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Netflix Shifts Warner Bros. Discovery Agreement to All-Cash Deal

Earlier today, Netflix and Warner Bros. Discovery announced that the streaming service has shifted their agreement to an all-cash deal.



Article Summary

  • Netflix and Warner Bros. Discovery revise their merger agreement to an all-cash $82.7 billion offer.
  • The new deal removes the previous $4.50-per-share Netflix stock component for added financial certainty.
  • Discovery Global receives a valuation range, with potential future increases tied to further transactions.
  • Paramount Skydance continues efforts to block the deal, taking legal action and challenging WBD's board.

We've got two developments to pass along in the ongoing Warner Bros. Discovery-Netflix-Paramount Skydance drama. Earlier today, Netflix and Warner Bros. Discovery announced that the streamer has adjusted its agreement for Warner Bros. Discovery's studios and streaming service to an all-cash deal. Though the offer is still set at $82.7 billion ($27.75 per share), the $4.50 Netflix stock component was removed. The amended deal was approved unanimously by both Netflix and Warner Bros. Discovery's boards of directors, and is directly related to the successful spinoff of Discovery Global (CNN, TNT, Food Network, and other cable networks) and additional approvals. As it currently stands, the plan is to finalize splitting off Discovery Global around April of this year.

Netflix
Image: Netflix

In addition, Warner Bros. Discovery rolled out a price for Discovery Global after putting three different metrics into play, with one listing the company running as low as $1.33 per share, and as high as $3.24 per share. If the newly formed company should become a factor in a "potential future transaction," that value could climb to as much as $6.86 per share. Unlike Netflix, David Ellison's Paramount Skydance is looking to purchase Warner Bros. Discovery as a whole.

Today's news comes about a week after Ellison's Paramount Skydance continued to block the Netflix/Warner Bros. Discovery deal and take its hostile offer directly to shareholders. Last week, Paramount Skydance filed a court action to force Warner Bros. Discovery to reveal the source of funding for Netflix's offer. In addition, Ellison's company announced that it would back a slate of directors to challenge the WBD board at WBD's next shareholders' meeting.

"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," said David Zaslav, President and CEO of Warner Bros. Discovery. "By coming together with Netflix, we will combine the stories Warner Bros. has told that have captured the world's attention for more than a century and ensure audiences continue to enjoy them for generations to come."

"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," added Ted Sarandos, Netflix co-CEO. "Our revised all-cash agreement will enable an expedited timeline to a stockholder vote and provide greater financial certainty at $27.75 per share in cash, plus the value from the planned separation of Discovery Global. Together, Netflix and Warner Bros. will deliver broader choice and greater value to audiences worldwide, enhancing access to world-class television and film both at home and in theaters. The acquisition will also significantly expand U.S. production capacity and investment in original programming, driving job creation and long-term industry growth."


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Ray FlookAbout Ray Flook

Serving as Television Editor since 2018, Ray began five years earlier as a contributing writer/photographer before being brought onto the core BC team in 2017.
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