Netflix revises Warner Bros. Discovery deal to All-Cash, targets April shareholder vote

New Delhi: Netflix has amended its agreement to acquire Warner Bros. Discovery, shifting the deal to an all-cash transaction in a move aimed at increasing value certainty for WBD shareholders and speeding up the approval process.

Under the revised structure, Netflix will pay $27.75 per WBD share in cash, unchanged from the earlier deal terms. In addition, WBD shareholders will receive shares of Discovery Global following its planned separation from Warner Bros. Discovery. The transaction will be financed through a mix of Netflix’s cash reserves, available credit facilities and committed financing.

“Today’s revised merger agreement brings us even closer to combining two of the greatest storytelling companies in the world and with it even more people enjoying the entertainment they love to watch the most,” said David Zaslav, President and CEO of Warner Bros. Discovery. 

“By coming together with Netflix, we will combine the stories Warner Bros. has told that have captured the world’s attention for more than a century and ensure audiences continue to enjoy them for generations to come."

The move simplifies the transaction structure and removes market-linked volatility, providing shareholders with greater certainty on the value they will receive at closing. The revised agreement is also expected to accelerate the timeline for a shareholder vote, with WBD indicating that the vote could take place as early as April 2026. To support this faster schedule, Warner Bros. Discovery filed a preliminary proxy statement with the US Securities and Exchange Commission on Tuesday.

“Our revised all-cash agreement will enable an expedited timeline to a stockholder vote and provide greater financial certainty at $27.75 per share in cash, plus the value from the planned separation of Discovery Global. The acquisition will also significantly expand U.S. production capacity and investment in original programming, driving job creation and long-term industry growth,” said Ted Sarandos, co-CEO of Netflix. 

Netflix executives said the all-cash structure reflects the company’s strong cash flow generation and disciplined capital allocation strategy, while maintaining balance sheet flexibility and investment-grade credit ratings.

“By amending our agreement today, we are underscoring what we have believed all along: not only does our transaction provide superior stockholder value, it is also fundamentally pro-consumer, pro-innovation, pro-creator and pro-growth. Our revised all-cash agreement demonstrates our commitment to the transaction with Warner Bros. and provides WBD stockholders with an accelerated process and the financial certainty of cash consideration, while maintaining our commitment to a healthy balance sheet and our solid investment grade ratings. We will continue to work closely with WBD to successfully complete the transaction as we remain focused on our mission to entertain the world and, together, define the next century of storytelling,” said Greg Peters, co-CEO of Netflix. 

As previously announced, Warner Bros. Discovery plans to separate Warner Bros. and Discovery Global into two independent publicly traded companies. The separation is expected to be completed within six to nine months and must occur before the Netflix transaction can close.

The amended agreement has been unanimously approved by the boards of both companies. Completion of the deal remains subject to the Discovery Global separation, regulatory approvals, approval by WBD shareholders and other customary closing conditions. The financing structure will not require review by the Committee on Foreign Investment in the United States.

Netflix and Warner Bros. Discovery have submitted filings under the Hart-Scott-Rodino Act and are engaging with competition authorities, including the US Department of Justice and the European Commission. The companies said they continue to work closely with regulators and stakeholders and expect the transaction to close within 12 to 18 months from the date of the original merger agreement.

“Our amended agreement with Netflix is a testament to the Board’s unrelenting focus on representing and advancing our stockholders’ interests,” said Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors. “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. We look forward to continuing to engage with our investors about the compelling benefits of the transaction as we progress toward our stockholder vote on an accelerated timeline.”