Netflix and Warner Bros. Discovery have amended their definitive merger agreement, converting Netflix’s pending acquisition of Warner Bros. Discovery into an all-cash transaction, a move designed to increase value certainty for WBD stockholders and speed up the shareholder approval process.
Under the revised structure, the transaction value remains unchanged at $27.75 per WBD share. In addition to the cash consideration, WBD stockholders will also receive the added value of shares in Discovery Global following its planned separation from Warner Bros. Discovery. The acquisition will be funded through a combination of Netflix’s cash on hand, available credit facilities and committed financing.
The companies said the all-cash structure removes market-related variability, offering clearer visibility on value at closing. The revised agreement is also expected to accelerate the timetable for a WBD stockholder vote, which is now anticipated by April 2026. To support the faster timeline, Warner Bros. Discovery has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission.
Netflix said its strong cash flow generation enables the shift to an all-cash structure while maintaining balance-sheet flexibility and capacity to pursue future strategic priorities.
“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.”
Ted Sarandos, co-CEO of Netflix, said the company’s board continues to unanimously support the transaction. “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,” he said. “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 U.S. production capacity and investment in original programming, driving job creation and long-term industry growth.”
Greg Peters, co-CEO of Netflix, said the amended agreement underscores the company’s long-term strategy. “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 U.S. and abroad. This transaction will further fuel that growth and investment,” he said. “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, said the amended agreement reflects the board’s focus on shareholder interests. “Our amended agreement with Netflix is a testament to the Board’s unrelenting focus on representing and advancing our stockholders’ interests,” he said. “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. That separation is expected to be completed within six to nine months and before the closing of the proposed Netflix–Warner Bros. transaction.
The amended all-cash deal has been unanimously approved by the boards of both companies. Completion remains subject to the Discovery Global separation, regulatory approvals, approval by WBD stockholders and other customary closing conditions. The financing structure is not subject to review by the Committee on Foreign Investment in the United States.
Netflix and Warner Bros. Discovery have submitted their Hart-Scott-Rodino filings and are engaging with competition authorities, including the U.S. Department of Justice and the European Commission. The companies said they remain committed to working closely with regulators and stakeholders as the process continues. As previously disclosed, the transaction is expected to close 12 to 18 months from the date the original merger agreement was signed.
Moelis & Company is serving as Netflix’s financial advisor, with Skadden, Arps, Slate, Meagher & Flom acting as legal counsel. Wells Fargo is also advising Netflix and, alongside BNP and HSBC, serving as lead arranger for the related debt financing. Warner Bros. Discovery is being advised by Allen & Company, J.P. Morgan and Evercore, with legal counsel from Wachtell, Lipton, Rosen & Katz and Debevoise & Plimpton.
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