Netflix revises Warner Bros deal to all-cash structure

California: Netflix has rewritten the script on its proposed takeover of Warner Bros. Discovery, amending the deal to an all-cash transaction in a move designed to boost certainty, accelerate approvals and underline the streamer’s financial firepower.

Under the revised agreement, Netflix will acquire Warner Bros. Discovery at $27.75 per share in cash, unchanged from the earlier structure. WBD shareholders will also receive additional value through shares in Discovery Global, which will be spun off ahead of the transaction’s close. The deal will be funded through cash on hand, existing credit lines and committed financing.

The streamlined structure clears a faster path to a shareholder vote, now expected by April 2026. To support the accelerated timeline, Warner Bros. Discovery has filed its preliminary proxy statement with the US Securities and Exchange Commission.

David Zaslav, president and ceo of Warner Bros. Discovery, said the revision brought the companies “even closer to combining two of the greatest storytelling companies in the world”. He added: “By coming together with Netflix, we will combine the stories Warner Bros. has told for more than a century and ensure audiences continue to enjoy them for generations to come.”

Ted Sarandos, co-ceo of Netflix, said the WBD board continued to unanimously support the transaction. “Our revised all-cash agreement provides greater financial certainty at $27.75 per share in cash, plus the value from the planned separation of Discovery Global,” he said. “Together, Netflix and Warner Bros. will deliver broader choice and greater value to audiences worldwide.”

Greg Peters, co-ceo of Netflix, said the amendment reinforced the company’s long-held view that the deal was “pro-consumer, pro-innovation, pro-creator and pro-growth”. He added that the structure preserved Netflix’s balance sheet strength while maintaining its investment-grade ratings. “This transaction will further fuel growth and investment in film and television in the US and abroad,” he said.

Samuel Di Piazza, chair of the Warner Bros. Discovery board, said the shift to cash consideration reflected a sharp focus on shareholder interests. “It allows us to deliver the value of this combination with greater certainty, while enabling stockholders to participate in the strategic potential of Discovery Global’s iconic brands,” he said.

As previously outlined, Warner Bros. Discovery will split into two publicly listed companies, Warner Bros. and Discovery Global, a process expected to take six to nine months and to be completed before the Netflix transaction closes. The deal has been unanimously approved by both boards and remains subject to regulatory clearances and shareholder approval.

Netflix and WBD have filed under the Hart-Scott-Rodino Act and are engaging with regulators in the US and Europe. Closing is still expected within 12 to 18 months of the original merger agreement.

Netflix has chosen certainty over complexity. Cash talks, and this deal now moves faster.