CNBC's David Faber delivers his latest on the Warner Bros. Discovery deal.

Netflix and Warner Bros. have updated their merger agreement, moving to an all-cash deal at $27.75 per share and removing the stock component. The preliminary proxy provides new transparency on the valuation of the spinoff entity, Discovery Global, which includes assets such as CNN and Discovery Plus.

A shareholder vote on the transaction is scheduled for April, though the exact date has not been specified. The document also details financial metrics, including Discovery Global's projected EBITDA and debt levels, and outlines differing valuations from Warner Bros. and Paramount.

Netflix, Warner Bros. amend agreement to all-cash transaction

We got the preliminary proxy and with it the expected move to all cash by Netflix, eliminating the stock portion of the deal. It is now $27.75, all in cash, and we got some also important transparency around things we've been waiting for. But let me not lose some of the headlines here. April is when we're going to have a shareholder vote. Now they don't tell us if it's early, mid, or late. Let's assume mid-April. So let's go roughly three months from here in which we are going to see whether Paramount, as I've reported, as they are going to have to, it would seem, come back with a higher offer in that period of time before this all-important shareholder vote. But this is the document that shareholders will have to review and make a decision, or help them make their decision, Jim, that being this preliminary proxy, about how they want to vote. And in it we did, for the first time, get specifics around the way the board of directors and its financial advisors view the value of the spinoff entity in the Netflix deal, that being Discovery Global, the global networks, including CNN and other parts, obviously many of the other Discovery networks you know well. Also Discovery Plus, their streaming service, which to be fair does $800 million in revenues and is probably going to be growing as much as $200 million in EBITDA. Big international business there, yeah. Big international, big free-to-air business as well, sports in Europe. So what do they come down to? Well, you know, you can look at any number of different metrics by which you could value it, including the public companies, none of which may be a perfect comp, but taken together represents something. And you come back to them saying, well, this thing should trade at between four and a half and five and a half times adjusted EBITDA multiples, and therefore that gets you to anywhere from $1.33 to $3.24 a share. And again, that's with any number of selected companies. We did also get some specifics, like we know now that CNN does about $600 million in EBITDA. We know that the company overall, a total adjusted EBITDA, that's before stock-based compensation, about $4.8 billion this year, going down to $3.9 billion next year, and then $3.3 and $3.8, and then it will start to rebound a bit, but that gives you a sense there as well. So let's assume four and a half times the low end, you take that number, you can back into at least some sense of evaluation for global networks. We also got the debt load. They will start with $17 billion in debt right as of now, but by the end of this year, and by the way, this deal will not be approved by the end of this year, so you're talking about $16.1 billion in total debt. It's important to note that the overall interest rate on that debt, which has, I think, an average term, let's call it a nine and a half years, you pointed this out as well, is only four and a half percent, much of that debt trading at a discount. You could view that as a value for Discovery Global shareholders as well. They have about $800 million in interest costs a year. So we are getting at least, for the first time from this board, their sense as to what they believe the spinoff entity will be worth. Add that back, take the middle, add it back in to the $27.75, and you get the overall value for what they view Netflix deal to be worth for Warner Brothers shareholders. Let's say it's closer to two bucks a share is what they say. Now, obviously, Paramount says, oh no, it's not worth anywhere near that. When you take the versant multiple, our parent company, which is the most recent company, of course, to be in the public markets, and does have a group of very successful cable networks, you would get a lower overall number.

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