Netflix is officially buying Warner Bros. Discovery for a total enterprise value of $82.7B.
The industry-changing deal will see Netflix paying $27.75 a share for the venerable Hollywood studio, with a total equity value of $72B. Netflix will acquire Warner Bros., including its film and television studios, HBO Max and HBO, subject to regulatory conditions – of which there will be several.
The deal will follow after WBD’s global networks division, Discovery Global, spins out into a new publicly-traded company, a move that is now expected to happen in Q3 2026.
In their official announcement, Netflix said it “expects to maintain Warner Bros.’ current operations” and “build on its strengths, including theatrical releases for films.” Netflix added that the acquisition will also allow the company to “significantly expand U.S. production capacity.”
Yesterday, Deadline reported that Netflix had beaten out Paramount and Comcast to buy WBD, and the announcement a few minutes ago confirmed the agreement. The boards of both Netflix and WBD voted “unanimously” to approve the deal.
“Our mission has always been to entertain the world,” said Ted Sarandos, co-CEO of Netflix. “By combining Warner Bros.’ incredible library of shows and movies—from timeless classics like Casablanca and Citizen Kane to modern favorites like Harry Potter and Friends—with our culture-defining titles like Stranger Things, KPop Demon Hunters and Squid Game, we’ll be able to do that even better. Together, we can give audiences more of what they love and help define the next century of storytelling.”
Greg Peters, the other co-CEO of Netflix, said the acquisition would “improve our offering and accelerate our business for decades to come,” adding: “Warner Bros. has helped define entertainment for more than a century and continues to do so with phenomenal creative executives and production capabilities. With our global reach and proven business model, we can introduce a broader audience to the worlds they create—giving our members more options, attracting more fans to our best-in-class streaming service, strengthening the entire entertainment industry and creating more value for shareholders.”
“Today’s announcement combines two of the greatest storytelling companies in the world to bring to even more people the entertainment they love to watch the most,” said David Zaslav, President and CEO of Warner Bros. Discovery. “For more than a century, Warner Bros. has thrilled audiences, captured the world’s attention, and shaped our culture. By coming together with Netflix, we will ensure people everywhere will continue to enjoy the world’s most resonant stories for generations to come.”
The terms of the agreement will see each WBD shareholder receive $23.25 in cash and $4.50 in shares of Netflix common stock for WBD common stock share.
Moelis & Company LLC is acting as Netflix’s financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel. Wells Fargo is acting as an additional financial advisor and, along with BNP and HSBC, is providing committed debt financing related to the transaction.
Allen & Company, J.P. Morgan and Evercore are financial advisors to Warner Bros. Discovery and Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton LLP are serving as legal counsel.
Politics has played a key role in this protracted sale since the start, and one can imagine we will hear from the White House soon on today’s news. The Ellison family has close ties to President Trump. Paramount has consistently argued that it is the only one of the three offers with a clear path to closing, insisting in an open letter published yesterday that the rival offers from Netflix and Comcast both “present serious issues that no regulator will be able to ignore.” Paramount said it believed Netflix, being the dominant streamer in the U.S. and globally, would face major antitrust hurdles adding HBO Max to the fold.
David Ellison’s company also called the sale process unfair and tilted towards Netflix. WBD countered that its board “attends to its fiduciary obligations with the utmost care, and that they have fully and robustly complied with them and will continue to do so.”
In a veiled attack on WBD CEO David Zaslav, Paramount claimed the “sales process has been tainted by management conflicts, including certain members of management’s potential personal interests in post-transaction roles and compensation as a result of the economic incentives embedded in recent amendments to employment arrangements.”
Paramount had offered Zaslav a role if the companies were to merge. It’s not currently clear what role Zaslav will play in a Warner-Netflix merger.
Credit:deadline
