“By transitioning to all-cash consideration, we can now deliver the incredible value of our combination with Netflix at even greater levels of certainty, while providing our stockholders the opportunity to participate in management’s strategic plans to realize the value of Discovery Global’s iconic brands and global reach,” Warner Bros. Discovery board Chairman Samuel Di Piazza Jr. said in today’s press release.
Netflix is more likely to complete the deal, firms argue
Paramount also made an all-cash offer, but the Warner Bros. board called the Paramount bid “illusory” because it requires an “extraordinary amount of debt financing” and other terms that allegedly make it less likely to be completed than a Netflix merger.
Paramount “is a $14B market cap company with a ‘junk’ credit rating, negative free cash flows, significant fixed financial obligations, and a high degree of dependency on its linear business,” while Netflix has “market capitalization of approximately $400 billion, an investment grade balance sheet, an A/A3 credit rating and estimated free cash flow of more than $12 billion for 2026,” Warner Bros. told shareholders.
Warner Bros. and Netflix today continued to tout Netflix’s strong financial position and its ability to close the deal. “Netflix’s strong cash flow generation supports the revised all-cash transaction structure while preserving a healthy balance sheet and flexibility to capitalize on future strategic priorities,” the joint press release said.
The Wall Street Journal explained that the new “deal structure does away with a so-called collar, a mechanism meant to protect shareholders from large swings in an acquirer’s share price between the time when a deal is announced and when it closes. If Netflix shares dipped below $97.91, Warner shareholders were to get a larger portion of Netflix shares as part of the deal. If they rose above $119.67, shareholders would have received a smaller portion.”