Netflix, Warner Bros. Discovery Amend Merger Deal to All-Cash Transaction

Netflix, Inc. (“Netflix”) and Warner Bros. Discovery, Inc. (“WBD” or “Warner Bros. Discovery”) have announced an amendment to their definitive agreement for Netflix’s proposed acquisition of Warner Bros., converting the deal into a fully all-cash transaction. The updated structure streamlines the deal, offers stronger value certainty for WBD shareholders, and speeds up the process toward a shareholder vote.

Under the revised terms, the all-cash consideration remains valued at $27.75 per WBD share, unchanged from the earlier structure. In addition, WBD shareholders will continue to receive the added value of shares in Discovery Global following its separation from WBD. The acquisition will be funded through a mix of available cash, existing credit facilities, and committed financing.

The amended structure improves execution clarity, aligns with Netflix’s disciplined capital allocation approach, and delivers clear advantages, including:

• Enhanced Value Certainty: The all-cash format provides greater assurance on the value WBD shareholders will receive at closing, removing exposure to market fluctuations.
• Accelerated Stockholder Vote: The revised structure is expected to allow WBD shareholders to vote on the transaction by April 2026. Supporting this faster timeline, WBD has filed its preliminary proxy statement with the SEC.

Netflix’s strong cash flow supports the shift to an all-cash transaction while maintaining balance sheet strength and flexibility for future strategic initiatives. “Today’s revised merger agreement brings us closer to uniting two of the world’s most powerful storytelling companies and ensuring even more audiences enjoy the entertainment they love,” said David Zaslav, President and CEO of Warner Bros. Discovery. “By joining with Netflix, we are combining Warner Bros.’ century-long storytelling legacy with a platform built for the future.”

“The WBD Board continues to unanimously support and recommend this transaction, and we believe it delivers the strongest outcome for stockholders, consumers, creators, and the broader entertainment ecosystem,” said Ted Sarandos, co-CEO of Netflix. “The updated all-cash agreement enables a faster path to a shareholder vote and provides clear financial certainty at $27.75 per share in cash, along with the value from the planned Discovery Global separation. Together, Netflix and Warner Bros. will expand choice, enhance value for audiences worldwide, and significantly boost U.S. production capacity and original content investment.”

Greg Peters, co-CEO of Netflix, added, “Over the past decade, Netflix has consistently grown and invested in film and television globally, even as much of the industry contracted. This transaction will further accelerate that investment. The amended agreement reinforces our belief that this deal delivers superior shareholder value while remaining pro-consumer, pro-creator, and pro-growth. It provides WBD shareholders with speed and certainty, while allowing Netflix to maintain a strong balance sheet and investment-grade profile.”

“Our revised agreement reflects the Board’s unwavering commitment to advancing stockholder interests,” said Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors. “Moving to an all-cash structure enhances certainty while allowing stockholders to benefit from Discovery Global’s future value and global brand strength. We look forward to continued engagement with investors as we move toward a shareholder vote on an accelerated timeline.”

As previously disclosed, WBD will separate Warner Bros. and Discovery Global into two independently listed public companies. This separation is expected to be completed within six to nine months, ahead of the closing of the proposed Netflix–Warner Bros. transaction.

The amended all-cash deal has received unanimous approval from the Boards of Directors of both Netflix and WBD. Completion remains subject to the Discovery Global separation, regulatory approvals, WBD shareholder approval, and other customary closing conditions. The financing structure is not subject to review by the Committee on Foreign Investment in the United States (CFIUS).

Netflix and WBD have filed their Hart-Scott-Rodino (HSR) notifications and are actively engaging with competition authorities, including the U.S. Department of Justice and the European Commission. Both companies reiterated their commitment to working closely with regulators and stakeholders to ensure a smooth completion of the transaction, which is expected to close within 12–18 months from the date the original merger agreement was signed.