Netflix and Warner Bros Discovery (WBD) have amended the agreement for Netflix’s acquisition of Warner Bros to an all-cash transaction, intended to speed up the deal.
The all-cash transaction will be financed through a combination of cash on hand, available credit facilities, and committed financing, according to a WBD statement.
The boards of directors of both Netflix and WBD unanimously approved the deal.
However, closing on the deal remains subject to the completion of Discovery Global’s separation from Warner Bros, receipt of required regulatory approvals, approval of WBD stockholders and other customary closing conditions.
The transaction value remains the same at $27.75 per WBD share, as per the prior structure. WBD stockholders will receive the additional value of shares of Discovery Global following its separation from WBD.
The WBD statement says the revised structure provides benefits including greater value certainty, and a faster path to stockholder value. It claims expectations of WBD stockholders being able to vote on the transaction by April 2026, and has today filed its preliminary proxy statement with the Securities and Exchange Commission (SEC).
“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.
“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”, said Ted Sarandos, Netflix co-CEO.
“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,” said Netflix co-CEO Greg Peters. “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.”
“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 realise the value of Discovery Global’s iconic brands and global reach,” said Samuel A Di Piazza Jr, chair of the WBD board of directors.
Under the proposed deal, WBD will separate Warner Bros. and Discovery Global into two separate publicly traded companies.
It expects to complete the separation in six to nine months, prior to the closing of the proposed Netflix acquisition.
The WBD statement still projects 12-18 months from the initial merger agreement in November last year to the closing of the transaction.
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