Netflix Considers Amending Warner Bros. Deal to All-Cash Offer

Netflix is considering amending its deal for Warner Bros. Discovery’s studio and streaming assets to be all-cash as it looks to expedite its closing and fend off Paramount CEO David Ellison’s $108.4 billion hostile takeover bid, according to Bloomberg.

Under the current $82.7 billion deal, Warner Bros. shareholders are set to receive $23.25 in cash and $4.50 in Netflix stock, subject to a collar based on the stock’s 15-day volume weighted average price.

If Netflix stock falls below $97.91 per share, WBD shareholders would receive 0.0460 Netflix shares for each WBD share they own. Netflix closed at $90.32 per share on Wednesday after trading as low as $89.07 apiece.

Netflix declined to comment. Representatives for Warner Bros. Discovery did not immediately return TheWrap’s request for comment.

On Monday, Paramount CEO David Ellison sued in the Delaware Court of Chancery, seeking to extract more information about how Warner Bros. Discovery’s board came to the conclusion that Netflix’s deal was superior to its tender offer.

It also threatened to launch a proxy battle, in which it would attempt to install a new board of directors at Warner Bros. Discovery’s 2026 annual meeting in order to get the company to engage further with its offer and propose amending the company’s bylaws to require shareholder approval of its separation of Discovery Global slated for the third quarter of 2026.

A threshold of just 20% of WBD shareholders who have held the stock for at least a year are needed in order to call a special meeting before then.

Paramount has submitted a total of eight bids for all of Warner Bros. Discovery, including an amended offer that included a “irrevocable personal guarantee” from Oracle co-founder and the world’s fourth richest man Larry Ellison and a $5.8 billion break-up fee.

But Warner Bros. board has continued to reject the Ellisons, arguing that its bid offers “insufficient value” and “significant costs, risks and uncertainties.” It also has said that the bid is “inadequate” and “inferior” when compared to Netflix and that there’s a “lack of certainty” in Paramount’s ability to complete the offer.

“Despite six weeks and just as many press releases from Paramount Skydance, it has yet to raise the price or address the numerous and obvious deficiencies of its offer. Instead, Paramount Skydance is seeking to distract with a meritless lawsuit and attacks on a board that has delivered an unprecedented amount of shareholder value,” A Warner Bros. Discovery spokesperson told TheWrap on Monday. “In spite of its multiple opportunities, Paramount Skydance continues to propose a transaction that our board unanimously concluded is not superior to the merger agreement with Netflix.”

Paramount’s tender offer is currently set to expire on Jan. 21 at 5 p.m. ET, barring no extension.

More to come…

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