Netflix revises WBD acquisition to all-cash $27.75/sh; ups bridge financing to $42.2B

NETFLIX INC

Merger consideration changed to all cash at $27.75 per share; original deal included Netflix stock component.
Bridge financing increased from $34B to $42.2B under Incremental Commitments Agreement dated Jan 19, 2026.
SpinCo (WBD linear networks) net debt set at $17.0B, reduced $260M from original $17.26B.
Deal expected to close by March 4, 2027, with two 3-month extensions possible; termination fee: WBD $2.8B, Netflix $5.8B.
WBD stockholders will receive SpinCo shares via pro-rata distribution before the all-cash merger closes.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NETFLIX INC amended Amended and Restated Agreement and Plan of Merger with Warner Bros. Discovery, Inc. (effective 2026-01-19).

Action: amendment
Agreement: merger
Counterparty: Warner Bros. Discovery, Inc.
Effective: 2026-01-19

Exact text from the filing

On January 19, 2026, Netflix, Inc., a Delaware corporation (“Netflix”), Nightingale Sub, Inc., a Delaware corporation and wholly owned subsidiary of Netflix (“Merger Sub”), Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), and New Topco 25, Inc., a newly formed Delaware corporation and wholly owned subsidiary of WBD (“Newco”), entered into an Amended and Restated Agreement and Plan of Merger (the “Amended and Restated Merger Agreement”), which amends and restates in its entirety the Agreement and Plan of Merger, dated as of December 4, 2025, by and among Netflix, Merger Sub, WBD and Newco (the “Original Merger Agreement”).

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Source: SEC EDGAR

accession 0001193125-26-015951

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