Netflix has restructured its proposed acquisition of Warner Bros. Discovery’s studios and HBO Max business into a fully all-cash deal, a shift intended to blunt a competing takeover effort from Paramount Skydance.

On Tuesday, Netflix and Warner Bros. Discovery said they amended their definitive agreement so Netflix will pay $27.75 per share in cash, maintaining the transaction’s $82.7 billion enterprise value. The companies said the change simplifies the transaction structure, provides greater certainty of value for WBD stockholders and accelerates the path to a WBD stockholder vote.

The original deal, announced Dec. 5, was roughly 84% cash, leaving WBD shareholders exposed to fluctuations in Netflix’s share price. Under the revised terms, the companies said the all-cash structure enhances certainty around the value stockholders will receive at closing by eliminating market-based variability.

The amendment also speeds up the approval process. WBD shareholders are now expected to vote on the transaction by April 2026, and the company filed a preliminary proxy statement with the SEC on Tuesday to support the accelerated timeline.

Netflix further agreed to reduce by $260 million the amount of net debt assigned to Discovery Global, the cable-networks business that will be spun off before the Netflix transaction closes. Warner Bros. Discovery said the adjustment reflects stronger-than-expected 2025 cash flow performance at Discovery Global. The company now targets $17.0 billion of net debt for Discovery Global as of June 30, 2026, declining to $16.1 billion by the end of that year.

Netflix and WBD reiterated that the deal remains on track to close 12 to 18 months after the original Dec. 4, 2025 signing. The Discovery Global spinoff, which will include networks such as CNN, TNT, TBS, HGTV, Food Network, TNT Sports and Discovery+, is expected to be completed within six to nine months.

The amended all-cash transaction was unanimously approved by both boards and remains subject to regulatory approvals in the U.S. and Europe, as well as WBD shareholder approval. Netflix’s original financing package included $59 billion in debt commitments from Wells Fargo, BNP and HSBC.

The revised terms come as Paramount Skydance continues to campaign for its $30-per-share all-cash hostile bid, despite the WBD board rejecting eight prior offers. Paramount has argued its proposal would face less regulatory resistance and has sued to force additional disclosure around Netflix’s valuation of Discovery Global, while also launching a proxy fight.

In a Jan. 20 proxy filing, WBD said its board’s sum-of-the-parts analysis implied an equity value range for Discovery Global of $2.41 to $3.77 per share, while a transactions-based analysis suggested a range of $4.63 to $6.86 per share. Paramount has countered that Discovery Global has no standalone value, while acknowledging a theoretical M&A value of $0.50 per share.

Netflix and WBD said they have submitted Hart-Scott-Rodino filings and are engaging with competition authorities, including the U.S. Department of Justice and the European Commission.

WBD CEO David Zaslav said the revised agreement brings the companies even closer to combining two of the greatest storytelling companies in the world, with more people enjoying the entertainment they love most. Netflix co-CEO Ted Sarandos said the all-cash structure enables an expedited timeline to a stockholder vote and provides greater financial certainty at $27.75 per share in cash, along with the value created by the planned Discovery Global separation. Co-CEO Greg Peters added that the transaction reinforces Netflix’s long-held view that the deal delivers superior stockholder value while remaining pro-consumer, pro-innovation, pro-creator and pro-growth.

Under the agreement, Netflix would acquire the Warner Bros. film and television studios, HBO, HBO Max and the games division. The move to all cash removes concerns created when Netflix shares fell below the collar in the original deal.

Breakup fees remain unchanged: Warner Bros. Discovery would owe Netflix $2.8 billion if it exits the deal, while Netflix would pay $5.8 billion if regulators block the transaction.

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