Netflix Goes All-Cash to Lock Down Warner Bros. Discovery Deal

With input from CNN, CNBC, the New York Times, Reuters, and Axios.

Netflix just flipped the script on its Warner Bros. Discovery takeover bid, ditching the mix of cash and stock it offered back in December and going full cash instead. The new offer? $27.75 per WBD share for the studio and streaming assets – HBO Max and Warner Bros. – all cash, no stock math to worry about.

The move comes as a direct shot across the bow of Paramount Skydance, which has been pushing a hostile takeover for all of WBD, including CNN, TNT, and other cable networks. Paramount has been dangling $30 per share to try to win over shareholders, but WBD’s board has stuck with Netflix, saying its deal is safer and more strategically sound.

“The all-cash deal simplifies things, gives shareholders more certainty, and speeds up the path to a vote,” Netflix co-CEO Ted Sarandos said.

WBD CEO David Zaslav added that a shareholder vote could now happen as soon as spring, pending regulatory approval.

The Netflix offer keeps the $27.75 price from the original cash-and-stock deal, but now investors won’t have to sweat Netflix’s stock price swinging up or down. The spin-off of WBD’s cable assets into a new company, Discovery Global, adds an extra carrot: shareholders would still get a stake in the cable side, something Paramount doesn’t offer.

Paramount isn’t backing down. The company filed a lawsuit last week in Delaware demanding more info about WBD’s valuation, and it’s threatening a proxy fight to get board seats. A judge rejected Paramount’s bid to fast-track the case, though, leaving Netflix with the momentum.

Financially, Netflix has the edge. Its all-cash offer would leave the new company slightly less leveraged than Paramount’s, and Netflix’s credit rating is solid, unlike Paramount’s junk-rated bonds. Analysts say the cash move strengthens Netflix’s hand and could push the deal toward a smoother approval path, though lawmakers and regulators will still be watching media consolidation concerns closely.

Shareholders will ultimately call the shots, but Netflix’s all-cash pivot makes it clear: it’s serious about closing the deal and shutting Paramount out of Hollywood’s latest mega-battle.

In short, Hollywood’s tug-of-war over Warner Bros. Discovery is heating up, and Netflix just threw a full-cash knockout punch.