Netflix Changes to an All-Cash Offer for Warner Bros. Discovery

Netflix has amended its definitive agreement to acquire Warner Bros. Discovery’s studio and streaming business, converting its prior cash-and-stock package into an all-cash offer of $27.75 per WBD share and preserving the transaction’s enterprise value near $82.7 billion. The revised structure, which the boards of both companies approved unanimously, includes an arrangement in which WBD stockholders will receive additional value from shares in Discovery Global after that business is separated, a process that the companies expect to complete before closing.

The deal will be financed through a mix of cash on hand, available credit facilities and committed financing, and the amended agreement states that the financing structure is not subject to review by the Committee on Foreign Investment in the United States. Netflix and WBD have each filed Hart‑Scott‑Rodino notifications and are engaging with competition authorities, including the U.S. Department of Justice and the European Commission, as the proposals will face intense regulatory and antitrust scrutiny. The filing also notes that closing is expected 12–18 months from the date the companies originally entered into their merger agreement.

Paramount and Skydance have mounted a rival hostile bid that offers $30 per share for the whole company; that proposal has been valued in different ways — roughly $108.4 billion including debt or about $77.9 billion on a cash-only basis — and it has prompted legal and proxy actions as the bidders and WBD’s board contest the path forward. With regulatory reviews, shareholder deliberation and potential court challenges still ahead, the parties say a WBD stockholder vote could occur in April 2026, after which the decisive steps toward closing or continued contention will follow.