The transaction will be financed through a combination of cash on hand, available credit facilities and committed financing.
Netflix and Warner Bros. Discovery have revised the terms of their definitive merger agreement, converting Netflix’s pending acquisition of Warner Bros. Discovery into an all-cash transaction. The updated structure is designed to simplify the deal, increase certainty for Warner Bros. Discovery shareholders, and accelerate the timeline toward a shareholder vote.
Under the amended agreement, the transaction remains valued at $27.75 per Warner Bros. Discovery share, unchanged from the original terms. In addition to the cash consideration, shareholders will also receive the added value of shares in Discovery Global following its planned separation from Warner Bros. Discovery. Netflix said the acquisition will be funded through a mix of cash on hand, existing credit facilities, and committed financing.
The shift to an all-cash structure removes market-related uncertainty around valuation and is expected to speed up the approval process. Warner Bros. Discovery anticipates that shareholders will be able to vote on the transaction by April 2026, supported by the filing of a preliminary proxy statement with the US Securities and Exchange Commission. Netflix said its strong cash flow supports the revised structure while allowing it to maintain balance sheet flexibility and pursue future strategic priorities.
David Zaslav, President and CEO of Warner Bros. Discovery, said: “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. 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.”
Ted Sarandos, co-CEO of Netflix, added: “The WBD Board continues to support and unanimously recommend our transaction, and we are confident that it will deliver the best outcome for stockholders, consumers, creators and the broader entertainment community. 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. Together, Netflix and Warner Bros. will deliver broader choice and greater value to audiences worldwide, enhancing access to world-class television and film both at home and in theaters. The acquisition will also significantly expand US production capacity and investment in original programming, driving job creation and long-term industry growth.”
Greg Peters, co-CEO of Netflix, stated: “Over the last decade, when much of the entertainment industry has contracted, Netflix has grown and invested tremendously in the business of film and television in the US and abroad. This transaction will further fuel that growth and investment. 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.”
Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors, commented: “Our amended agreement with Netflix is a testament to the Board’s unrelenting focus on representing and advancing our stockholders’ interests. 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.”
As previously announced, Warner Bros. Discovery plans to separate Warner Bros. and Discovery Global into two publicly traded companies, a process expected to be completed within six to nine months and prior to the closing of the Netflix transaction. The amended all-cash deal has been unanimously approved by the boards of both companies and remains subject to regulatory approvals, Warner Bros. Discovery shareholder approval, completion of the Discovery Global separation, and other customary closing conditions.
Both companies have submitted filings under the Hart-Scott-Rodino Act and are engaging with competition authorities in the United States and Europe. Netflix and Warner Bros. Discovery said they will continue working closely with regulators and stakeholders, with the transaction still expected to close within 12 to 18 months from the date of the original merger agreement.
