Netflix and Warner Bros. Discovery Amend Agreement to All-Cash Transaction

Core Viewpoint - The amendment of the acquisition agreement between Netflix and Warner Bros. Discovery (WBD) to an all-cash transaction enhances value certainty for WBD stockholders and expedites the stockholder voting process, reflecting Netflix's financial strength [1][5]. Transaction Structure - The all-cash transaction is valued at $27.75 per WBD share, unchanged from the previous structure, and WBD stockholders will also receive additional value from shares of Discovery Global after its separation from WBD [2][6]. - The transaction will be financed through cash on hand, available credit facilities, and committed financing [2]. Financial Implications - The revised structure enhances execution certainty and aligns with Netflix's disciplined capital allocation framework, supported by strong cash flow generation [3]. - The all-cash transaction provides greater certainty around the value WBD stockholders will receive, eliminating market-based variability [5]. Timeline and Approvals - The revised transaction structure is expected to enable WBD stockholders to vote on the proposed transaction by April 2026, with a preliminary proxy statement filed with the SEC [5][7]. - The closing of the transaction remains subject to the completion of the Discovery Global separation, regulatory approvals, and WBD stockholder approval [7][8]. Strategic Benefits - The merger aims to combine the storytelling strengths of both companies, enhancing audience access to a broader range of entertainment options and significantly expanding U.S. production capacity [4][6]. - The acquisition is expected to drive job creation and long-term industry growth, further fueling Netflix's investment in original programming [4][6].