Netflix just made a bold new move on Warner Bros. | Official Website of Louis Velazquez, entrepreneur, finance guy and tech innovator

The economics of Netflix’s bid have not moved much on paper, but the structure has changed in a way that matters for investors. Under the original agreement, Warner Bros. Discovery shareholders were set to receive $23.25 in cash and $4.50 in Netflix stock for each share tied to the studio and HBO Max assets, according to Yahoo Finance.

Under the amended deal, Warner says the same unit will now be sold entirely for cash, at a fixed $27.75 per share, paid by Netflix once the deal closes. Warner’s revised merger materials describe that payment as “a fixed cash amount from an investment‑grade entity” that provides “immediate certainty of value and liquidity” for shareholders, CNBC reported.

That is the core of the bold move. People familiar with the talks have framed the shift as a way to take volatility in Netflix’s share price off the table and simplify the decision for Warner investors, who now have to compare two different all‑cash proposals instead of weighing cash against stock, the Financial Times reported.

Netflix intends to pay all cash for its $83 billion deal to acquire Warner Bros. Discovery.

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What happens to the rest of Warner Bros. Discovery?

Netflix is not buying the entire Warner Bros. Discovery empire.

The amended agreement keeps a spin‑off structure in place that would carve out the studio, library, and HBO Max into a new Warner Bros. entity that Netflix acquires, while leaving CNN, TNT Sports, and the rest of the cable channels in a company called Discovery Global.

Warner’s board has tried to make clear how it is valuing that remaining piece. In the same regulatory filing outlining the all‑cash change, Warner disclosed internal assumptions about Discovery Global’s worth to show how the board reached its conclusion that the Netflix path “maximizes value for WBD shareholders in a timely and certain manner,” Reuters reported.

Shareholders would end up with two things if they approve the Netflix deal: cash for the studio and HBO Max assets and an ongoing equity stake in Discovery Global. This is a key difference from Paramount‑backed Skydance’s competing bid, which is pitched as a $30 per‑share offer for all of Warner Bros. Discovery rather than a split structure, CNBC noted.

The Skydance squeeze and a looming proxy fight

Paramount‑backed Skydance has been trying to derail Netflix’s agreement since it was first announced. The Skydance group is pushing a $30 per‑share hostile offer and has warned publicly that it is prepared to launch a proxy fight to replace members of Warner’s board, the Financial Times reported.

Skydance has leaned heavily on two talking points. Its camp has argued its proposal is both richer, at $30 per share, and cleaner from a regulatory perspective because it would not combine Netflix’s dominant streaming platform with a major legacy studio.

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Skydance has also sued to force more disclosure about how Warner weighed the rival bids, suggesting the board is shortchanging shareholders by sticking with Netflix, as highlighted by the Financial Times.

The all‑cash pivot was aimed at one of those arguments. Skydance had been describing the original cash‑and‑stock Netflix structure as a “riskier” option because Warner investors would still be exposed to any slide in Netflix’s share price between signing and closing, according to Morningstar.

With the stock element gone, that line of attack is weaker, but the higher headline price on the Skydance side remains.

Inside Warner’s push to secure a vote

With two all‑cash offers in play, Warner’s board is now working to steer shareholders toward Netflix. The company has filed a preliminary proxy statement with U.S. regulators and is aiming for a shareholder meeting in April to vote on the Netflix deal, according to Variety.

In those filings, Warner says the Netflix agreement offers shareholders “enhanced certainty of value” and a clear path to closing within 12 to 18 months, assuming antitrust approvals arrive on that timeline. Directors have also highlighted the fact that Discovery Global will remain a separate, publicly traded company, arguing that shareholders should consider both the cash and the ongoing stake in their valuation decisions, CNBC said.

Warner’s board said it had “carefully reviewed” both the Netflix and Skydance proposals and concluded that the Netflix deal “is more advantageous than Paramount Skydance’s cash offer of $30 per share when taking into account Discovery Global’s implied value and execution risks,” according to Reuters.

That language signals how directly the company is trying to respond to investor questions about why it did not simply press Netflix to match the rival price.

Regulatory uncertainty and how Netflix plans to pay

Neither side can promise a quick close without getting through regulators. Netflix and Warner have told investors they will need approvals from U.S. antitrust authorities and from European competition regulators, and have warned that timing and conditions remain “subject to regulatory outcomes,” CNBC reported.

Netflix has been arguing in early contacts with regulators that the deal will not give it absolute control over Warner content across platforms and that the spin‑off of Discovery Global shows it is not trying to swallow the entire Warner Bros. footprint, Morningstar said. Netflix is emphasizing that the transaction does not involve foreign buyers, and therefore will not require review by the Committee on Foreign Investment in the United States.

The funding plan is also under scrutiny because an all‑cash deal is more capital intensive. Netflix intends to rely on cash on hand and new debt financing arranged with a group of banks, and the company views the extra leverage as manageable given its current cash generation, The Globe and Mail reported.

Netflix appears “willing to lean further on its balance sheet” to secure the Warner assets, and management believes the combined content library and production infrastructure will justify the investment over time, Morningstar reported.

Why this is a bold move in the streaming wars

For Netflix, this is not just a financial tweak. The company is effectively betting that owning Warner Bros. Discovery’s studios and HBO Max will deepen its moat in a mature streaming market, giving it more control over premium series, films, and franchises at a time when subscriber growth is harder to find, according to CNBC.

Analysts see the transaction as a step that could push other media groups toward more radical restructuring, especially those that lack the scale or financial flexibility to keep up with a combined Netflix-Warner, the Financial Times reported.

A completed deal would turn Netflix from a pure‑play streamer into a diversified media group with theatrical distribution, cable holdings via its alliance with Discovery Global, and a deeper pipeline of original content, according to Morningstar.

From my perspective, the all‑cash move looks like Netflix’s way of forcing a clean, binary choice: take guaranteed cash plus a focused cable and news stub, or hold out for a nominally higher bid that could get tangled up in governance fights and regulatory risk.

That structure makes it easier for me, as a reader of these filings, to see how management wants shareholders to think about risk versus reward in a shaken‑up media landscape.

That is why Netflix’s all‑cash shift is more than a technical change. It is a way of telling Warner Bros. Discovery holders that they can take cash for the studio and streaming crown jewels, keep a stake in the cable and news assets and avoid the uncertainty of stock and a prolonged bidding war.

Whether they accept that trade‑off instead of a richer cash headline from Paramount‑backed Skydance will determine whether Netflix’s bold new move on Warner Bros. pays off.