Netflix agreed to pay all cash for Warner Bros. Discovery, amending its $72 billion deal in an attempt to fight off Paramount's hostile takeover bid.

Netflix originally agreed to buy the company with a mix of cash and stock. To sweeten the offer for shareholders, Netflix and Warner Bros. today announced that Netflix will pay all cash instead. If successful, Netflix's purchase will include HBO Max, WB Studios, and other assets.

The price is unchanged at $27.75 per share, and Warner Bros. is targeting an April 2026 shareholder vote. The original plan was for Netflix to buy each Warner Bros. share with $23.25 in cash and $4.50 in Netflix stock.

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© Getty Images | Kenneth Cheung

Paramount Skydance escalated its hostile takeover bid of Warner Bros. Discovery (WBD) today by filing a lawsuit in Delaware Chancery Court against WBD, declaring its intention to fight Netflix’s acquisition.

In December, WBD agreed to sell its streaming and movie businesses to Netflix for $82.7 billion. The deal would see WBD’s Global Networks division, composed of WBD's legacy cable networks, spun out into a separate company called Discovery Global. But in December, Paramount submitted a hostile takeover bid and amended its bid for WBD. Subsequently, the company has aggressively tried to convince WBD’s shareholders that its $108.4 billion offer for all of WBD is superior to the Netflix deal.

Today, Paramount CEO David Ellison wrote a letter to WBD shareholders informing them of Paramount’s lawsuit. The lawsuit requests the court to force WBD to disclose “how it valued the Global Networks stub equity, how it valued the overall Netflix transaction, how the purchase price reduction for debt works in the Netflix transaction, or even what the basis is for its ‘risk adjustment’” of Paramount’s $30 per share all-cash offer. Netflix’s offer equates to $27.72 per share, including $23.25 in cash and shares of Netflix common stock. Paramount hopes the information will encourage more WBD shareholders to tender their shares under Paramount's offer by the January 21 deadline.

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As two major streaming platforms — Warner Bros. and Netflix — prepare for a merger, concerns continue to be voiced about the implications of the deal, which represents more consolidation in the media business.

The Warner Bros. Discovery board has unanimously voted to rebuff Paramount's $108.4 billion offer and urged shareholders to reject the hostile takeover bid. The board is continuing to support Netflix's pending $82.7 billion purchase of its streaming and movie studios businesses along with a separate spinoff of the Warner Bros. cable TV division.

Warner Bros. called the Paramount bid "illusory" in a presentation for shareholders today, saying the offer requires an "extraordinary amount of debt financing" and other terms that make it less likely to be completed than a Netflix merger. It would be the largest leveraged buyout ever, "with $87B of total pro forma gross debt," and is "effectively a one-sided option for PSKY [Paramount Skydance] as the offer can be terminated or amended by PSKY at any time," Warner Bros. said.

The Warner Bros. presentation touted Netflix's financial strength while saying that Paramount "is a $14B market cap company with a 'junk' credit rating, negative free cash flows, significant fixed financial obligations, and a high degree of dependency on its linear business." The Paramount "offer is illusory as it cannot be completed before it is currently scheduled to expire," Warner Bros. said.

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© Getty Images | Kenneth Cheung