Netflix Escalates Warner Bros. Discovery Bid With All-Cash Offer as Paramount Fight Intensifies

Netflix has escalated its bid for Warner Bros. Discovery, shifting to an all-cash offer in an effort to secure Warner Bros. and HBO while shutting down Paramount’s competing takeover attempt.

The streaming giant and Warner Bros. Discovery announced the revised proposal Tuesday morning, roughly six weeks after unveiling an initial deal. Under the updated terms, Netflix will pay entirely in cash rather than a mix of cash and stock, a move designed to neutralize Paramount’s argument that its rival bid offered greater certainty.

Netflix is now offering $27.75 per share for Warner Bros. Discovery’s film studio and streaming assets. Those properties are slated to be separated later this year into a newly formed publicly traded company to be called Warner Bros. The remainder of WBD’s portfolio, including CNN and other cable networks, will be spun off into a separate entity known as Discovery Global.

Previously, Netflix had proposed $23.25 per share in cash, with the balance paid in Netflix stock. That structure allowed Paramount to position its own all-cash $30-per-share proposal as the superior option. With the revised offer, Netflix has eliminated that vulnerability.

The company said the acquisition would be funded “through a combination of cash on hand, available credit facilities, and committed financing.” According to the joint announcement, the revised structure “simplifies the transaction, provides greater certainty of value for WBD stockholders, and accelerates the path to a WBD stockholder vote.”

Warner Bros. Discovery CEO David Zaslav said the company expects to move quickly once regulatory review is complete. Following clearance from the U.S. Securities and Exchange Commission, WBD plans to call a special shareholder meeting to vote on the transaction, which Zaslav anticipates will take place this spring.

The revised Netflix proposal arrives as Paramount continues to press its own campaign. Paramount has already begun purchasing WBD shares at $30 apiece and earlier this month signaled it was prepared to wage a proxy fight. Paramount CEO David Ellison warned that he would seek to install a new, Paramount-aligned board at WBD if necessary.

WBD leadership has repeatedly pushed back, arguing that the Netflix transaction—combined with the creation of Discovery Global—offers shareholders greater long-term value. Board chair Samuel A. Di Piazza, Jr. reinforced that position on Tuesday.

“By transitioning to all-cash consideration, we can now deliver the incredible value of our combination with Netflix at even greater levels of certainty,” Di Piazza said, “while providing stockholders the opportunity to participate in management’s strategic plans to realize the value of Discovery Global’s iconic brands and global reach.”

Paramount, however, has questioned the worth of WBD’s cable assets, contending the networks hold little to no equity value. Earlier this month, the company filed a lawsuit in Delaware seeking additional disclosure around WBD’s valuation. A judge declined Paramount’s request to fast-track the case, dealing a procedural setback as the bidding contest intensifies.

Netflix is scheduled to report quarterly earnings after the market closes Tuesday, adding another layer of scrutiny as the high-stakes media consolidation battle continues to unfold.