Netflix’s All-Cash Warner Gambit Faces Earnings Squeeze and Bidder Rivalry

Netflix's all-cash Warner Bros. bid gains board backing amid earnings showing slowing growth, pitting it against Paramount Skydance's hostile offer. Regulatory hurdles under Trump loom large as the streaming giant seeks vital content scale.
Netflix’s All-Cash Warner Gambit Faces Earnings Squeeze and Bidder Rivalry
Written by Zane Howard

Netflix’s aggressive push to acquire Warner Bros. Discovery’s studios and streaming assets took a sharper edge this week with an all-cash bid, just as its latest earnings revealed mounting pressures on growth and costs. The streaming leader amended its offer to $27.75 a share in cash, securing unanimous board support at Warner Bros. Discovery, according to Reuters. This move aims to sideline rival bidder Paramount Skydance, whose $108 billion hostile offer for the entire company has been repeatedly dismissed by Warner as inadequate.

Warner Bros. Discovery’s board favors Netflix’s proposal over Paramount’s, citing superior value for its film and streaming operations while spinning off cable networks, as reported by the BBC. Paramount Skydance, backed by billionaire Larry Ellison with a $40 billion guarantee, insists its $30-per-share bid trumps Netflix’s, arguing Warner’s cable spinoff holds little worth, per Reuters. The contest escalates amid Warner’s plan for a shareholder vote by April.

Streamer’s Solid Core Masks Acceleration Hurdles

Netflix’s fourth-quarter results underscored why it craves Warner’s content trove: revenue rose 16% last year, but the company forecasts just 13% growth in 2026 at the midpoint, as detailed in the Wall Street Journal. Shares dipped after free cash flow guidance of $11 billion fell short of the $12.1 billion analysts expected via Visible Alpha estimates. Subscriber base tops 325 million globally, yet engagement slipped in late 2025 from reduced third-party licensing, per Netflix’s shareholder letter.

Luminate data shows Netflix’s U.S. original content viewing share dipped below 60% in 2025, its lowest, signaling intensifying rivalry from Disney, Amazon and others. Live sports forays, like upcoming NFL rights, inflate expenses, making Warner’s franchises—Harry Potter, DC—vital for retention without price hikes that could invite antitrust flags during review.

Bidder Clash Sharpens on Debt and Value

Netflix’s shift to all-cash eliminates stock volatility concerns after its shares plunged over 30% in three months, bolstering its position versus Paramount’s debt-heavy full-company play, notes the New York Times. Warner urged shareholders to reject Paramount’s bid, calling it inferior despite Ellison’s backing, according to The Guardian.

Paramount Skydance hiked its offer to $22 per share with 67% cash in September 2025, but Warner refused amid plans to split into Streaming & Studios (Warner Bros.) and Global Linear Networks (Discovery Global) by 2026, as outlined on Wikipedia. Netflix’s deal targets only the prized studios and Max streaming, dodging cable’s decline.

Regulatory Gauntlet Looms Large

A merged Netflix-Warner faces intense antitrust review, potentially stretching into 2027, with President Trump’s personal interest in Warner’s path and ties to Ellison adding unpredictability. Bernstein analyst Laurent Yoon warned price increases could undermine pro-consumer claims to regulators, cited in the Wall Street Journal. The deal’s structure—carving out linear TV—might ease some concerns but not all, given Netflix’s dominance.

Congressional hearings highlighted risks to journalism from consolidation, per The Guardian. Warner expects regulatory nods, but Trump’s administration could pivot on media policy. Netflix’s adaptation history—from DVDs to streaming—offers optimism, yet investors remain wary of studio baggage like theatrical volatility.

Strategic Fit Amid Content Hunger

Warner assets would supercharge Netflix’s originals pipeline, countering engagement dips and sports spend. Posts on X from Netflix tout live sports podcasts like ‘The White House with Michael Irvin’ and hits like ‘Single’s Inferno’ Season 5, reflecting diversification. Yet, growth slowdown demands Warner’s IP to sustain 325 million users without over-relying on hikes.

Paramount’s full buyout promises scale against Netflix, Disney and Amazon but saddles debt, as Warner sources told Reuters. Netflix’s leaner approach aligns with its pure-streaming ethos, potentially yielding synergies in production and distribution.

Investor Calculus and Endgame Paths

Markets react coolly: Netflix shares slipped post-earnings, questioning if Warner integration justifies premiums amid 13% growth outlook. Paramount persists, but Warner’s board tilt and vote timeline crimp its proxy fight odds. A Britannica Money analysis frames it as a battle for Hollywood supremacy, with Netflix leading.

Ultimately, the all-cash pivot and earnings context position Netflix strongly, but regulatory and integration risks persist. Industry watchers eye April’s vote as pivotal, with Trump’s orbit a wildcard in this high-stakes media merger saga.

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