Netflix Switches to All-Cash Bid to Secure Warner Bros. Discovery Deal

- Netflix wants to look convincing to WBD's shareholders and is offering to pay in all cash ($27.75 per share for $72 billion). - Paramount is threatening a proxy fight to replace WBD's board with loyalists. - WBD's CEO David Zaslav says that the vote on the deal will likely happen in the spring.

Adepu Bindu

21 Jan 2026 — 3 min read

Netflix Switches to All-Cash Bid to Secure Warner Bros. Discovery Deal

Netflix is doing everything it can to get the Warner Bros. Discovery (WBD) deal signed in its name. On the outside, it's clear now that the WBD's board is all in favour of Netflix; however, there's a catch. Despite WBD's advice (to strongly agree with Netflix's deal), shareholders could still side with Paramount's all-cash deal. That's the reason why Netflix has now stepped up with a revised all-cash pay deal. Earlier, it made a deal combining cash and Netflix shares to buy WBD. So, why and how will Netflix’s new offer help WBD? Does Paramount have plan B after this? For all that, learn more.

Why Netflix’s New Offer Helps Warner Bros. Discovery?

With the revised offer, Netflix will now pay in all cash. Therefore:

It makes the deal simpler.
Gives shareholders clear value (no need to worry about Netflix stock prices changing).
Paying in cash closes the deal sooner, and it already has all the cash.
The offer makes it easier and faster for WBD to vote on the deal.

Here's what will happen next...

WBD will pass a review by the U.S. Securities and Exchange Commission (SEC). Next, WBD will hold a special shareholder vote. And CEO David Zaslav expects this vote to happen in the spring this year. Hence, the shareholder will decide whether it's a Netflix deal or a Paramount deal.

What Is Paramount Doing at the Same Time?

Paramount is trying every way to take over all of WBD. It has already started buying its shares directly and has openly threatened a proxy fight (to replace the WBD's board that is loyal to Paramount). The CEO, David Ellison, says that its channels, such as CNN, have no real value (citing the company's split).

Comparison of Revised Netflix vs Paramount Offers

Aspect	Netflix Offer	Paramount Offer
Type of bid	A friendly deal, agreed with WBD.	A hostile takeover attempt.
Payment method	100% cash	100% cash
Price per WBD share	$27.75 per share	$30 per share
What is being bought	Warner Bros. movie studio + HBO + streaming assets.	Entire Warner Bros. Discovery
Structure after the deal	WBD splits into two companies: • Warner Bros. (goes to Netflix) • Discovery Global (TV channels like CNN)	No split proposed; Paramount wants full control.
View on TV channels (CNN, etc.)	Seen as valuable via Discovery Global’s future potential.	Claims channels have little or no equity value at all.
Board support	Supported by WBD’s board and CEO.	Rejected by WBD (twice already in just a month span). • A lot of debt will have to be involved in the deal. • And the terms of the deal weren’t clear enough (with regard to what if the deal doesn’t get through).
Legal action	None. As the WBD sees the deal as safe with less legal trouble.	Filed a lawsuit in Delaware seeking more valuation details (the court rejected fast-tracking for the same).
Next step	Shareholder vote expected in spring (after SEC review). And WBD urged the shareholders to support the deal.	There is a threatened proxy fight to replace the WBD board, and it is less likely to happen. • Trying to buy WBD shares directly.

Final Thoughts...

Deciding on this deal is reaching the final stages, and spring will reveal the new owner of WBD. Netflix still has the upper hand so far, yet we can say it's not over yet. Paramount may try to get back in the game. Let's wait and see.