Netflix’s choice to go straight for solid cash instead of engaging in other financial actions, feels very much like the company’s usual way of doing things. The existing merger agreement between Netflix and Warner Bros. Discovery has been changed to a total cash transaction.
The new arrangement is meant to make the merger easier, eliminate the need for market-related assumptions, and accelerate the process to a shareholder vote. Just like Netflix, you can think of it as hitting the skip intro button on the deal and going directly to the main storyline.
Why All-Cash Changes the Game
The price fixed in the new agreement is still $27.75 per WBD share, however the level of certainty has gone up greatly. By getting rid of stock-based elements, the holders of WBD shares can now be sure of the amount they will get when the deal is closed, without the concern that the fluctuations in the stock market will spoil it.
In addition to the cash consideration, shareholders will also get the shares of Discovery Global that they will still own after its planned separation. Netflix is going to pay for the purchase with a combination of cash on hand, existing credit facilities, and committed financing, which will demonstrate the strength of its balance sheet.
Faster Timeline
One of the most significant benefits of the revised deal is its speed. The cash-only structure is predicted to speed up the timeline for a WBD shareholder vote, which is now set for April 2026. Warner Bros. Discovery has already taken the necessary steps by filing its preliminary proxy statement with the SEC, in order to ensure that the process keeps on moving.
For investors who don’t like to wait long for something that is uncertain, this revised method offers a rapid and more direct route to the finish line, even if the commitment from regulators is still going on in the background.
Executives Talk About Storytelling & Strategy
It is not surprising that the top executives of both companies are talking about the merging of two remarkable storytelling companies. Warner Bros. Discovery CEO David Zaslav regarded the deal as the merging of two giants in storytelling, one with a huge heritage, and the other with the whole world as its market. He said,
“Today’s revised merger agreement brings us even closer to combining two of the greatest storytelling companies in the world and with it even more people enjoying the entertainment they love to watch the most. By coming together with Netflix, we will combine the stories Warner Bros. has told that have captured the world’s attention for more than a century and ensure audiences continue to enjoy them for generations to come”.
Netflix co-CEO, Ted Sarandos, didn’t forget to focus on the value for shareholders, financial certainty, and more benefits for the consumers and creators. He also pointed towards the U.S production capacity increment, along with a long-term industry growth.
“The WBD Board continues to support and unanimously recommend our transaction, and we are confident that it will deliver the best outcome for stockholders, consumers, creators and the broader entertainment community. Our revised all-cash agreement will enable an expedited timeline to a stockholder vote and provide greater financial certainty at $27.75 per share in cash, plus the value from the planned separation of Discovery Global. Together, Netflix and Warner Bros. will deliver broader choice and greater value to audiences worldwide, enhancing access to world-class television and film both at home and in theaters. The acquisition will also significantly expand U.S. production capacity and investment in original programming, driving job creation and long-term industry growth”.
Also, Greg Peters conveyed the message that this is not only a financial deal, but an investment in consumer and innovation that will help the future of entertainment get its strong cash flow from the Netflix platform. He said,
“Over the last decade, when much of the entertainment industry has contracted, Netflix has grown and invested tremendously in the business of film and television in the U.S. and abroad. This transaction will further fuel that growth and investment. By amending our agreement today, we are underscoring what we have believed all along: not only does our transaction provide superior stockholder value, it is also fundamentally pro-consumer, pro-innovation, pro-creator and pro-growth. Our revised all-cash agreement demonstrates our commitment to the transaction with Warner Bros. and provides WBD stockholders with an accelerated process and the financial certainty of cash consideration, while maintaining our commitment to a healthy balance sheet and our solid investment grade ratings. We will continue to work closely with WBD to successfully complete the transaction as we remain focused on our mission to entertain the world and, together, define the next century of storytelling”.
Separation Before the Celebration
Warner Bros. Discovery has got some tasks to tackle before the closing of the official transaction with Netflix. It has been mentioned before that Warner Bros. and Discovery Global are to be divided into two independent publicly traded companies, which is going to take around six to nine months.
Only after that separation, along with approvals from the regulators and the shareholders, will the Netflix deal conclude. The transaction has already been unanimously approved by the board of directors of both companies and does not require a review by the CFIUS, which ultimately eliminates at least one of the possible regulatory setbacks.
The Stock Scenario
Netflix shares have decreased by nearly 15% from the day of the merger announcement on 5th December 2025. They closed at $88 per share on Friday, which is considerably lower than the original bid’s $97.91 floor price.
However, the new offer of $27.75 per share from Netflix replaces its previous cash-and-stock bid of $23.25 in cash, and $4.50 worth of Netflix stock. Shares of Netflix, which is all set for its quarterly earnings report after the market closing, went up by 0.9%. On the other hand, shares of Warner Bros lost 0.5% in early trading.
Bottom Line
The change in the deal to an all-cash structure has removed a layer of complexity and provided a large measure of certainty to one of the most discussed deals in the entertainment industry between Netflix and Warner Bros. Discovery.
Although there is still regulatory scrutiny and structural separation to take place before closing, the altered agreement shows strong commitment from both parties.
If everything goes as per the plan, this merger could change the world’s entertainment outlook, which will ultimately combine the advanced level streaming with the legacy franchises, and will prove that sometimes the simplest deal structure is the best one.