Netflix (NASDAQ:NFLX) shares rose 0.7% on Tuesday morning, bucking broader weakness in the Nasdaq 100, which slid 1.8%, after the streaming group and Warner Bros. Discovery (NASDAQ:WBD) revised their merger agreement to an all-cash structure.
The updated terms keep the previously agreed valuation of $27.75 per WBD share but remove the equity component, giving Warner Bros. Discovery shareholders greater certainty around deal value. The change comes as the company continues to face competing interest from Paramount-Skydance.
The companies said the all-cash format is expected to speed up the timeline for a WBD shareholder vote, now anticipated by April 2026. Warner Bros. Discovery has already submitted a preliminary proxy statement to the U.S. Securities and Exchange Commission to support the accelerated schedule.
“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,” said Greg Peters, co-CEO of Netflix.
The acquisition will be funded using a mix of existing cash, available credit facilities and committed financing. Netflix said its strong cash generation underpins the revised structure while preserving balance sheet flexibility.
As previously outlined, Warner Bros. Discovery plans to split Warner Bros. and Discovery Global into two separately listed companies before the Netflix transaction is completed. Following the separation, WBD shareholders will receive the agreed cash payment as well as shares in Discovery Global.
The deal remains subject to regulatory clearance, approval by Warner Bros. Discovery shareholders and other customary closing conditions, with completion expected within 12 to 18 months of the original merger agreement.