Warner Bros. Discovery said it will briefly reopen discussions with Paramount Skydance after receiving a seven-day waiver from Netflix under the terms of Warner’s existing merger agreement. The waiver is intended to let Warner’s board address what it described as unresolved shortcomings in Paramount Skydance’s earlier proposals and to determine whether a revised offer can be clarified and made actionable within a tight window.
In a statement cited in Warner’s filing, Netflix said it granted a narrow waiver to help “fully and finally resolve” what it called ongoing disruption tied to the competing bid. Warner also emphasized that, even while engaging in short-term talks, its board continues to recommend that shareholders support the Netflix transaction. Under Warner’s timetable, the engagement period runs through February 23, 2026, after which standard deal protections and rights under the Netflix agreement remain in place.
Competing Offers Put Different Assets In Play
The competing bids differ in scope and structure. Warner has an agreement under which Netflix would acquire Warner’s studio and streaming operations for $72 billion, with the companies describing the transaction as an all-cash deal valued at $27.75 per share and an enterprise value of roughly $83 billion, including debt.
By contrast, Paramount Skydance has pursued a broader acquisition approach, seeking to buy Warner’s entire company, including legacy cable networks such as CNN and Discovery Channel, rather than limiting its proposal to the studio-and-streaming perimeter. The AP report described Paramount Skydance’s approach as an all-cash, shareholder-directed offer of $77.9 billion.
Warner’s own disclosure added that a Paramount Skydance representative separately indicated a willingness to agree to $31 per share in connection with engagement discussions, while also indicating that the figure was not being presented as a “best and final” position at that time.
Shareholder Vote Schedule And Deal Mechanics
Warner has set a special shareholder meeting for March 20, 2026, and said it will begin mailing definitive proxy materials tied to the Netflix merger vote. The Netflix agreement, as amended to an all-cash structure, is framed by the companies as a move intended to simplify execution and accelerate the vote timeline. In its disclosure, Netflix said the revised structure was designed to provide greater certainty of value for Warner shareholders.
The Netflix filing also describes a planned separation of Warner’s businesses into two publicly traded companies, splitting “Warner Bros.” from Discovery Global, with the separation expected to be completed in a six-to-nine-month window prior to closing the Netflix-Warner transaction.
Separately, Paramount Skydance has sought to strengthen the economics of its offer by proposing additional cash protections for Warner shareholders and by addressing termination-fee concerns tied to Warner’s existing Netflix agreement. In a company statement, Paramount Skydance said it would add a $ 0.25-per-share “ticking fee” for each quarter the transaction has not closed, beginning January 1, 2027, which it said is equivalent to about $650 million per quarter. Paramount also said it would “fully and promptly fund” Warner’s $2.8 billion break fee to Netflix.
Regulatory Reviews And Market Reaction
With multiple large-scale media combinations in motion, the competing proposals are drawing heightened scrutiny from regulators. Netflix said it and Warner have submitted Hart-Scott-Rodino Act filings and are engaging with competition authorities, including the U.S. Department of Justice and the European Commission.
Paramount Skydance, for its part, said it certified substantial compliance on February 9, 2026, with a DOJ “second request” tied to its tender offer for Warner shares, and said it had secured clearance from German foreign investment authorities on January 27, 2026.
Markets reacted positively to the fresh negotiating window. The AP report said Warner shares rose more than 2% before the market opened on Tuesday, while Paramount Skydance shares gained nearly 3% and Netflix shares rose slightly. Whether the seven-day engagement leads to a revised, binding proposal or simply reaffirms Warner’s recommendation to proceed with Netflix is expected to become clearer ahead of the February 23 waiver deadline and the March 20 shareholder vote date.
