Netflix amends Warner Bros. Discovery deal to all-cash structure
Netflix Inc. (NASDAQ: NFLX) and Warner Bros. Discovery amended their merger agreement to an all-cash transaction valued at $27.75 per Warner Bros. Discovery share, according to a press release from the companies.
The revised structure maintains the same valuation as the original agreement while providing Warner Bros. Discovery stockholders with cash consideration instead of a mixed payment structure. Warner Bros. Discovery stockholders will also receive shares of Discovery Global following its planned separation from the company.
Netflix will finance the transaction through cash on hand, available credit facilities and committed financing. The amendment was unanimously approved by both companies' boards of directors.
The change enables Warner Bros. Discovery stockholders to vote on the transaction by April 2026, according to the announcement. Warner Bros. Discovery filed a preliminary proxy statement with the Securities and Exchange Commission on the same day as the announcement.
"The all-cash transaction provides enhanced certainty around the value WBD stockholders will receive at closing, eliminating market-based variability," the companies stated in their joint announcement.
Warner Bros. Discovery plans to separate into two publicly traded companies before the Netflix acquisition closes. This separation is expected to be completed within six to nine months, prior to the proposed Netflix transaction.
The transaction remains subject to completion of the Discovery Global separation, regulatory approvals, Warner Bros. Discovery stockholder approval and other customary closing conditions. Both companies have submitted Hart-Scott-Rodino filings and are engaging with competition authorities including the U.S. Department of Justice and European Commission.
The companies expect the transaction to close 12-18 months from when they originally entered into their merger agreement. The financing structure does not require review by the Committee on Foreign Investment in the United States.
