• Netflix switches to an all-cash $27.75-per-share offer for Warner Bros. and HBO to strengthen its deal for Warner Bros. Discovery (WBD).
  • The move aims to blunt Paramount’s hostile $30-per-share cash bid and possible proxy fight.
  • Netflix plans to finance the offer with cash on hand, credit facilities and committed financing.
  • WBD expects an SEC review and a special shareholder meeting on the transaction in the spring.

Netflix shifts to all-cash offer to tighten competitive race

Netflix said Tuesday it has revised its proposal for Warner Bros. Discovery, offering $27.75 per WBD share entirely in cash for the studio and HBO assets that will be spun out this year as a standalone Warner Bros. company. The change replaces Netflix’s earlier mix of cash and stock and is meant to provide greater certainty for WBD shareholders.

Why the change matters

The all-cash structure attempts to undercut Paramount’s aggressive hostile bid, in which Paramount is offering $30 per share in cash and has been buying up shares. Netflix’s revised offer aims to streamline the deal, accelerate shareholder decision-making and reduce valuation uncertainty tied to stock-based payments.

Financing and timing

Netflix said the transaction would be financed through a combination of cash on hand, available credit facilities and committed financing. WBD’s leadership said the company will seek a review by the US Securities and Exchange Commission and expects to schedule a special shareholder meeting in the spring to vote on the deal.

Paramount pushes back

Paramount has argued its $30-per-share cash offer is superior and has taken legal and strategic steps to press its case. The company filed a Delaware lawsuit seeking more information about WBD’s valuation and warned of a potential proxy fight to nominate its own slate for WBD’s board. A court declined to expedite Paramount’s legal request earlier this month.

WBD’s stance

WBD’s board and CEO David Zaslav have defended the Netflix transaction and the plan to split WBD into two public companies: the Warner Bros. studio and streaming business, and Discovery Global, which will house CNN and other channels. Board Chair Samuel A. Di Piazza, Jr. said moving to all-cash consideration increases certainty for shareholders while allowing them to benefit from Discovery Global’s long-term strategy.

What to watch next

Key next steps include the SEC review, the timing of the special shareholder meeting, and whether Paramount continues to buy shares or escalates its proxy threat. Netflix is also reporting quarterly earnings after markets close, which investors will scrutinize for comments about financing and deal progress.

The battle over WBD underscores how high-stakes and fast-moving consolidation in the streaming era has become, with major players like Netflix and Paramount fighting to secure content libraries and distribution scale.

Image Referance: https://www.cnn.com/2026/01/20/media/netflix-all-cash-offer-warner-bros-discovery