Netflix Inc SEC Filings

Warner Bros. Discovery and Netflix outline a planned combination of their entertainment businesses, emphasizing that the two companies see their operations as complementary and focused on giving audiences more choice and value worldwide. The communication highlights plans to expand existing franchises, create new stories and worlds, and "define the next century of storytelling" together.

The companies stress that this is a proposed transaction subject to multiple conditions and approvals, including stockholder and regulatory sign-offs and the separation of a newly formed WBD subsidiary before closing. They include extensive cautionary language about forward-looking statements, noting numerous risks such as failure to complete the deal, delays, integration challenges, potential litigation, business disruption, and changes in consumer behavior, regulation and market conditions.

To move the deal forward, Netflix expects to file a Form S-4 registration statement that will include a prospectus for Netflix shares to be issued and a proxy statement for WBD stockholders, while WBD will file its own proxy materials and a registration statement for the spin-off subsidiary. Investors are directed to carefully read the future registration statement and proxy materials when available, which will contain detailed information about the proposed transaction and the interests of directors and executive officers involved in the proxy solicitation.

Netflix, Inc. entered into major new unsecured credit facilities to help finance its proposed merger with Warner Bros. Discovery. The company signed a Senior Unsecured Revolving Credit Agreement for a $5,000,000,000 revolving credit facility that can be used to fund the cash portion of the merger purchase price, pay related fees and expenses, refinance certain indebtedness, and for working capital and general corporate purposes. Separately, Netflix entered into a Senior Unsecured Delayed Draw Term Loan Credit Agreement providing a two-year $10,000,000,000 facility and a three-year $10,000,000,000 facility, also dedicated to merger financing, related costs and optional refinancing.

Both agreements reduce the size of Netflix’s previously disclosed bridge commitment letter on a dollar-for-dollar basis, replacing temporary financing with more permanent structures. The loans are floating-rate, with interest based on either an Alternate Base Rate or Term SOFR plus margins that vary with Netflix’s credit ratings. Each agreement includes customary covenants and events of default and requires Netflix to maintain a minimum consolidated EBITDA to consolidated interest expense ratio of 3.0 to 1.0 each quarter.

Netflix and Warner Bros. Discovery are moving forward with a proposed acquisition in which Netflix would acquire WBD, and Greg Peters used a CNBC interview to frame the deal as positive for consumers, creators and workers. He argues regulators should view the combination of Netflix and HBO as pro-competition, noting Netflix ranks around sixth in TV viewing share and that more than 75% of HBO Max members already subscribe to Netflix, suggesting the services are complementary.

Peters says Netflix plans to keep Warner Bros. operations, including releasing films in theaters with industry-standard windows and preserving HBO as a prestige brand. He describes the transaction as a way to accelerate Netflix’s growth and unlock more value from WBD’s large content library, while maintaining deal discipline if rival bidders emerge. He expects a 12‑to‑18‑month regulatory process and indicates Netflix would defend the deal in court if necessary. The text also outlines extensive forward-looking risk factors and explains that a Form S‑4 registration statement and joint proxy statement/prospectus will be filed for WBD stockholders to evaluate the deal.

Netflix has issued an informational communication about a proposed transaction with Warner Bros. Discovery (WBD). The message emphasizes that it is not an offer to sell or buy securities and that any actual offer would only be made through a formal prospectus that complies with U.S. securities laws.

The communication contains extensive forward-looking statements about the potential timing and benefits of the proposed transaction and highlights numerous risks that could cause actual results to differ, including the need for stockholder and regulatory approvals, completion of a separation of WBD’s Discovery Global and Warner Bros. businesses, integration challenges, potential litigation, business disruptions, and uncertainty around the long-term value of WBD’s common stock.

Netflix plans to file a Form S-4 registration statement that will include a joint proxy statement/prospectus for WBD stockholders, while WBD plans to file its own proxy statement and a separate registration statement for a newly formed subsidiary to be spun off before closing. Investors are urged to read the registration statement, proxy statement/prospectus, and related SEC filings when available, which will provide detailed information about the companies, the proposed transaction, and the interests of directors and executive officers participating in the proxy solicitation.

Netflix released an investor communication about its proposed combination with Warner Bros. Discovery (WBD), highlighting results from a Morning Consult survey of 700 U.S. adults conducted on December 8–9, 2025. The survey suggests Americans support the Netflix–Warner Bros. deal by nearly three to one, and that U.S. adults would prefer Netflix over Paramount in a multi‑bidder scenario.

Nearly six in ten Netflix, HBO Max, and Paramount+ subscribers reportedly support the combination, and over half of respondents believe Netflix should receive regulatory approval. Many participants expect more variety, choice, and convenience, with 44% saying the combination would increase the variety of shows and movies and 47% more likely to support it due to improved streaming quality. The communication also explains that the transaction remains subject to stockholder and regulatory approvals, and that Netflix plans to file a Form S‑4 registration statement with the SEC including a joint proxy statement/prospectus.

Netflix and Warner Bros. Discovery describe a proposed combination that would involve issuing Netflix common stock to WBD stockholders, following a planned spin-off of a newly formed WBD subsidiary before closing. The text emphasizes that this is not an offer or solicitation to buy or sell securities and that any offer will only be made through a formal prospectus that meets U.S. securities law requirements.

They include extensive forward-looking statement warnings, highlighting risks such as failing to obtain stockholder and regulatory approvals, completing the WBD business separation, realizing expected synergies, retaining key personnel and managing potential litigation or business disruptions. Netflix plans to file a Form S-4 registration statement with a combined proxy statement/prospectus, and WBD plans related proxy and registration statements, which investors are urged to read when available because they will contain important information about the transaction and the interests of directors and executive officers.

Netflix outlines a definitive agreement to acquire Warner Bros. Discovery in a cash-and-stock merger that WBD’s board has reaffirmed as its preferred transaction over a competing unsolicited tender offer from Paramount Skydance. The deal values WBD at $27.75 per share, made up of $23.25 in cash and $4.50 in Netflix stock with a collar, implying an enterprise value of about $82.7 billion and equity value of $72.0 billion.

WBD stockholders are also expected to receive shares in Discovery Global, a new company that will hold WBD’s Global Linear Networks business and that WBD says can create additional value. Netflix emphasizes its 25+ year history of shareholder value creation, its global streaming reach with over 300 million paid memberships in more than 190 countries, and argues that combining Netflix with Warner Bros.’ film studio, television production and HBO brand will broaden content choice while maintaining theatrical releases with industry-standard windows.

The communication stresses that the merger is presented as pro-consumer and pro-competition, but remains subject to WBD stockholder approval, regulatory clearances, completion of the Discovery Global separation and other conditions, and highlights a wide range of risks that could delay or prevent closing or reduce expected benefits.

Netflix plans to acquire Warner Bros. Discovery, including its film and TV studios, HBO Max and HBO. The combination would bring Warner Bros.’ major franchises such as Harry Potter, Friends, The Big Bang Theory, Casablanca, Game of Thrones and the DC universe together with Netflix originals like Stranger Things, Wednesday, Squid Game, Bridgerton and KPop Demon Hunters under one corporate owner.

For now, nothing changes for subscribers: both streaming services will continue to operate separately, and members keep their current Netflix plans. Closing the deal will require regulatory and stockholder approvals, as well as the separation of certain WBD businesses, and the companies highlight extensive risks and uncertainties around completing the transaction and realizing any expected benefits.

Netflix and Warner Bros. Discovery (WBD) describe a proposed transaction in which Netflix plans to acquire WBD, with Netflix issuing shares of its common stock and WBD spinning off a newly formed subsidiary before the deal closes. The communication emphasizes that this is not an offer to sell securities or a solicitation of votes, and that any offer will be made only through a formal prospectus. It contains extensive forward-looking statement disclosures, highlighting that completion of the transaction depends on stockholder and regulatory approvals, successful separation of WBD businesses, and other closing conditions.

The text outlines key risks such as the possibility the deal is not completed, delays or difficulties integrating the two businesses, shifts in consumer viewing trends, potential litigation, business disruption, and the ability to retain key personnel. It also notes that legislative, regulatory, tax and economic developments could affect both companies. Investors in Netflix and WBD are urged to read the future Form S-4 registration statement and the joint proxy statement/prospectus, which will be filed with the SEC and made available free of charge on the companies’ investor relations websites.