Netflix Revises Warner Bros. Deal to All-Cash $83 Billion Offer

Netflix has transformed its acquisition proposal for Warner Bros. Discovery into an all-cash offer valued at $83 billion. This strategic adjustment aims to expedite the shareholder voting process, now slated for April 2026. The revised agreement, which was announced on Tuesday, positions Netflix to acquire Warner Bros. Discovery’s studios and HBO Max business at a price of $27.75 per share, entirely in cash.

This shift from the original agreement, which was approximately 84% cash, enhances Netflix’s competitive stance against Paramount Skydance, which had presented a fully cash-based offer. The companies stated that the new structure simplifies the transaction and provides greater certainty regarding the value for Warner Bros. Discovery (WBD) shareholders.

One concern with Netflix’s previous bid was the potential for fluctuations in its stock price to affect the payout to WBD shareholders. By opting for a 100% cash transaction, Netflix and WBD assert that this move eliminates market-based variability, thereby offering enhanced certainty around the value shareholders will receive upon closing.

Accelerated Timeline and Financial Adjustments

The updated agreement allows for a quicker decision from WBD investors, who are expected to vote on the transaction by April 2026. To facilitate this expedited timeline, WBD filed a preliminary proxy statement with the U.S. Securities and Exchange Commission on Tuesday.

The amendment also reflects improvements in the financial outlook for Discovery Global, the cable networks unit that is set to be spun off prior to the completion of Netflix’s acquisition. As part of this revised agreement, Netflix has consented to reduce the designated net debt assigned to Discovery Global by $260 million. This adjustment is based on stronger-than-expected cash flow projections for 2025, as noted in WBD’s proxy filing. The new target net debt for Discovery Global is now set at $17.0 billion by June 30, 2026, with a further reduction to $16.1 billion anticipated by December 31, 2026.

The spun-off entity will encompass notable cable networks including CNN, TNT, TBS, HGTV, Food Network, TNT Sports, and Discovery+, and is expected to be finalized within six to nine months.

Financing and Regulatory Approvals

The overall transaction remains on track to close within 12 to 18 months following the signing of the original agreement on December 4, 2025. Netflix’s financing structure has also evolved significantly. Initially, its bid included $59 billion in debt financing from financial institutions including Wells Fargo, BNP, and HSBC. As of December 19, this amount was reduced to $34.0 billion, but under the new all-cash offer, debt financing is projected to increase to $42.2 billion, according to a Netflix filing with the SEC.

Both Netflix and WBD’s boards have unanimously approved the amended transaction, which still requires regulatory clearances in the U.S. and Europe, as well as approval from WBD shareholders. This strategic maneuver signals Netflix’s commitment to solidifying its position in the competitive media landscape, while also addressing the financial concerns of its future partners.