. transaction. The Associated Press reported that Paramount completed the acquisition on October 6, 2026, in an $81 billion takeover, and that the combined company is called Skydance. Associated Press report.

For shareholders following the sequence, the key distinction is that Netflix’s $27.75 figure belonged to its proposal for Warner Bros. with Discovery Global’s value handled through a planned separation, while Paramount’s $31 cash proposal was for all of WBD. Netflix’s all-cash amendment did not become the completed transaction.

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