• Netflix revised its takeover offer for Warner Bros. Discovery to an all-cash bid.
  • The new offer values Warner Bros. assets at $27.75 per WBD share.
  • The move is aimed at countering Paramount’s $30-per-share hostile bid for WBD.
  • WBD plans a shareholder vote after an SEC review; Warner and Discovery will split.

h2: What changed in Netflix’s offer

Netflix said Tuesday it will now pay $27.75 per Warner Bros. Discovery (WBD) share in cash for the company’s movie studio and streaming assets, including HBO. The revised proposal replaces an earlier deal that mixed cash and Netflix stock. Netflix said the transaction will be financed with cash on hand, available credit facilities and committed financing.

Netflix framed the change as simplifying the deal’s structure and giving WBD shareholders greater certainty about value ahead of a planned vote.

h2: Why Netflix moved to all cash

The revision comes about six weeks after Netflix and WBD announced the original agreement. Netflix’s all-cash approach is intended to blunt a competing, hostile bid from Paramount, which has offered $30 per WBD share for the entire company. Paramount has also been purchasing WBD shares and threatened a proxy fight to replace WBD’s board.

Under the original Netflix proposal, shareholders were to receive $23.25 in cash with the remainder paid in Netflix stock. Paramount used that mix to argue its straight-cash offer was superior.

h3: WBD’s restructuring and shareholder timeline

As part of the deal Netflix and WBD say the WBD entertainment assets targeted for the transaction will be spun off into a new, public company called Warner Bros. CNN and other WBD channels would become part of a separate company named Discovery Global.

WBD CEO David Zaslav said the company expects to complete its review with the US Securities and Exchange Commission and then schedule a special shareholder meeting, likely in the spring, for a vote on the transaction.

h3: Board response and legal fights

Samuel A. Di Piazza Jr., chair of the WBD board, said switching to all-cash “delivers the incredible value of our combination with Netflix at even greater levels of certainty.” WBD has rejected Paramount’s overtures, arguing that the Netflix transaction and the planned Discovery Global spin-off better serve investors.

Paramount has pushed back, filing a lawsuit in Delaware seeking more information about WBD’s valuation and pressing shareholders to consider its $30 cash offer. A Delaware court declined to speed up Paramount’s legal challenge.

h2: What’s next

Paramount continues to buy shares and has threatened to nominate its own slate of directors in a proxy fight. WBD officials are moving toward an SEC review and a shareholder vote, while Netflix prepares to report quarterly earnings after the market close Tuesday.

As the clock runs toward a potential spring vote, shareholders and market watchers will be watching whether the all-cash tactic persuades enough WBD owners to back Netflix — and whether Paramount escalates its campaign to win control.

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