Advanced Television

WBD files proxy to approve Netflix deal; reopens Paramount talks

February 17, 2026

Netflix, has issued a statement regarding its “fully financed definitive agreement” with Warner Bros Discovery (WBD) to acquire Warner Bros, including its film and television studios, HBO Max and HBO.

The news comes after reports emerged that WBD was reportedly close to reopening discussions with Paramount Skydance following a renewed offer. WBD confirmed today [February 17th] that it had indeed reopened talks with Paramount.

“Every step of the way, we have provided [Paramount Skydance] with clear direction on the deficiencies in their offers and opportunities to address them,” said WBD CEO David Zaslav. “We are engaging with [Paramount Skydance] now to determine whether they can deliver an actionable, binding proposal that provides superior value and certainty for WBD shareholders through their best and final offer.”

Netflix said WBD has until February 23rd to negotiate a possible deal with Paramount and issued the following statement regarding WBD filing a definitive proxy statement for the deal:

“Today marks another important milestone for our transaction with WBD. WBD has filed and commenced the mailing of its definitive proxy statement for the special meeting to be held on March 20th 2026, to approve our Board-recommended transaction and superior offer,” said Netflix.

“Throughout the robust and highly competitive strategic review process, Netflix has consistently taken a constructive, responsive approach with WBD, in stark contrast to Paramount Skydance (PSKY). While we are confident that our transaction provides superior value and certainty, we recognise the ongoing distraction for WBD stockholders and the broader entertainment industry caused by PSKY’s antics. Accordingly, we granted WBD a narrow seven-day waiver of certain obligations under our merger agreement to allow them to engage with PSKY to fully and finally resolve this matterm,” continued the statement.

“This does not change the fact that we have the only signed, board-recommended agreement with WBD, and ours is the only certain path to delivering value to WBD’s stockholders. In its press release today, WBD reaffirmed its recommendation that WBD stockholders vote to approve the Netflix transaction at WBD’s special meeting. Together, Netflix and Warner Bros will deliver more choice and greater value to audiences worldwide with expanded access to exceptional films and series – both at home and in theaters. Our transaction also expands production capacity and increases investment in original content, leading to long-term job creation. The Netflix transaction is centered on growth, opportunity, and a reinforced commitment to creating world-class films and television – not consolidation and layoffs.”

“Netflix is confident that our transaction, a largely vertical merger of complementary assets, has a clear path to timely regulatory approval. Netflix and WBD have each submitted their Hart-Scott-Rodino (HSR) filings and are engaged constructively with competition authorities across the world, including the US Department of Justice (DOJ), state Attorneys General, the European Commission, and the UK Competition and Markets Authority (CMA). Netflix and WBD are driving the regulatory process forward — collaboratively and constructively and focused on a clear path to closing.

“By contrast, PSKY has repeatedly mischaracterised the regulatory review process by suggesting its proposal will sail through, misleading WBD stockholders about the real risk of their regulatory challenges around the world. WBD stockholders should not be misled into thinking that PSKY has an easier or faster path to regulatory approval – it does not.”

“PSKY is also quick to publicise routine checkpoints to exaggerate ‘progress’. For example, PSKY cited securing German FDI clearance on January 27th 2026, as evidence of their ‘regulatory certainty’. In fact, Netflix received German FDI clearance on the very same day.”

“Separately, the foreign funding behind PSKY’s bid is already raising serious national security concerns. We expect government reviewers globally, including CFIUS and Team Telecom in the US, as well as European authorities, to scrutinise the Middle Eastern investors in PSKY’s consortium and to be skeptical of claims that they are purely passive investors.”

“In reality, PSKY is far from obtaining all of the regulatory clearances required. Enforcers will focus on the impact of PSKY’s proposal on competition, job losses, reduced output, and downward pressure on wages for film and television workers. PSKY’s offer results in significant horizontal overlaps that will concern antitrust enforcers globally by combining:

  • two of the five major Hollywood studios,
  • two major theatrical distribution channels,
  • two of the major TV studios,
  • two major news networks, and
  • two major sports distributors.

Beyond their regulatory hurdles, PSKY’s aggressive financing package, rapid deleveraging plans, and performance track record pose tremendous risks to both the completion of their proposed deal and the industry.”

“PSKY has promised to rapidly de-lever following its proposed transaction which can only be achieved through unprecedented job cuts (on top of the previous PSKY layoffs):

  • Post-merger, PSKY would be over-leveraged with approximately $84 billion of total proforma debt — the largest proposed leveraged buyout in history — and an estimated ~7x leverage ratio (Debt / 2026 LTM EBITDA).
  • PSKY has promised its concerned investors that it “will be below, call it, at closing with accounting for synergies around 4x. And [will] de-lever quickly to below 3x and almost 2x over the convening 2 years to 2.5 years.”
  • This means PSKY would need to realize ~$16 billion of cost savings in order to meet the midpoint of its leverage target range, far in excess of the $6+ billion synergy figure PSKY has publicly communicated.
  • The only way to achieve this would be through greater, even deeper job cuts that would irreparably harm the entertainment industry.
  • PSKY is already undershooting its financial projections. Based on their most recent published “Adjusted OIBDA” guidance for 2026, they have underperformed their initial Paramount acquisition business plan by 15%3, which could mean even more cost cuts.
  • This extraordinary execution risk and track record of operational underperformance could impact PSKY’s ability to fund and close a transaction.

A business plan that is dependent upon $16 billion in cost savings should be an unmistakable red flag for regulators, policymakers, union leaders and creatives.”

“Netflix’s strong cash flow generation supports our all-cash transaction structure while preserving a healthy balance sheet and flexibility to capitalise on future strategic priorities. A combined Netflix and Warner Bros will strengthen the entertainment industry, preserve choice and value for consumers, and give creators more opportunities,” concluded the statement.

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