shareholder

Netflix Inc. reached an amended, all-cash agreement to buy Warner Bros. Discovery Inc.’s studio and streaming business as it battles Paramount Skydance Corp. to acquire one of Hollywood’s most iconic entertainment companies.

Netflix, which previously agreed to pay $27.75 a share in cash and stock for the Warner assets, will pay the full amount in cash, according to a filing confirming an earlier Bloomberg News report on the revised terms. Warner Bros. plans to call a special meeting of shareholders to approve the deal. Netflix said stockholders should be able to vote on the transaction by April.

The changes are designed to expedite a sale and address claims by Paramount that its $30-a-share cash tender offer — for all of Warner, including cable channels like CNN and TNT — is superior. Paramount, the parent of CBS and MTV, has been urging investors to tender their shares.

The battle for Warner Bros., known for films from Casablanca to Batman, is one of the biggest media deals in years and has the power to reshape the entertainment industry. Paramount has been aggressively pursuing Warner Bros. since September, while streaming leader Netflix emerged as a surprise suitor, entering the chase after Warner Bros. put itself up for sale in October.

The new terms neutralize one of the primary criticisms from Paramount: that the stock portion of the Netflix offer makes its bid inferior. Netflix’s shares have lost 29% since its pursuit of Warner Bros. came to light. Paramount shares have also declined about 29% over that time.

The Warner Bros. board “continues to support and unanimously recommend our transaction, and we are confident that it will deliver the best outcome for stockholders, consumers, creators and the broader entertainment community,” Ted Sarandos, co-chief executive officer of Netflix, said in a statement.

Paramount shares were down about 1% in premarket trading in New York. Netflix was up 1.4%.

Warner Bros. also addressed another criticism by outlining how it values its cable networks, which would be spun off to its stockholders in a separate company called Discovery Global.

Warner Bros. has spurned multiple offers from Paramount. Its unwanted suitor has threatened to launch a proxy fight and has sued to force Warner Bros. to disclose more information about the Netflix bid and the value of the cable properties.

Warner Bros.’ advisers value the cable networks from as little as 72 cents a share to as much as $6.86 a share, according to the filing. Paramount has claimed those properties have no value even though cable networks account for most of its own sales and profit.

Under the spinoff plans, Discovery Global would have $17 billion of debt as of June 30, 2026, decreasing to $16.1 billion by the end of the year. Warner and Netflix also amended the agreement so that Discovery Global will have $260 million less debt than initially planned as a result of stronger-than-expected cash flow last year.

The filing projects 2026 revenue of $16.9 billion for the new Discovery Global networks and adjusted earnings of $5.4 billion before interest, taxes, depreciation and amortization.

The latest proposal addresses Wall Street’s concerns around Netflix’s declining share value and speeds up a shareholder vote, Bloomberg Intelligence analyst Geetha Ranganathan wrote. It also raises the stakes for Paramount to increase its offer, something it has repeatedly refused to do. It may take a bid of more than $32 a share to sway the Warner Bros. board at this point, she said.

Netflix has lined up more debt from Wall Street banks to help finance its amended agreement. The company now has $42.2 billion of bridge loans in place, according to a filing Tuesday, a type of facility that is usually replaced with permanent debt like corporate bonds.

A combination of Warner Bros. and Netflix would marry two of the world’s biggest streaming providers, with some 450 million combined subscribers, and provide Netflix with a deep library of programming to counter challengers like Walt Disney Co. and Amazon.com Inc. Hollywood labor unions and movie theater owners have expressed concern that the deal will hurt their members and businesses.

Sarandos and Netflix co-CEO Greg Peters told investors at a UBS conference on Dec. 8 that they’re “super confident” their deal will be approved. Leaders of Netflix and Warner Bros. were in Europe last week meeting with regulators to convince them of the merits of a deal.

Netflix is scheduled to report fourth-quarter financial results on Tuesday after markets close.

David Ellison, Paramount’s CEO, has argued that a merger with his company would preserve a more traditional Hollywood structure and keep some of Warner Bros.’ legacy intact. He has posited that his all-cash offer, backed by his family trust, is financially superior and says it would have an easier time getting approved by regulators.

Ellison has been mounting an offensive of his own but has yet to convince the Warner Bros. board or an overwhelming majority of the company’s shareholders. Institutional investors are divided and have called for Paramount to increase its offer.

Shaw and Davis write for Bloomberg.

Billionaire Larry Ellison has stepped up, agreeing to personally guarantee part of Paramount’s bid for rival Warner Bros. Discovery.

Ellison’s personal guarantee of $40.4 billion in equity, disclosed Monday, ups the ante in the acrimonious auction for Warner Bros. movie and TV studios, HBO, CNN and Food Network.

Ellison, whose son David Ellison is chief executive of Paramount, agreed not to revoke the Ellison family trust or adversely transfer its assets while the transaction is pending. Paramount’s $30-a-share offer remains unchanged.

Warner Bros. Discovery’s board this month awarded the prize to Netflix. The board rejected Paramount’s $108.4-billion deal, largely over concerns about the perceived shakiness of Paramount’s financing.

Paramount shifted gears and launched a hostile takeover, appealing directly to Warner shareholders, offering them $30 a share.

“We amended this Offer to address Warner Bros. stated concerns regarding the Prior Proposal and the December 8 Offer,” Paramount said in a Monday Securities & Exchange Commission filing. “Mr. Larry Ellison is providing a personal guarantee of the Ellison Trust’s $40.4 billion funding obligation.”

The Ellison family acquired the controlling stake in Paramount in August. The family launched their pursuit of Warner Bros. in September but Warner’s board unanimously rejected six Paramount proposals.

Paramount started with a $19 a share bid for the entire company. Netflix has offered $27.75 a share and only wants the Burbank studios, HBO and the HBO Max streaming service. Paramount executives have held meetings with Warner investors in New York, where they echoed the proposal they’d submitted in the closing hours of last week’s auction.

On Monday, Paramount also agreed to increase the termination fee to $5.8 billion from $5 billion, matching the one that Netflix offered.

Warner Bros. board voted unanimously to accept Netflix’s $72-billion offer, citing Netflix’s stronger financial position, the board has said.

Three Middle Eastern sovereign wealth funds representing royal families in Saudi Arabia, Qatar and Abu Dhabi have agreed to provide $24 billion of the $40.4-billion equity component that Ellison is backing.

The Ellison family has agreed to cover $11.8-billion of that. Initially, Paramount’s bid included the private equity firm of Jared Kushner, Trump’s son-in-law, but Kushner withdrew his firm last week.

Paramount confirmed that the Ellison family trust owns about 1.16 billion shares of Oracle common stock and that all material liabilities are publicly disclosed.

“In an effort to address Warner Bros.’s amorphous need for ‘flexibility’ in interim operations, Paramount’s revised proposed merger agreement offers further improved flexibility to Warner Bros. on debt refinancing transactions, representations and interim operating covenants,” Paramount said in its statement.

Paramount has been aggressively pursuing Warner Bros. for months.

David Ellison was stunned earlier this month when the Warner Bros. board agreed to a deal with Netflix for $82.7 billion for the streaming and studio assets.

Paramount subsequently launched its hostile takeover offer in a direct appeal to shareholders. Warner Bros. board urged shareholders to reject Paramount’s offer, which includes $54 billion in debt commitments, deeming it “inferior” and “inadequate.” The board singled out what it viewed as uncertain financing and the risk implicit in a revocable trust that could cause Paramount to terminate the deal at any time.

Paramount, controlled by the Ellisons, is competing with the most valuable entertainment company in the world to acquire Warner Bros.

Executives from both Paramount and Netflix have argued that they would be the best owners and utilize the Warner Bros. library to boost their streaming operations.

In its letter to shareholders and a detailed 94-page regulatory filing last week, Warner Bros. hammered away at risks in the Paramount offer, including what the company described as the Ellison family’s failure to adequately backstop their equity commitment.

The equity is supported by “an unknown and opaque revocable trust,” the board said. The documents Paramount provided “contain gaps, loopholes and limitations that put you, our shareholders, and our company at risk.”

Netflix also announced Monday that it has refinanced part of a $59 billion bridge loan with cheaper and longer-term debt.

Bloomberg contributed to this report.