Netflix poised to convert Warner Bros. Discovery bid to all-cash offer
Netflix is preparing to change its $27.75-per-share acquisition proposal to an all-cash deal, moving away from its original cash-and-stock structure.
January 13, 2026
Netflix is preparing to convert its bid for Warner Bros. Discovery into an all-cash offer, according to people familiar with the matter. The streaming giant's board has not yet approved the move, but the shift is described as all but certain.
The original proposal valued the deal at $27.75 per share and consisted of $23.25 in cash and $4.50 in Netflix stock. Under that structure, Warner Bros. Discovery shareholders would receive ordinary Netflix shares, with certain adjustments if Netflix stock fell below $97.91 per share.
Netflix initiated its bid for Warner Bros. Discovery in October. Since then, Netflix shares have declined approximately one-quarter of their value. On Tuesday, Netflix stock traded at $89.07 in New York, below the protective threshold outlined in the original offer.
The decision to move to a 100 percent cash offer, rather than the original 85-15 cash-stock split, stems from investor concerns about the stock portion of the bid. Investors have expressed anxiety over the declining share price and its effect on the deal's terms.
Netflix has not indicated plans to increase the overall offer price, according to sources. The deal continues to depend on the uncertain value of a separate sale of Warner Bros. Discovery's cable properties, which include CNN, TNT, and Discovery Inc.
The conversion to an all-cash structure could trigger a competitive bidding situation. Paramount Global and Skydance, the mid-sized media company controlled by independent film producer David Ellison, his father billionaire Oracle co-founder Larry Ellison, and RedBird Capital, have also submitted a proposal for Warner Bros. Discovery. An all-cash Netflix offer could prompt Paramount Skydance to submit a new counteroffer.
Warner Bros. Discovery shareholders remain divided over which acquisition proposal is preferable. The shift to all-cash terms is intended to accelerate a sale process that is expected to take months to complete. The transaction has faced opposition from both political figures and from Paramount, Netflix's competitor in the media and streaming sectors.