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Why Netflix Walked Away From Its Warner Bros. Deal—and What Happened Next

Netflix declined to match Paramount’s revised WBD bid, citing the price. WBD terminated the Netflix deal the next day, and Paramount’s takeover later closed in October 2026.
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Netflix declined to match Paramount Skydance’s revised offer for Warner Bros. Discovery (WBD) on February 26, 2026, saying the price needed to keep the deal was no longer financially attractive. WBD ended its Netflix agreement the next day, and Paramount paid the $2.8 billion termination fee. The takeover later closed on October 6, 2026, according to the Associated Press.

How the competing deals unfolded

  1. December 5, 2025: Netflix and WBD announced a deal for Netflix to acquire WBD’s studio and streaming assets—not the whole company. The Associated Press later reported Netflix’s offer at $27.75 per WBD share, or nearly $83 billion including debt. Associated Press
  2. February 24, 2026: WBD said Paramount’s revised proposal offered $31 per share in cash, plus a $0.25-per-share quarterly ticking fee beginning after September 30, 2026. It also included a proposed $7 billion regulatory termination fee and payment of the $2.8 billion WBD would owe Netflix if it ended their agreement. WBD said the offer could reasonably be expected to lead to a superior proposal, but had not yet made that final determination. WBD filing
  3. February 26, 2026: WBD informed Netflix that its board had determined Paramount’s latest proposal was a “Superior Proposal.” Netflix declined to raise its offer. Paramount’s bid covered all of WBD, unlike Netflix’s deal for the studio and streaming assets. Associated Press
  4. February 27, 2026: WBD terminated the Netflix agreement after Netflix waived its right to propose revisions. Paramount paid Netflix the $2.8 billion termination fee on WBD’s behalf. WBD also withdrew its Netflix proxy and canceled the shareholder meeting scheduled for March 20. WBD filing
  5. October 6, 2026: The Associated Press reported that Paramount’s acquisition of WBD closed. Its October 7 report referred to the combined company as Skydance. Associated Press

What Paramount offered—and why the headline prices are not a direct comparison

Paramount’s revised proposal was a higher per-share cash offer: $31, compared with the $27.75 per share AP reported for Netflix’s earlier offer. But the deals covered different assets. Netflix was pursuing WBD’s studio and streaming businesses; Paramount sought all of WBD. The nearly $83 billion figure AP gave for Netflix’s offer included debt, so it should not be treated as directly comparable to Paramount’s per-share cash figure.

WBD’s February 24 announcement also described terms intended to address timing and deal risk: a quarterly ticking fee after September 30, 2026, a proposed $7 billion regulatory termination fee, and Paramount’s commitment to cover the fee WBD would owe Netflix if it terminated that agreement. These were terms of the revised proposal, not evidence that the proposed regulatory fee was ultimately paid. WBD’s February 24, 2026 announcement

Why Netflix chose not to match

Netflix co-CEOs Ted Sarandos and Greg Peters said the price required to match Paramount’s bid made the transaction financially unattractive. In their February 26, 2026 statement, they said the deal Netflix had negotiated would have created shareholder value and had a clear path to regulatory approval, but described Warner Bros. as a “nice to have” at the right price, not a “must have” at any price. That is Netflix’s explanation of its decision, not an independent finding about the assets’ value. Netflix statement

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What the completed acquisition does—and does not—settle

The later closing means Paramount’s takeover did proceed; the story did not end with Netflix’s February withdrawal. But a completed acquisition does not by itself establish what will happen to competition, subscription prices, production jobs, or creative output over time.

In its October 7, 2026 coverage, AP described a unified streaming service as a future plan and said the service details and consumer effects remained unknown. A combined service’s name, launch date, price, and customer impact should therefore not be treated as settled based on that report. Associated Press, October 7, 2026

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Product prices and availability are accurate as of the date/time indicated and are subject to change. Any price and availability information displayed on Amazon at the time of purchase will apply.

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