Netflix and Warner Bros. Discovery have amended their previously announced acquisition agreement, shifting to an all-cash transaction while maintaining the offer value of $27.75 per Warner Bros. Discovery (WBD) share, the companies said in joint press release. The revised structure is aimed at simplifying the deal, providing greater certainty of value for WBD stockholders, and advancing the path toward a shareholder vote in 2026.
Under the amended agreement, WBD shareholders will receive $27.75 in cash per share and retain additional value tied to the planned spin-off of Discovery Global, a separate publicly traded company that will be spun off prior to closing. Financing for the all-cash structure will come from Netflix’s cash on hand, credit facilities, and committed financing arrangements, Netflix and WBD said.
The all-cash amendment comes after weeks of industry scrutiny and competitive maneuvering around the merger. Earlier mxdwn coverage documented lawsuit filed by Paramount Skydance seeking detailed financial disclosures about Warner Bros. Discovery’s valuation of the proposed Netflix deal, part of Paramount’s broader efforts to challenge the agreement and promote its own acquisition proposal. That filing underscored Paramount’s argument that shareholders needed full financial details to fairly assess competing offers.
Paramount also launched a possible proxy fight to nominate directors to the WBD board as part of its attempt to derail the Netflix deal and advance its own bid, another earlier development that highlighted the contested process and multiple fronts on which Paramount sought to influence the outcome.
Netflix and WBD say the amended all-cash agreement eliminates the uncertainty inherent in stock consideration and enhances execution certainty for shareholders. Both companies’ boards have approved the amendment, with plans to file a preliminary proxy statement with the Securities and Exchange Commission ahead of an anticipated shareholder vote later this spring.
The revision also illustrates how the long-running negotiation and rival bids have shaped the transaction’s evolution, with legal and strategic pressure from a competing bidder prompting Netflix and WBD to refine their terms. The amended agreement remains subject to customary closing conditions, including regulatory approval and stockholder consent.
If the transaction clears all approvals, the all-cash deal could significantly reshape the media landscape by combining Netflix’s global streaming platform with Warner Bros. Discovery’s storied studio and content library.