Netflix reportedly looking to solidify its bid for Warner Bros. with all-cash offer

By Lukas I. Alpert

The streaming giant's already-accepted offer is partly made up of stock which has lost value since was initially made, a fact rival Paramount has repeatedly pointed to in its hostile bid

Netflix is said to be mulling whether to amend its offer to acquire Warner Bros. Discovery to an all-cash bid.

Netflix looks like it's not willing to leave anything up to chance in its bid for Warner Bros. Discovery.

The streaming giant is reportedly mulling whether to amend its already-accepted offer to an all-cash bid to remove a partial stock component that has declined in value since its initial proposal was agreed upon.

Netflix Inc. shares (NFLX) have fallen 10% since its acquisition offer was accepted in early December, and have declined by roughly 25% since the company began its pursuit of Warner Bros. Discovery Inc. (WBD) in October.

As part of its accepted $82.7 billion bid, Netflix has agreed to pay $23.25 per WBD share in cash plus $4.50 of Netflix common stock for each share of WBD. But the terms of the deal included certain adjustments in the price, known as a collar, if Netflix shares fell below $97.91 per share. Netflix shares closed at $90.31 on Tuesday.

Meanwhile, rival Paramount Skydance Corp. (PSKY) has been engaged in a hostile proxy effort to wrest Warner Bros. away by trying to convince shareholders that its rejected $108 billion bid is, in fact, superior.

To counter Paramount's effort, Netflix has been working on revised terms, including possibly changing its bid to an all-cash offer, Bloomberg News reported Tuesday.

A spokesman for Netflix declined to comment.

Paramount has offered an all-cash bid of $30 per share for the entirety of Warner Bros., while Netflix has only agreed to acquire the company's studio and streaming businesses, leaving its declining cable television assets, including channels like CNN, TBS and the Discovery Channel, to be spun off into a separate company.

The Warner Bros. board has rejected Paramount's offer numerous times, and has advised shareholders to stick with the Netflix bid.

The board has repeatedly raised questions about the stability of Paramount's financing, which has the backing of Oracle Corp. (ORCL) co-founder Larry Ellison, one of the richest people in the world. It has also said it believes Paramount's bid undervalues Warner Bros.' cable properties.

On Monday, Paramount filed a lawsuit demanding Warner Bros. explain how it determined the Netflix bid was superior, while also threatening to submit a rival slate of directors at Warner Bros.' next annual meeting.

Warner Bros. dismissed the suit as "meritless."

Netflix said last week that it had begun engaging with regulatory authorities in the U.S. and Europe about approving the deal. Netflix has said it expects the deal to take 12 to 18 months to close.

The deal is expected to face significant regulatory hurdles in Washington and in Europe, and the Trump administration has said that it intends to scrutinize the transaction.

Investors have been skeptical about the merger, given its high price and concerns about the direction of the film and television industries, sending Netflix shares to an eight-month low.

Paramount, which had triggered the sales process with an unsolicited offer for Warner Bros. late last year, had been considered to have a leg up given the Ellisons' close ties with the Trump administration. An earlier proposal included financing from Trump's son-in-law, Jared Kushner, although he later pulled out of the deal.

-Lukas I. Alpert

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01-13-26 1732ET