Netflix and WBD amend agreement to all-cash deal at $27.75 per share

Netflix Inc. and Warner Bros. Discovery Inc. have amended their merger agreement to an all-cash transaction, maintaining the $27.75 per share valuation while accelerating the timeline for stockholder approval.

The revised structure eliminates the mixed cash-and-stock format of the original deal announced previously. WBD stockholders will receive $27.75 in cash per share plus additional value from shares of Discovery Global following its planned separation from WBD.

Netflix will finance the transaction through cash on hand, available credit facilities and committed financing. The company stated the all-cash structure aligns with its capital allocation framework while preserving balance sheet flexibility.

The amendment enables WBD stockholders to vote on the transaction by April 2026, according to the companies. WBD filed its preliminary proxy statement with the Securities and Exchange Commission on Monday to support this accelerated timeline.

WBD plans to separate Warner Bros. and Discovery Global into two publicly traded companies within six to nine months, prior to the Netflix acquisition closing. The separation will allow WBD stockholders to retain ownership in Discovery Global while receiving cash for their Warner Bros. stake.

"The all-cash transaction provides enhanced certainty around the value WBD stockholders will receive at closing, eliminating market-based variability," the companies stated.

Both companies' boards unanimously approved the amended agreement. The transaction remains subject to Discovery Global separation completion, regulatory approvals, WBD stockholder approval and customary closing conditions.

Netflix and WBD 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 their original merger agreement date.

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