WBD-Netflix merger amended to all-cash $27.75/share; SpinCo net debt reduced to ~$17B

Warner Bros. Discovery, Inc.

Merger consideration changed to $27.75 per share entirely in cash, removing previous cash-and-stock mix.
SpinCo (Global Linear Networks) to carry net debt of $17.0B as of June 30, 2026, down $260M from original.
WBD stockholders receive one NewCo share, then SpinCo shares, then NewCo acquired by Netflix for cash.
Company termination fee unchanged at $2.8B; Netflix reverse termination fee $5.8B in cash.
Closing requires WBD stockholder vote, regulatory approvals, and completion of separation and distribution.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Warner Bros. Discovery, Inc. amended Amended and Restated Agreement and Plan of Merger with Netflix, Inc. (effective 2026-01-19).

Action: amendment
Agreement: merger
Counterparty: Netflix, Inc.
Effective: 2026-01-19

Exact text from the filing

On January 19, 2026, Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), Netflix, Inc., a Delaware corporation (“Netflix”), Nightingale Sub, Inc., a Delaware corporation and wholly owned subsidiary of Netflix (“Merger Sub”), and New Topco 25, Inc., a newly formed Delaware corporation and wholly owned subsidiary of WBD (“NewCo”), entered into an Amended and Restated Agreement and Plan of Merger (the “Amended and Restated Merger Agreement”), which amends and restates in its entirety the Agreement and Plan of Merger, dated as of December 4, 2025, by and among WBD, Netflix, Merger Sub and NewCo (the “Original Merger Agreement”).

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Warner Bros. Discovery, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-015949

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