Netflix and Warner Bros. Discovery have officially amended their merger agreement to move to an all-cash structure, in a bid to simplify the transaction and accelerate the path to a shareholder vote.
The revised terms keep the consideration unchanged at $27.75 per WBD share (€23.86), with WBD shareholders also set to receive shares in Discovery Global following its planned separation from Warner Bros. Discovery.
The companies said the new structure is intended to increase value certainty for WBD stockholders by removing market-driven variability, while enabling a faster timeline. Warner Bros. Discovery has filed a preliminary proxy statement with the SEC and now expects a stockholder vote by April 2026.
Funding is expected to come from a combination of cash on hand, available credit facilities and committed financing.
David Zaslav, president and CEO of Warner Bros. Discovery, said the amended agreement brings the companies “even closer to combining two of the greatest storytelling companies in the world”.
Netflix co-CEO Ted Sarandos said the all-cash revision should “enable an expedited timeline” and provide “greater financial certainty at $27.75 per share in cash”.
Co-CEO Greg Peters said the change underlines Netflix’s commitment to the deal, adding it supports the company’s goal of maintaining “a healthy balance sheet” and investment grade ratings.
WBD board chair Samuel A. Di Piazza, Jr. said the switch to all-cash consideration would deliver the value of the combination “at even greater levels of certainty” while leaving shareholders the ability to participate in the planned Discovery Global separation.
Closing remains subject to completion of the Discovery Global separation, regulatory clearances and approval by WBD stockholders, alongside other customary conditions.
