With legal threats and other pressures from Paramount Skydance looming, Netflix and Warner Bros. Discovery have amended their acquisition deal to an all-cash exchange in order to make sure the global streamer comes out ahead. 

Netflix is still valuing WBD’s shares at US$82.7 billion, and still only plans to buy the streaming and studio businesses, but the all-cash structure is intended to provide shareholders with more value. The updated agreement also fast-tracks the transaction’s vote to April. 

WBD has filed a preliminary proxy statement with the SEC so that its shareholders receive all of the information required to approve the sale. 

This latest maneuver in what has developed into an M&A telenovela comes on the heels of Paramount attempting to derail the Netflix deal by suing WBD earlier this month. The suit seeks to surface more financial details about the transaction because Paramount claims that WBD’s shareholders were not given the full picture. (The Delaware Chancery Court has since rejected Paramount’s motion to expedite the trial.) And at the next WBD annual shareholders meeting, Paramount also plans to nominate a new board of directors that would be under orders to kill the Netflix deal and sell to Paramount instead. 

Netflix co-CEO Greg Peters says the streamer’s revised deal terms demonstrate its commitment to acquiring the WBD assets and making the process as smooth as possible for shareholders. He also takes a subtle jab at other entertainment studios like Paramount that have “contracted” over the past decade, while Netflix has continued to grow. WBD chair Samuel Di Piazza Jr. also pointed out that the impending separation of Warner Bros. and Discovery Global into two publicly traded entities (expected to happen within the next nine months) is an added benefit for shareholders since it provides more investment opportunities than keeping the business whole. 

Meanwhile, Paramount CEO David Ellison has already moved on to his next strategy, meeting with EU regulators, UK studios and France’s president Emmanuel Macron to try and jumpstart a lobbying effort to kill the planned merger. And in another twist, US President Donald Trump may have signalled to Ellison’s team that he’s an ally and that he disapproves of the merger last week—but that didn’t stop him from purchasing more than US$1 million in stocks between Netflix and Warner Bros. shortly after the tentative agreement was signed, according to a disclosure from The White House. 

Feature image credited to Venti Views on Unsplash