Netflix revises Warner Brothers offer to an all-cash deal.

Netflix has raised the stakes by converting its proposed $82.7 billion stock‑and‑cash acquisition of Warner Bros. Discovery (WBD) into an all‑cash offer. The bidding war has been intense, with both Netflix and Paramount chasing WBD like a pack of dogs. The deal has dominated coverage in the Wall Street Journal for weeks, as it has the potential to become one of the largest corporate transactions in history. There are 2 sides to this deal.

Paramount’s Offer

Paramount’s $108.4 billion all‑cash bid for Warner Bros. Discovery (WBD) sought to acquire the company in its entirety, including the Discovery brand and major cable networks such as CNN and TNT. Valued at roughly $30.00 per share, the offer reflected Paramount’s ambition to reshape the global media landscape. However, WBD raised concerns about the deal’s long‑term financial assurances and strategic alignment. Even with backing from Oracle founder Larry Ellison, intended to bolster credibility and financial strength, skepticism remained. WBD’s caution underscores the risks of relinquishing control over its diverse assets amid ongoing industry debates about consolidation, competition, creative independence, and shareholder value.

Netflix’s Offer

Netflix originally proposed an $82.7 billion cash-and-stock bid for Warner Bros. Discovery (WBD). In late 2025, however, it revised the offer into an all-cash transaction to strengthen its competitive position. This shift was made to outbid Paramount, which was also actively pursuing WBD, and to position Netflix as the leading contender in the takeover battle. Under the new structure, Netflix targeted Warner Bros. Studios and HBO Max, the most valuable assets in WBD’s portfolio, which would substantially enhance Netflix’s content offerings and reinforce its dominance in global streaming. At the same time, WBD’s cable networks, including CNN and TNT, were to be separated into a new company called Discovery Global, with existing shareholders receiving shares in the spun-off business.

WBD characterized Netflix’s revised proposal as offering greater financial certainty than Paramount’s bid, primarily because an all-cash deal eliminates risks associated with stock price fluctuations. The transaction was also viewed as strategically sound. Netflix’s streaming-focused strategy with premium content assets while allowing WBD’s legacy cable operations to function independently.

Why Netflix came out on top

Warner Bros. Discovery (WBD) is favoring Netflix’s proposal over Paramount’s because it offers greater financial certainty through an all‑cash structure, reducing exposure to market volatility. The deal also presents a more coherent, streaming‑focused strategy that aligns with WBD’s long‑term vision. In addition, Netflix’s approach is expected to encounter fewer regulatory challenges, while its plan to spin off cable networks into a separate entity provides a cleaner and more efficient breakup of assets.

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