Potter Anderson Advises Warner Bros. Discovery in Merger with Netflix

Warner Bros. Discovery, Inc. and Netflix, Inc. have announced that they entered into an amended and restated merger agreement pursuant to which Netflix will acquire Warner Bros., including its film and television studios, HBO Max and HBO, in all-cash transaction at $27.75 per share.

The parties had previously entered into a merger agreement that would have provided Warner Bros. stockholders with cash and stock consideration at the same valuation per share. The amended and restated merger agreement simplifies the transaction structure, provides enhanced value certainty for Warner Bros. stockholders and accelerates the timeline for a stockholder vote.

The parties expect the merger to close 12 to 18 months from the date of the original merger agreement. As had been previously announced, Warner Bros. Discovery will separate Warner Bros. and Discovery Global into two separate publicly traded companies, which is expected to be completed in six to nine months, prior to the closing of the merger.

Potter Anderson & Corroon acted as counsel to Warner Bros. Discovery. The team included partners Mark Morton and Alyssa Ronan and associate Garrett B. Lyons III.

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Potter Anderson & Corroon LLP is one of the largest and most highly regarded Delaware law firms, providing legal services to regional, national, and international clients. With more than 100 attorneys, the firm centers its practice on corporate and alternative entity law and litigation, commercial litigation, bankruptcy, intellectual property, labor and employment, and real estate.