Netflix and Warner Bros. Discovery amend their merger agreement to an all-cash structure; Disney reportedly expected to name successor for CEO Bob Iger next month; and streaming television sets a new record on the Nielsen Gauge report. Plus news on NBC, the Big 12 Conference, Sports Illustrated and Nick Saban.
Netflix, WBD amend merger agreement to all-cash structure
Netflix has agreed to amend its winning bid for the Warner Bros. streaming and studios from a mixture of cash and stock to cash only, it was announced Tuesday. The WBD Board of Directors unanimously approved the amended pact, which will be “financed through a combination of cash on hand, available credit facilities and committed financing.” As was the case in the original cash and stock agreement, WBD stockholders are set to receive future shares of Discovery Global, the planned spinoff company of WBD cable assets. The shift to an all-cash composition will accelerate the schedule for a stockholder vote, which is now expected to occur by April 2026.
The changes Monday come as Paramount continues to argue that its $30/share, all-cash bid for all of Warner Bros. Discovery is “superior.” Paramount filed a lawsuit against WBD last week, seeking to compel the latter to provide shareholders with additional information about the Netflix deal and valuation of Discovery Global; however, it was unsuccessful in expediting the litigation. Paramount has not raised the price of its bid for the entirety of WBD since December, the same month in which it launched a hostile bid for the entity. The media conglomerate continues to assign WBD an enterprise value of $108.4 billion.
Earlier this month, Paramount argued that Discovery Global holds no equity value but admitted that the spin company “could trade with up to ~$0.50 per share of embedded M&A option value.” WBD revealed in a proxy filing Tuesday that its financial advisors have measured Discovery Global to be worth between $1.33/share (“selected public companies analysis on a whole company basis”) and $6.86/share (with “context of a potential future acquisition transaction based on a selected transactions analysis”). Discovery Global is projected to generate $4.8 billion of 2026E total adjusted EBITDA pre-SBC on $16.9 billion of total revenue. It should be noted that the projection includes “the planned launch of a sports-related DTC offering,” which could be alluding to a standalone TNT Sports app previously mentioned by WBD CFO Gunnar Wiedenfels.
Warner Bros. Discovery disclosed that Discovery Global would hold $17 billion of debt “as of June 30, 2026” with a goal to decrease that number to $16.1 billion at year’s end on unlevered free cash flow of $2.3 billion. The new WBD company, however, can determine debt allocation to Discovery Global before its shares of common stock are distributed “on a pro rata basis,” and more debt would correspondingly reduce Netflix’s all-cash payment. Under the new merger agreement, Discovery’s debt has already been reduced by $260 million due to “value upside” from “stronger than anticipated 2025 cash flow performance.”
Disney reportedly expected to name Iger successor next month
The Walt Disney Company is expected to name a successor to CEO Bob Iger next month, according to a report by Meg James of the Los Angeles Times. Josh D’Amaro, chairman of Disney Parks, Experiences and Products, is reportedly considered the “likely successor,” while Disney Entertainment co-chairmen Dana Walden and Alan Bergman and ESPN chairman Jimmy Pitaro are said to be in the field as well.
Lucas Shaw of Bloomberg reported last March that Pitaro had “communicated to both friends and the board that he’s not interested in the role.” Pitaro spoke about that report during an interview with Andrew Marchand of The Athletic shortly thereafter, stating that his current position is his “dream job.”
Iger returned to Disney in 2022 after Bob Chapek stepped down from the CEO position. Chapek was at the helm of the company during the pandemic, and while the Disney board thanked him for his service to the media conglomerate, it concluded in a later proxy statement that he “was no longer the right person to serve in the CEO role.” The board had extended Chapek’s contract for three years earlier that summer and granted him a severance package of more than $20 million.
Since Iger’s return in 2022, Disney engaged in a strategic restructuring of its business into three different units – Disney Parks, Experiences and Products; Disney Entertainment; and ESPN. The company has also overhauled its streaming efforts with the launch of a standalone ESPN App, acquisition of a 70% stake in Fubo and expected consolidation of Hulu into Disney+.
Nielsen: Streaming sets new Gauge share of TV record
Viewership on streaming services accounted for 47.5% of total day viewing last month, per the monthly Nielsen “Gauge,” a new share-of-television record. The NFL’s Christmas Day streaming tripleheader was principally responsible for the record, as Nielsen said that streaming on Christmas Day as a whole generated 55.1 billion viewing minutes (54% share of daily television usage), surpassing the Gauge record set on the holiday in the previous year by 8%. In addition to the three NFL games on Netflix and Prime Video, the day included the release of three episodes of the Netflix series “Stranger Things.”
As a whole, streaming viewership was up by 3% compared to the previous month, and YouTube’s main platform continued to lead the way (12%). Several streamers set new records, including the aforementioned Netflix (9%) and Prime Video (4.3%), along with The Roku Channel (3%) and Paramount (2.5% across Paramount+/Pluto). In addition to Christmas Day, streaming was responsible for more than half of television usage on Saturday, Dec. 13 (50.4%), a day when the only streaming-exclusive sporting events of note were two NBA Cup semifinals on Prime Video.
Broadcast television finished second on The Gauge Report with 21.4% of total television viewing on the month. Nielsen also disclosed that sports programming on cable television was up 16%, which was led by the various “Monday Night Football” games airing on ESPN (two of which were simulcast on ABC). As a whole, the cable television category accumulated 20.2% of total day television viewing (P2+) within the measurement period.
Plus: NBC, Big 12 Conference, Sports Illustrated, Nick Saban
- NBC will air the PGA Tour Travelers Championship this summer, according to a report by Josh Carpenter of Sports Business Journal, a development that occurs as The Sentry slated to air on NBC was canceled last week. It remains unknown if this will continue through the remainder of its media rights deal through 2030.
- The Big 12 Football Championship will move from its usual Saturday afternoon window to Friday night starting next season, according to Pete Thamel of ESPN. The game will air on ABC in the window occupied the past two seasons by the American Athletic Conference championship, and previously the Pac-12 title game.
- Sports Illustrated is launching a new free ad-supported streaming television (FAST) channel that will include docuseries, live games, studio shows and podcasts. The new channel, which is titled SI TV, is available across several platforms and consists of programming hosted by Albert Breer, Chris Mannix, Claudette Montana, Pat Forde and several others.
- A six-part ESPN Original series about former Alabama football coach Nick Saban is currently in production under a partnership between ESPN and Words + Pictures. This project will discuss both his career and life, including perspectives from Saban, those with whom he worked and family members, and its release date has yet to be revealed.
*Note: A previous version of this story said that the Nielsen 55.1 billion viewing minutes figure applied to the NFL Christmas Day tripleheader. That has been corrected to attribute the streaming metric to the holiday as a whole.
