Warner Bros + Netflix strike all-cash deal

Netflix previously offered to buy WBD for a cash-and-stock deal. However, a new offer was needed to counter rival bidder Paramount.

Netflix has offered to pay $27.75 per share, or $72B.

Netflix co-CEO Greg Peters said in a statement the revised agreement “demonstrates our commitment to the transaction” and accelerates the process for Warner shareholders.

Paramount continues to push its $77.9 billion hostile offer for Warner and has announced plans to pursue a proxy fight for board seats. Warner has argued that Netflix’s deal is more attractive because shareholders would retain ownership in the part of the company Netflix is not buying, preserving potential upside. Paramount has countered that it views that remaining business as having no value.

In its latest filing, Warner projected $17 billion in revenue and $5.4 billion in adjusted EBITDA (yuck) in 2026, declining to $15.6 billion in revenue and $3.8 billion in EBITDA (ugh kill me) by 2030. CNN was the only network with standalone projections, with revenue expected to grow from $1.8 billion this year to $2.2 billion in 2030, while adjusted EBITDA is forecast at roughly $600 million in 2030, about flat with today.

The revised deal also removes the share price collar that would have adjusted how much Netflix stock Warner shareholders received based on Netflix’s share price. Netflix stock is down about 15% since the deal was announced, though shares rose recently after reports that Netflix is considering an all-cash offer. Paramount’s attempt to force faster disclosure through a lawsuit was rejected by a judge, who ruled Paramount failed to show it would suffer irreparable harm.