Netflix's Warner Bros Acquisition Goes All-Cash: Inside the $82.7 Billion Streaming Megadeal

Netflix is amending its landmark $82.7 billion acquisition of Warner Bros.' film and streaming assets to an all-cash offer, according to reports emerging Wednesday, as the streaming giant seeks to provide shareholders with greater deal certainty while fending off a hostile $108 billion counterbid from Paramount Skydance.

The Deal Evolution

When Netflix and Warner Bros. Discovery first announced their definitive agreement on December 5, 2025, the transaction was structured as a mix of cash and stock. Under the original terms, each WBD shareholder would receive $23.25 in cash and $4.50 in shares of Netflix common stock for each share of WBD common stock outstanding at closing.

The amended offer maintains the same $27.75 per share valuation but converts the entire consideration to cash, eliminating the stock component that exposed WBD shareholders to potential Netflix share price volatility during the lengthy regulatory approval process.

Why the Shift Matters

The move to an all-cash structure represents a significant increase in deal certainty for Warner Bros. shareholders. With Netflix's stock having traded in a volatile range amid shifting market sentiment toward streaming valuations, the cash-only offer removes execution risk that might have made the Paramount Skydance bid more attractive to some investors.

"The all-cash amendment signals Netflix's determination to close this deal. They're willing to take on additional debt rather than risk losing the crown jewel of legacy Hollywood content."

— Media industry analyst

The Competing Bid

Netflix's revised offer comes as the company faces a hostile $108 billion takeover bid from Paramount Skydance, led by David Ellison. The higher headline number from the Ellison-led consortium has created uncertainty around whether Warner Bros. shareholders will ultimately support the Netflix deal.

However, analysts note that the Netflix offer provides greater execution certainty. The streaming giant secured $59 billion in financing from a consortium of banks under an effort nicknamed "Project Noble," demonstrating its financial capacity to complete the transaction.

What Netflix Gets

The acquisition would bring Netflix:

• Warner Bros.' legendary film and television studios
• The HBO and Max streaming platforms
• A deep library of content including Game of Thrones, Harry Potter, and DC Comics properties
• Theatrical distribution capabilities

The deal represents Netflix's transformation from a streaming-only platform into a fully integrated entertainment company with production, distribution, and theatrical capabilities.

Theater Industry Concerns

The proposed merger has sparked significant concern among theater owners and exhibition industry groups. Cinema United, one of the largest theater-owner trade associations, has described the acquisition as an "unprecedented threat" to the global exhibition business.

Critics worry that Netflix's streaming-first approach could accelerate the decline of theatrical releases. However, Netflix has included a $5.8 billion breakup fee in its proposal and has promised to maintain Warner Bros.' current operations, "including theatrical releases."

Timeline and Regulatory Path

The transaction is expected to close after the previously announced separation of WBD's Global Networks division, Discovery Global, into a new publicly-traded company. That spinoff is now expected to be completed in Q3 2026, with the Netflix acquisition closing shortly thereafter, pending regulatory approval.

The deal will face intense antitrust scrutiny given its scale and Netflix's already dominant market position. European and U.S. regulators are expected to examine whether the combined entity would have excessive control over streaming content and pricing.

Investment Implications

For investors, the all-cash amendment provides clarity on the value WBD shareholders will receive, eliminating the need to forecast Netflix's stock price at deal closing. Netflix shareholders, meanwhile, should prepare for increased leverage on the company's balance sheet as it funds the massive acquisition.

The deal, if completed, would fundamentally reshape the streaming landscape, creating a content powerhouse that combines Netflix's subscriber base and technology platform with Warner Bros.' production capabilities and IP library.