Netflix Moves To All-Cash Warner Bros. Deal

Netflix and Warner Bros. Discovery have taken a dramatic step forward in their closely watched merger, announcing on January 20, 2026, that the deal will now proceed as an all-cash transaction valued at $27.75 per Warner Bros. Discovery (WBD) share. This significant development, reported by Investing.com and confirmed through SEC filings, marks a pivotal shift from the previously mixed cash-and-stock structure and is designed to provide greater financial certainty to WBD shareholders while accelerating the timeline for closing the blockbuster deal.

The revised agreement comes at a time of notable volatility in the broader market, with Netflix shares rising 0.7% on the day of the announcement even as the Nasdaq 100 slid 1.8%. The new all-cash offer, as detailed in Netflix’s SEC filing and echoed by multiple news outlets, eliminates the stock component of the original deal. This move, company executives say, offers WBD shareholders a more predictable outcome and paves the way for a quicker vote on the merger, now targeted for April 2026.

“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,” stated Greg Peters, co-CEO of Netflix, in a company press release cited by Investing.com.

The $27.75-per-share valuation remains unchanged from earlier negotiations, but the switch to all-cash is expected to simplify proceedings and reduce the market-based variability that can come with stock-based deals. According to Rhea-AI and other financial sources, the transaction will be financed through a combination of cash on hand, available credit facilities, and committed financing, including an expanded $42.2 billion bridge loan package arranged by major financial institutions such as Wells Fargo, BNP, and HSBC. Netflix emphasized that its robust cash flow generation underpins the revised structure, allowing the company to preserve its financial flexibility for future strategic priorities.

The merger has not been without its share of drama. The backdrop has included a competing bid from Paramount-Skydance, which had briefly sweetened its own all-cash offer and attempted to lure WBD shareholders away from the Netflix deal. However, the WBD board repeatedly urged shareholders to back Netflix’s proposal, citing its firm valuation and strategic benefits. As recently as January 7, the WBD board recommended shareholder approval of the Netflix merger, and the board’s unanimous endorsement of the amended all-cash deal further underscores their confidence in the transaction’s merits.

David Zaslav, President and CEO of Warner Bros. Discovery, expressed optimism about the combined company’s future: “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.” Zaslav highlighted the enduring legacy of Warner Bros. and the global reach of Netflix, suggesting the union will ensure audiences continue to enjoy beloved stories for generations.

The deal’s structure is complex but carefully orchestrated. As previously announced and reaffirmed in all recent statements, Warner Bros. Discovery will separate Warner Bros. and Discovery Global into two distinct publicly traded companies before the Netflix acquisition is finalized. WBD stockholders will receive both the cash consideration from the Netflix deal and shares of the newly independent Discovery Global, offering them a stake in two major entertainment enterprises. The separation of Discovery Global is expected to be completed six to nine months prior to the closing of the Netflix-WBD transaction.

Samuel A. Di Piazza, Jr., Chair of the WBD Board of Directors, described the amended agreement as “a testament to the Board’s unrelenting focus on representing and advancing our stockholders’ interests.” He added, “By transitioning to all-cash consideration, we can now deliver the incredible value of our combination with Netflix at even greater levels of certainty, while providing our stockholders the opportunity to participate in management’s strategic plans to realize the value of Discovery Global’s iconic brands and global reach.”

In terms of regulatory hurdles, the companies have already filed their preliminary proxy statement with the Securities and Exchange Commission (SEC) to support the expedited process and have submitted their Hart-Scott-Rodino (HSR) filings. The deal still requires approval from WBD stockholders, the successful completion of the Discovery Global separation, and clearance from a variety of competition authorities, including the U.S. Department of Justice and the European Commission. The companies anticipate that the closing will occur 12 to 18 months from the original agreement date, pending these customary conditions.

Financial analysts and market watchers have noted that the revised all-cash structure is intended to enhance execution certainty and aligns with Netflix’s disciplined capital allocation framework. The deal also includes significant termination fees, further underscoring the seriousness of the commitment on both sides. The boards of directors of both Netflix and WBD have unanimously approved the amended agreement, reflecting a shared belief in the strategic value of the merger.

For its part, Netflix sees the move as a way to consolidate its position as a global leader in entertainment, offering a vast array of TV series, films, games, and live programming across genres and languages. Warner Bros. Discovery, meanwhile, brings a storied legacy and a portfolio of iconic brands, from HBO and CNN to DC, HGTV, and Cartoon Network.

Ted Sarandos, co-CEO of Netflix, emphasized the broader impact: “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.”

As the entertainment industry continues to evolve, the Netflix-WBD merger stands as a landmark deal—one that could reshape the landscape for years to come. With regulatory reviews underway and the shareholder vote now on a fast track, all eyes are on how this union will play out and what it will mean for audiences, investors, and creators alike.

For those looking to stay updated, a dedicated website at netflixwbtogether.com is providing ongoing information and resources about the transaction. As the process unfolds, the industry and its fans are watching closely, eager to see what the future holds for two of the world’s most celebrated storytelling giants.