Netflix and Warner Bros. Discovery (WBD) have amended their definitive merger agreement, restructuring Netflix’s pending acquisition of Warner Bros. into an all-cash transaction. The revised structure simplifies the deal, offers enhanced value certainty to WBD shareholders, and accelerates the timeline toward a stockholder vote.
Under the amended agreement, the transaction continues to be valued at $27.75 per WBD share, unchanged from the earlier structure. In addition to the cash consideration, WBD shareholders will also receive added value through shares of Discovery Global, following its planned separation from WBD. The acquisition will be financed using a mix of Netflix’s cash reserves, available credit facilities, and committed financing, aligning with the company’s disciplined capital allocation strategy.
The move to an all-cash structure removes market-based volatility, providing greater clarity on shareholder returns at closing. It also enables a faster approval process, with WBD expected to hold a stockholder vote by April 2026. To support this accelerated timeline, the company has already filed its preliminary proxy statement with the U.S. Securities and Exchange Commission.
Leadership from both organizations reiterated strong confidence in the transaction. Executives highlighted the strategic value of combining two of the world’s most influential storytelling companies, with the aim of expanding access to premium television and film content globally. Netflix also emphasized that the acquisition would significantly boost U.S. production capacity, investment in original programming, and long-term industry growth.
As previously announced, WBD will separate Warner Bros. and Discovery Global into two independently listed companies prior to the deal’s completion, a process expected to take six to nine months. The amended all-cash transaction has received unanimous approval from the Boards of Netflix and WBD and remains subject to regulatory clearances, shareholder approval, and customary closing conditions.
