Netflix All-Cash Bid Considered for Warner Bros
Netflix all-cash bid considered for Warner Bros. Discovery as Paramount's Delaware suit and proxy push raise timing and disclosure risks for shareholders.
KEY TAKEAWAYS
- Paramount filed in Delaware seeking WBD disclosures on valuation and debt mechanics.
- Netflix was considering an all-cash amendment to remove stock-price risk and blunt Paramount's $30 per-share offer.
- Paramount plans director nominations that could force a shareholder vote on the transaction.
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Netflix (NFLX) is considering an all‑cash bid to replace the stock portion of its agreed $82.7 billion purchase of Warner Bros. Discovery (WBD)'s studios and streaming assets, a move reported on Jan. 13, 2026, aimed at removing share‑price risk and countering Paramount’s rival cash offer.
Deal Terms and All‑Cash Revision
Netflix announced on Dec. 5, 2025, that it would acquire Warner Bros. Discovery’s studios and streaming businesses while spinning off the company’s cable networks into a separate Global Networks unit. The original merger consideration for the studio and streaming package was $23.25 in cash plus $4.50 in Netflix stock per WBD share.
Paramount’s filings showed the Netflix stock component closed at $4.11 per share on Jan. 10, 2026. Reports on Jan. 13 indicate Netflix is discussing an amendment to make the studio and streaming purchase all cash. This change would not affect the Global Networks spin-off or the overall deal price. Netflix declined to comment. The revision would eliminate exposure to Netflix’s stock volatility and strengthen its position against Paramount’s all-cash bid.
Paramount Lawsuit and Proxy Fight
Paramount filed suit in Delaware Chancery Court on Jan. 12, 2026, seeking court orders to compel Warner Bros. Discovery to disclose the valuation of the Global Networks stub equity, the overall Netflix transaction valuation, debt transfer mechanics, and the basis for any "risk adjustment" applied to Paramount’s offer. Paramount proposed a $30 per share all-cash offer for the entire company, including cable networks, backed by Oracle co-founder Larry Ellison. It also announced plans to nominate a slate of directors for WBD’s 2026 annual meeting, with the advance-notice window opening in early February.
Warner Bros. Discovery’s board has repeatedly rejected Paramount’s bid and dismissed the lawsuit as meritless, maintaining that the Netflix transaction offers greater certainty and value. Paramount has said it will pursue a proxy contest and solicit shareholder votes to block the Netflix deal if necessary.
Netflix began regulatory engagement with U.S. and European authorities in the week of Jan. 6, 2026. The company expects the deal to close in 12–18 months and has committed a $5.8 billion termination fee if regulators block the transaction. This fee factors into shareholder and regulatory assessments of deal certainty.
Paramount’s push for board seats and the opening of the advance-notice window in early February will determine whether the contest moves to shareholders. Netflix has indicated it expects the transaction to take 12–18 months to close as regulators review the deal.
