Netflix Switches Warner Bros. Deal to All-Cash Offer

Netflix has updated its acquisition proposal for Warner Bros. Discovery (WBD), replacing its original mixed cash-and-stock deal with an all-cash offer. This move is aimed at accelerating the sale of WBD’s studios and streaming businesses, especially as rival Paramount pressures shareholders with its own $108 billion cash bid.

The revised deal offers WBD shareholders $27.75 per share in cash, plus benefits from the planned separation of Discovery Global. Netflix believes this structure provides faster closure, more financial certainty, and clearer value for investors.

Why Netflix Made the Change

The original Netflix-WBD agreement, announced on December 5, 2025, combined $23.25 in cash with $4.50 in Netflix stock per WBD share. This plan included conditions linked to Netflix’s stock price, which fell below the $97.91 threshold just days later. Paramount quickly seized the opportunity, launching a hostile all-cash bid, claiming Netflix’s mixed offer exposed shareholders to unpredictable equity risks.

By switching to an all-cash deal, Netflix hopes to remove uncertainty and reduce potential shareholder hesitation. Ted Sarandos, co-CEO of Netflix, emphasized that the updated agreement could accelerate the timeline for a shareholder vote while delivering a “best outcome” for investors, creators, and consumers alike.

Financing the All-Cash Acquisition

Netflix plans to fund the revised acquisition through a combination of cash on hand, existing credit lines, and other financing arrangements. Both Netflix’s and WBD’s boards have unanimously approved the changes, signaling strong internal support.

Despite the update, the deal still requires regulatory approval and shareholder consent. Analysts suggest that the all-cash approach might make regulatory scrutiny slightly easier to navigate, as it eliminates the stock-related volatility and simplifies financial calculations.

Paramount’s Competing Offer

Paramount’s aggressive $108 billion cash bid has intensified the bidding war for Warner Bros. Discovery. The studio giant argues that Netflix’s original offer exposed shareholders to unnecessary risk due to fluctuating stock value.

WBD has consistently rejected Paramount’s takeover attempts, maintaining support for the Netflix deal. However, legal challenges have arisen, with David Ellison’s company seeking more transparency about the revised Netflix agreement. The all-cash offer may preempt further lawsuits and shareholder opposition, creating a cleaner path toward closing the deal.

Implications for Shareholders and the Entertainment Industry

For WBD shareholders, the all-cash structure removes uncertainty tied to Netflix’s stock price and provides a clear financial gain. The $27.75 per share offer, combined with the Discovery Global separation, presents a strong value proposition.

From an industry perspective, Netflix’s acquisition could reshape the entertainment landscape, consolidating major studios and streaming platforms under one roof. Experts anticipate accelerated content production, enhanced global streaming reach, and increased competition with rival platforms.

What’s Next for Netflix and WBD

The revised deal now heads toward a shareholder vote, with regulatory approval as the next key milestone. Netflix aims to finalize the acquisition quickly, potentially outmaneuvering Paramount and closing the chapter on competing bids.

If successful, this move could mark one of the largest media mergers in recent history, signaling Netflix’s commitment to dominating both studio production and streaming services globally.