Highlights
- Netflix has officially amended its Warner Bros. Discovery deal to an all-cash offer to reduce volatility and execution risk.
- The Netflix all-cash offer has received unanimous approval from WBD’s board.
- Netflix reaffirms its commitment to theatrical releases and long-term content investment.
Netflix, Inc. and Warner Bros. Discovery, Inc. (WBD) have amended their merger agreement, replacing the previous cash-stock mixed structure with an all-cash offer for Warner Bros. Discovery shareholders. The revised proposal, disclosed on Jan 20, 2026, reflects Netflix’s move to simplify the deal mechanics and increase execution certainty as the Netflix-WBD merger repeatedly faces pushbacks.
Under the amended terms, Netflix will acquire Warner Bros. Discovery for a fixed cash price per share, removing exposure to stock-price volatility and reducing conditional complexity. Netflix's all-cash offer value WBD at $27.75 per share and will be financed through a combination of liquid assets, secured financing, and accessible credit facilities.
According to Netflix’s official statement, the WBD board has “unanimously approved” the new all-cash offer from Netflix. Variety reported that this deal closure came after discussions between the two companies, resulting in terms that benefit both.
The shift comes after multiple reports that Netflix would revise its WBD offer to an all-cash offer on Jan 18, 2026, so that it can clear shareholder votes and regulatory hurdles with fewer variables. The revised proposition is “expected to enable WBD stockholders to vote on the proposed transaction by April 2026,” according to Netflix’s statement.
Netflix’s Revised Offer Aims to Strengthen Deal Certainty
Executives from both companies framed the all-cash revision as a practical step to close the transaction sooner. Warner Bros. Discovery President and CEO, David Zaslav, said the amended terms “brings us (Netflix and WBD) even closer to combining two of the greatest storytelling companies in the world.”
From Netflix’s side, co-CEO Ted Sarandos emphasized that the strategic intent of the merger remains unchanged, with the cash offer designed to ensure smoother execution rather than renegotiate the industrial logic of combining the two companies’ content and distribution capabilities. He underscored the proposition would “provide greater financial certainty at $27.75 per share in cash, plus the value from the planned separation of Discovery Global,” in a statement.
According to Sarandos, the WBD acquisition will substantially enhance “U.S. production capacity and investment in original programming, driving job creation and promoting long-term industry growth,” while “enhancing access to world-class television and film both at home and in theaters.”
Co-CEO Greg Peters directly linked the revised structure to shareholder mechanics, noting that an all-cash proposal is easier for stockholders to evaluate and approve, particularly amid broader market volatility. He positioned their offer as “fundamentally pro-consumer, pro-innovation, pro-creator, and pro-growth,” while highlighting Netflix’s “commitment to a healthy balance sheet and our solid investment grade ratings.”
Competitive and Regulatory Pressures Shape the Netflix-WBD Amendment
The timing of the revision also reflects external pressure surrounding the merger. Warner Bros. Discovery has faced a hostile bid from Paramount Skydance, intensifying the need for a proposal that is both defensible and decisive.
At the same time, antitrust scrutiny remains a central concern. Regulators are examining the merger’s impact on global streaming competition, content licensing, and theatrical distribution. In this context, Netflix executives have sought to reassure stakeholders that the combined company would maintain a viable theatrical strategy.
In an interview cited by Variety, Sarandos and Peters said Netflix has discussed preserving Warner Bros.’ theatrical engine, including keeping Warner Bros. films in a 45-day theatrical window post-merger. The executives framed theatrical releases as complementary to streaming rather than contradictory, a stance aimed at addressing industry and regulatory concerns about market dominance and content access.
