Netflix amends Warner Bros merger agreement to all-cash deal

Netflix and Warner Bros. Discovery have amended their definitive merger agreement, converting Netflix’s proposed acquisition of Warner Bros. into an all-cash transaction.

Under the revised structure, Warner Bros. Discovery (WBD) stockholders will receive $27.75 per share in cash, unchanged from the earlier agreement, giving it a total enterprise

value of $82.7 billion, including debt. In addition, WBD stockholders will receive shares of Discovery Global following its planned separation from WBD.

The amended transaction structure is intended to simplify the deal, increase value certainty for WBD stockholders and accelerate the timeline for a stockholder vote.

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The revised transaction will see Warner Bros. Discovery stockholders receive $27.75 per share in cash, with additional value in the form of shares of Discovery Global following its separation from WBD.

The all-cash acquisition will be financed through a combination of Netflix’s cash on hand, available credit facilities and committed financing, and has been unanimously approved by the Boards of Directors of both Netflix and Warner Bros. Discovery.

WBD expects the revised structure to enable a stockholder vote by April 2026. To support this timeline, WBD has filed a preliminary proxy statement with the US Securities and Exchange Commission.

The transaction remains subject to the completion of the Discovery Global separation, approval by Warner Bros. Discovery stockholders, receipt of required regulatory approvals, and other customary closing conditions.

As previously announced, WBD will separate Warner Bros. and Discovery Global into two independently traded public companies. The separation is expected to be completed within six to nine months, prior to the closing of the Netflix–Warner Bros. transaction.

Netflix and WBD have filed under the Hart-Scott-Rodino Act and are engaging with regulators, including the US Department of Justice and the European Commission. The financing structure is not subject to review by the Committee on Foreign Investment in the United States (CFIUS).

The companies continue to expect the transaction to close 12–18 months from the date of the original merger agreement.

Netflix and Warner Bros. Discovery first announced their merger agreement earlier, with an initial transaction structure that included non-cash components.

Following discussions between the companies and their boards, the agreement has now been revised to an all-cash structure to simplify execution and accelerate the approval process. The broader transaction continues to hinge on the separation of Discovery Global and regulatory clearances across key markets.