Netflix has revised its acquisition offer for Warner Bros. Discovery (WBD), shifting to an all-cash proposal in a strategic move to fend off rival bidder Paramount Skydance. While the streaming giant has not increased its valuation, the updated structure simplifies the transaction and offers greater certainty to shareholders, intensifying what is shaping up to be one of the most significant media mergers in recent years.
Under the revised proposal, Netflix will still pay $27.75 per share for Warner Bros.’ movie studio and streaming assets, maintaining the overall valuation at approximately $82.7 billion. However, instead of a mix of stock and cash, Netflix will now fund the deal entirely with cash, supported by a combination of internal reserves, debt, and committed financing arrangements. The companies stated that this structure accelerates the shareholder approval process and reduces market risk related to stock price volatility.
The move comes as Paramount Skydance escalates its pursuit of Warner Bros. with an aggressive $30-per-share all-cash offer for the entire company. Paramount’s bid is backed by a reported $40 billion financing guarantee from CEO David Ellison’s father, Oracle co-founder Larry Ellison. Paramount has also taken legal action, suing Warner Bros. to obtain more details about Netflix’s proposal and signaling plans to nominate new board members after its offer was rejected.
Despite Paramount’s higher per-share bid, Warner Bros.’ board remains firmly aligned with Netflix. WBD executives argue that Netflix’s financial strength and profitability offer a more stable path forward, while warning that Paramount’s proposal would burden the combined company with approximately $87 billion in debt. Warner Bros. has also raised concerns about Paramount’s junk credit rating and negative free cash flow, stating that such financial strain could jeopardize long-term growth and operational stability.
Netflix’s willingness to restructure its offer without raising the price signals confidence in the strategic value of Warner Bros.’ content library and production infrastructure. A successful deal would significantly strengthen Netflix’s position in theatrical distribution, premium television, and global streaming dominance areas where competition has intensified amid slowing subscriber growth across the industry.
As regulatory scrutiny and shareholder votes loom, the battle for Warner Bros. Discovery highlights a broader consolidation trend reshaping the media landscape. With both bidders presenting all-cash offers, the final decision may hinge less on headline price and more on financial sustainability, execution risk, and long-term shareholder value.
