Netflix has just made the kind of move that usually only happens in prestige drama finales: it has tabled a revised, all-cash offer for large parts of Warner Bros. Discovery in the second round of closed-door negotiations that restarted in late November 2025.
According to multiple sources close to the talks, the new term sheet explicitly states that Netflix is prepared to pay in cold, hard U.S. dollars, no stock, no earn-outs, no complex paper, just wire transfers. That single clause is seismic. In an era when almost every mega-deal (Microsoft-Activision, Adobe-Figma, even Paramount’s various dance partners) has been structured around stock consideration to bridge valuation gaps, Netflix’s willingness to open its $28 billion cash hoard signals both confidence and urgency.
Warner Bros. Discovery CEO David Zaslav has repeatedly told his board and largest shareholders that he will only sell at a price that reflects “full embedded value,” a number his camp continues to circle around $30 per share, roughly $62–64 billion in enterprise value after debt. That would represent a 25 % premium to the current stock price of ~$24 and a staggering 90 % premium to the 52-week low of $15.80 hit in September 2025.
Netflix is highly unlikely to write a check that size for the entire company.
Instead, the current proposal is understood to be a carve-out structure that would let Netflix cherry-pick the crown jewels while leaving the rest of the troubled WBD empire behind:
- Max streaming platform (currently 110 million subscribers worldwide);
- HBO original programming pipeline;
- DC Studios (Superman, The Batman, Joker franchises);
- Warner Bros. Pictures film slate through 2032;
- A non-exclusive long-term output deal for new theatrical releases;
- Turner classic movie library and certain cable networks (TNT, TBS, Discovery Channel) as optional add-ons.
Insiders estimate the targeted asset bundle could be acquired for $38–45 billion in cash, a price that would still represent the largest pure-cash acquisition in media history and instantly make Netflix the undisputed owner of the two most prestigious brands in prestige television (Netflix Originals + HBO).
The math for Netflix is surprisingly workable. The company ended Q3 2025 with $9.6 billion in cash and generates roughly $7–8 billion in annual free cash flow.
A $40 billion deal could be funded with existing cash, a modest amount of debt (Netflix’s balance sheet remains investment-grade), and the remainder from forward free-cash-flow commitments.
More importantly, adding Max’s 110 million subscribers would push Netflix past 390 million global accounts overnight, creating an almost unassailable scale advantage at the exact moment Disney+ and Prime Video are slowing growth.
For Warner Bros. Discovery, an all-cash exit, even a partial one, would be a lifeline. The company is carrying $39 billion in net debt, faces $4.5 billion in annual interest expenses, and has watched its linear networks lose 18 % of affiliate revenue in the last 12 months alone.
Selling the premium assets to Netflix at a healthy multiple would allow Zaslav to pay down debt, keep CNN and the sports rights (TNT Sports), and potentially return capital to shareholders, all while claiming he extracted full value.
Also read:
- Investors Balk at Netflix's Hollywood Gamble: Warner Bros. Discovery Buyout Rumors Spark Stock Sell-Off
- Let the "Hunger Games" Begin: Paramount, Netflix, and Comcast Throw Down the Gauntlet in Warner Bros. Discovery Bidding War
- Warner Bros. Discovery Hikes HBO Max Prices While Putting Itself Up for Sale: A Desperate Bid for Survival?
Wall Street has already started pricing in a deal. WBD shares jumped 9 % in after-hours on the day the all-cash clause leaked, and Netflix dipped only 2 %, suggesting investors believe the strategic logic outweighs the balance-sheet hit.
Nothing is signed, and antitrust scrutiny would be ferocious, but for the first time in years, Warner Bros. Discovery has a bidder who can actually write the check today, in cash, no questions asked. In an industry that runs on hope and stock certificates, that suddenly feels like the most powerful currency of all.
