Deal Structure Changes and Shareholder Implications
With this new deal structure, Warner and Netflix hope it will enable a vote by April, and it could also convince shareholders who may be considering Paramount to side back with Netflix.
With the revised deal, Netflix co-CEO Greg Peters said that this “demonstrates our commitment to the transaction.”
The new structure also does away with the "collar," which is a "mechanism meant to protect shareholders from large swings in an acquirer’s share price between the time when a deal is announced and when it closes," according to the Journal. Under the old deal, if Netflix's shares fell below $97.91, Warner shareholders would receive a large portion of Netflix's shares. However, if they went above $119.67, they would get a small portion.
However, Netflix shares have been traded below that range since the deal was announced in December. In fact, the stock is down about 15%, but it rose slightly after it was reported that Netflix was considering an all-cash offer.
Financial Projections, Regulatory Review, and Paramount’s Response
With this new deal, too, Warner's debt, which was assigned to Discovery Global, the entity that has networks like CNN, TNT, and the Food Network, has been reduced by about $260 million. This change came after Warner said cash flow was stronger than expected last year.
Warner has projected $17 billion in revenue in 2026 and adjusted earnings before interest, taxes, depreciation, and amortization of $5.4 billion. By 2030, those figures are expected to decrease to $15.6 billion and $600 million, respectively.
Finally, Paramount filed a lawsuit last week seeking to force Warner to disclose more details about the Netflix pact, but a judge denied the request to expedite the case. The judge ruled that Paramount failed to illustrate irreparable harm. For now, Paramount is continuing to push its $77.9 billion hostile bid—a deal Warner Bros. continues to reject—to acquire all of Warner Bros., including its cable networks.