Netflix, Inc. 8-K

Summary

Netflix and Warner Bros. Discovery amended their merger agreement to make Netflix’s proposed acquisition of WBD’s retained business all-cash. WBD stockholders would receive $27.75 per share, unchanged in value from the prior mixed cash-and-stock structure, plus shares in Discovery Global following its separation. The all-cash structure removes Netflix-share price variability for WBD holders, and the companies say it accelerates the path to a stockholder vote.

Key Figures

• Merger consideration: $27.75 in cash per WBD share, subject to a possible net-debt adjustment; WBD holders also receive Discovery Global shares in the distribution.
• SpinCo specified net debt: $17.0B as of 6/30/2026, decreasing to $16.1B as of 12/31/2026; the specified amounts were reduced by $260M from the original agreement. Any optional reduction reallocates debt from SpinCo to WBD and reduces the per-share merger payment correspondingly; the companies state the value would instead accrue to holders through the SpinCo distribution.
• Netflix senior unsecured bridge loan commitments: $42.2B, up from $34.0B, to fund merger consideration and certain transaction costs and potentially refinance debt. Financing is not a condition to closing.
• Termination fees: WBD may owe Netflix $2.8B in specified circumstances involving a competing transaction or recommendation change; Netflix may owe WBD $5.8B in specified circumstances involving antitrust or foreign regulatory failure.

Investor Takeaways

• WBD stockholders are expected to vote by 4/2026; approval is a closing condition.
• WBD’s Discovery Global separation is expected within six to nine months and must be completed before the merger closes.
• Closing is expected 12–18 months from the original 12/04/2025 merger agreement date, subject to stockholder and regulatory approvals and other conditions.