Netflix Amends Warner Bros. Discovery Merger to an All-Cash Transaction at $27.75/Share

Netflix has entered into an Amended and Restated Merger Agreement with Warner Bros. Discovery (WBD), revising the terms of their previously announced transaction. The primary change is that the merger consideration will now be paid entirely in cash, instead of a combination of cash and Netflix common stock. The per-share price remains $27.75 for WBD stockholders.

Key Details

• Revised Consideration: The merger consideration of $27.75 per share to be paid to WBD stockholders will now be entirely in cash, amending the previous cash-and-stock structure.
• Increased Financing: To fund the all-cash transaction, Netflix increased its bridge facility commitments from $34.0 billion to $42.2 billion. The receipt of financing is not a condition to closing the merger.
• Transaction Structure: The overall transaction structure remains unchanged. WBD will first spin off its Global Linear Networks segment. Netflix will then acquire WBD's remaining Streaming and Studios businesses.
• Termination Fees: Termination fees are unchanged from the original agreement, including a $5.8 billion fee payable by Netflix for failure to obtain regulatory approvals and a $2.8 billion fee payable by WBD under certain conditions.