Netflix and Warner Bros. Discovery announced they have amended their definitive agreement for Netflix’s pending acquisition of Warner Bros. Discovery, revising the deal to an all-cash structure while keeping the headline consideration unchanged at $27.75 per WBD share.
The companies said the updated structure is intended to increase value certainty for WBD stockholders by removing market-based variability and to speed the process toward a stockholder vote. WBD said it expects its stockholders to vote on the proposed transaction by April 2026, and disclosed that it has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission to support the accelerated timeline.
Under the revised terms, WBD stockholders would receive $27.75 per share in cash at closing and would also receive the additional value associated with shares of Discovery Global following its separation from WBD. The companies reiterated that WBD plans to separate Warner Bros. and Discovery Global into two publicly traded companies, with that separation expected to be completed in six to nine months and prior to the closing of the Netflix-WBD transaction.
Netflix announced that the transaction will be financed using a combination of cash on hand, available credit facilities, and committed financing. The companies added that the financing structure is not subject to review by the Committee on Foreign Investment in the United States.
Both boards unanimously approved the amended agreement. The transaction remains subject to completion of the Discovery Global separation, receipt of required regulatory approvals, approval of WBD stockholders, and other customary closing conditions. The companies said they have submitted Hart-Scott-Rodino filings and are engaging with competition authorities, including the U.S. Department of Justice and the European Commission.
As previously disclosed, the companies continue to expect the deal to close 12 to 18 months from the date they originally entered into the merger agreement.
Support: Moelis & Company is serving as Netflix’s financial advisor, with Skadden, Arps, Slate, Meagher & Flom as legal counsel. Wells Fargo is also advising Netflix and, along with BNP and HSBC, is serving as a lead arranger for debt financing related to the transaction. Allen & Company, J.P. Morgan and Evercore are serving as financial advisors to Warner Bros. Discovery, with Wachtell, Lipton, Rosen & Katz and Debevoise & Plimpton as legal counsel.
KEY QUOTES:
“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.”
David Zaslav, President and CEO, Warner Bros. Discovery
“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.”
Ted Sarandos, Co-CEO, Netflix
“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.”
Greg Peters, Co-CEO, Netflix
“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.”
Samuel A. Di Piazza, Jr., Chair, Warner Bros. Discovery Board of Directors
