Netflix Authorizes 7-Day Waiver to Let Warner Bros. Hold Talks With Paramount

Netflix has authorized a seven-day waiver to allow Warner Bros. Discovery to hold talks with Paramount Skydance Corp., the legacy media company said in a statement on Feb. 17.

Warner Bros. currently has a pending transaction with Netflix for its streaming and studio assets.

In December 2025, Paramount initiated a hostile takeover bid at $30 per share after losing a fierce bidding war for the entertainment empire, taking its case to shareholders.

The waiver will allow Warner Bros. Discovery (WBD) and Paramount Skydance Corp. (PSKY) to discuss “deficiencies that remain unresolved.”

“Netflix has provided WBD a limited waiver under the terms of WBD’s merger agreement with Netflix, permitting WBD to engage in discussions with Paramount Skydance … for a seven-day period ending on February 23, 2026, to seek clarity for WBD stockholders and provide PSKY the ability to make its best and final offer,” Warner Bros. said.

“During this period, WBD will engage with PSKY to discuss the deficiencies that remain unresolved and clarify certain terms of PSKY’s proposed merger agreement.”

After the one‑week period expires, Netflix will retain the matching rights granted under the merger agreement, Warner Bros. said.

Warner Bros. CEO David Zaslav said that the entire process has been about “maximizing value and certainty for shareholders.”

“Every step of the way, we have provided PSKY with clear direction on the deficiencies in their offers and opportunities to address them,” Zaslav stated.

“We are engaging with PSKY 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.”

Additionally, Warner Bros. has convened a special meeting scheduled for March 20.

Netflix called the meeting date an “important milestone” for its transaction with Warner Bros.

“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,” Netflix said in a statement.

It also called the situation with Paramount and what it called its “antics” an “ongoing distraction” for Warner Bros. shareholders and the broader entertainment industry.

Paramount has insisted that its $30-per-share proposal is not the best and final offer.

Over the past two months, the studio has made many amendments to its offer for Warner Bros.

Last week, Paramount sweetened its cash bid for the company, amending its existing offer to include a quarterly “ticking fee” of 25 cents per share, starting on Jan. 1, 2027, if the transaction is not completed.

It would also cover the $2.8 billion break fee to Netflix upon termination of the deal and eliminate up to $1.5 billion in potential financing costs related to Warner Bros.’ planned debt exchange.

After complaints from Warner Bros. about the lack of involvement from Larry Ellison, Paramount inserted a personal guarantee from Ellison totaling more than $43 billion.

Regulatory worries have also been ubiquitous throughout the saga.

During a Senate Judiciary Committee hearing earlier this month, lawmakers criticized Netflix’s proposed merger. They expressed concerns regarding fewer jobs, higher prices, and potential adverse effects on the nation’s movie theaters.

Sen. Corey Booker (D-N.J.) called it a “concerning consolidation,” while Sen. Mike Lee (R-Utah) warned that a combined company “could limit access to popular content” and “limit licensing options.”

Market Reaction

Before the Feb. 17 opening bell, Netflix’s share price was little changed at around $77. The stock has fallen by more than 15 percent this year.

Warner Bros.’ share price increased by about 3 percent, while Paramount’s climbed by nearly 4 percent.

Market watchers have been mixed on Netflix’s offer for Warner Bros.

Eric Clark, CIO at Accuvest Global Advisors, says that its business model has hardly changed, attributing the decline to its planned acquisition.

“Bigger picture, nothing’s really changed with the business. It’s just that people have left Netflix stock because of Warner Bros. Discovery and the time it takes to get a deal done like this,” Clark said in a note emailed to The Epoch Times.

“The assets in Warner Bros. Discovery are so powerful, and they are in the best hands with Netflix.”

Evgenia Filimianova and Kevin Stocklin contributed to this report.