La elección de Netflix para WBD: ¿Una subvaluación táctica o una estrategia defensiva?

The core event is clear. On Wednesday, the Warner Bros. Discovery board delivered its third consecutive unanimous rejection of Paramount Skydance's hostile tender offer, calling it "inferior." This time, the board stood firm even after Paramount sweetened its proposal in late December, guaranteeing the backing of billionaire Larry Ellison and matching Netflix's termination fee. The board's letter framed the revised $30-per-share, all-cash bid as the largest LBO in history, laden with risks that would fall on WBD shareholders if financing collapsed.

This creates the central tactical question. Is the board's defensive stand a prudent protection of shareholder value, or does it represent a missed opportunity that the market is now pricing in? The immediate market reaction suggests the latter. On the news, WBD shares rose 2%, a clear vote of confidence in the Netflix path. Yet Netflix stock itself remains under pressure, having tumbled roughly 27% since hitting a peak in late June 2025. This divergence is the setup.

The thesis is that the board's choice creates a temporary mispricing. For now, WBD's stock is being bid up on the certainty of the Netflix deal, while Netflix's stock is being punished for the near-term execution risk and debt burden of that same acquisition. The long-term value for all parties hinges on two things: the successful execution of the Netflix deal and the very real risk of a renewed bidding war. The board has chosen a clear path, but it has not closed the door on a higher offer.

The Mechanics: Why Netflix's Deal Looks "Superior"

The board's preference isn't just a gut feeling; it's built on three concrete financial and structural advantages. The first is the debt burden. Paramount's revised offer would leave the combined entity with more than $50 billion in incremental debt. This is a leveraged buyout structure that relies on borrowed funds, a process the board explicitly likens to a leveraged buyout that poses materially more risk for shareholders. In contrast, Netflix's financing is seen as more conventional and solid, avoiding that massive new debt load.

Second, there's the path to closing. The board frames Netflix's proposal as a "clear path to closing" with protections. Paramount's hostile tender offer, by contrast, is viewed as lacking certainty. The board's letter highlights the possibility of the whole takeover plan falling apart, a risk that is inherent in a complex, multi-partner financing deal for a smaller acquirer. Netflix's deal, already agreed upon, offers a more predictable runway.

Third, the asset scope matters. The Netflix deal is for the core studio and streaming business, Warner Bros. and HBO (but not CNN or other cable assets). This creates a cleaner, more focused acquisition. Paramount's offer, however, is for the entire company, including CNN and other cable channels. These assets are set to break off into a new, publicly traded company called Discovery Global later this year. The board's view is that this separation adds complexity and may dilute the value of the combined entity. For now, the board argues Netflix's conventional structure and cleaner asset focus provide a superior, less risky path forward.

The Immediate Risk/Reward Setup

The board's stance has created a clear, high-stakes setup for the near term. For WBD shareholders, the immediate catalyst is the potential for a bidding war. Analysts suggest a bid above $34 per share would be needed to change the board's mind, a significant premium to Paramount's current offer. With only about 500,000 shares tendered so far, far below the 50% threshold needed for Paramount's tender offer to proceed, the company is in a precarious position. The shareholder vote deadline is January 21. Paramount must either raise its bid or risk losing the deal entirely as the clock ticks down. For now, WBD is the primary beneficiary of any renewed aggression, as its stock has already shown it can pop on the certainty of the Netflix path.

For Netflix, the setup is a valuation trap. Its stock has fallen roughly 27% since hitting a peak in late June 2025, a steep drop that reflects market skepticism over the deal's execution and debt load. Yet the studio assets it's acquiring are the core of the value proposition. The key near-term catalyst is the successful integration of Warner Bros. and HBO. If Netflix can demonstrate it will hit its projected $2 billion to $3 billion in annual cost synergies by year three, the market may eventually re-rate the stock higher. For now, the selloff appears to be pricing in near-term risk, not long-term upside.

Paramount's position is the most precarious. It has chosen to stand pat at $30 per share, a move that has been met with a firm board rejection. The company's argument that its offer is superior hinges on a cleaner path to completion and the value of CNN and other cable assets. But with its tender process stalled and the shareholder vote looming, Paramount is running out of time. It must either raise its bid to clear the $34 threshold analysts cite or accept that the deal is dead. The current stalemate leaves it exposed to further pressure as the Netflix deal, however risky, moves forward.

Catalysts and Watchpoints

The current setup hinges on a few critical events and metrics. The immediate catalyst is the January 21 shareholder vote on Paramount's tender offer. The board has already advised rejection, but the outcome depends on investor sentiment. With only about 500,000 shares tendered so far, far below the 50% threshold needed for the deal to proceed, the vote is the make-or-break event. A low acceptance rate would force Paramount to raise its bid to clear the $34 per share threshold analysts cite, potentially reigniting a bidding war and further boosting WBD's stock. A high acceptance rate, however, would validate the board's stance and cement the Netflix path.

Regulatory developments add a layer of uncertainty. President Trump has publicly questioned the Netflix deal's antitrust implications, a move that could prolong the approval process. Both transactions are expected to take up to 18 months to close, but regulatory scrutiny is a wildcard. Paramount has argued it has a better chance at clearance, suggesting the current uncertainty may be a temporary overhang for Netflix.

For Netflix, the watchpoint is integration. The stock's steep 27% decline since late June 2025 reflects market skepticism over execution. Success in integrating Warner Bros. and HBO, and hitting its projected $2 billion to $3 billion in annual cost synergies by year three, is the key to re-rating the stock higher. Failure to demonstrate progress would validate the current pessimism. The timeline is critical: WBD is moving ahead with a planned spinoff of its linear television business into a separate public company called Discovery Global in the third quarter of 2026. This separation will be a major operational milestone for Netflix, which must manage the integration while navigating the regulatory clock.

The bottom line is that the status quo is fragile. The January 21 vote is the first major test. If it fails, the bidding war could correct the mispricing. If it succeeds, the focus shifts entirely to Netflix's ability to deliver on its integration promises within the extended regulatory timeline.