# Warner Bros. Discovery, Inc. (WBD) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_70010bc4ced18d49c3bf · retrieved 2026-08-11T15:50:04.635Z

## Overview
Warner Bros. Discovery, Inc. is a cable and pay television services company that operates streaming and studios segments (Retained Business) and a global linear networks segment (SpinCo Business to be separated).

On January 19, 2026, Warner Bros. Discovery, Inc. (WBD) and Netflix, Inc. entered into an Amended and Restated Agreement and Plan of Merger, amending the original merger agreement dated December 4, 2025. Under the revised transaction, WBD stockholders will receive $27.75 per share in cash (instead of the previously proposed mix of cash and Netflix stock) at the effective time of the merger. The transaction is conditioned on WBD's separation and distribution of its Global Linear Networks segment (SpinCo Business) to create Discovery Global, with Netflix agreeing to reduce the specified amount of net indebtedness to be borne by Discovery Global by $260 million. The WBD Board unanimously approved the Amended and Restated Netflix Merger Agreement on January 19, 2026, and recommended that stockholders approve the merger.

## Terms
- Counterparty: Netflix, Inc. · Consideration: cash · Price/share: $27.75

## Key dates
- Announced 2026-01-07 · Expiry 2026-01-21

## Timeline
- 2026-01-07 · SC 14D9/A (0001193125-26-005426): SC 14D9/A - Warner Bros. Discovery, Inc. — *Warner Bros. Discovery, Inc. is a cable and pay television services company that operates global linear networks and streaming and studios businesses, with plans to separate into two publicly traded companies.* Paramount Skydance Corporation (PSKY), through its subsidiary Prince Sub Inc., launched an unsolicited tender offer to acquire all outstanding shares of Warner Bros. Discovery, Inc. (WBD) Series A common stock at $30.00 per share in cash. The offer, dated December 8, 2025 and amended on December 22, 2025, is subject to multiple conditions including execution of a definitive merger agreement, abandonment of WBD's planned separation of its Streaming & Studios and Global Networks businesses, minimum tender of a majority of shares on a fully diluted basis, regulatory approvals under the Hart-Scott-Rodino Act, and other customary closing conditions. The offer expires on January 21, 2026, unless extended or earlier terminated by PSKY. The WBD Board unanimously rejected the offer on January 6, 2026, and recommended that stockholders reject the tender offer and instead approve the Netflix Merger Agreement.
  https://www.sec.gov/Archives/edgar/data/1437107/0001193125-26-005426.txt
- 2026-01-07 · 425 (0001193125-26-005429): 425 - Warner Bros. Discovery, Inc. — *Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes branded content across television, film, streaming and gaming, including Discovery Channel, HBO Max, CNN, DC, TNT Sports, HBO, HGTV, Food Network, and other iconic brands.* Warner Bros. Discovery's Board of Directors unanimously rejected Paramount Skydance's amended tender offer on December 22, 2025, determining it is not in the best interests of WBD shareholders and does not constitute a "Superior Proposal" under WBD's existing merger agreement with Netflix announced on December 5, 2025. The Board cited insufficient value, significant costs and risks, and heightened risk of failure to close compared to the Netflix combination. WBD shareholders would incur approximately $4.7 billion in costs ($1.79 per share) if they accepted PSKY's offer, including a $2.8 billion termination fee to Netflix, a $1.5 billion debt exchange fee, and approximately $350 million in incremental interest expense. Under the Netflix merger, WBD shareholders will receive $23.25 in cash and Netflix common stock representing a target value of $4.50 based on a collar range, plus ownership in Discovery Global.
  https://www.sec.gov/Archives/edgar/data/1437107/0001193125-26-005429.txt
- 2026-01-07 · SC 14D9/A (0001193125-26-006518): SC 14D9/A - Warner Bros. Discovery, Inc. — *Warner Bros. Discovery, Inc. is a cable and pay television services company that operates linear television networks, streaming platforms, and film and television production studios.* Warner Bros. Discovery, Inc. (WBD) filed Amendment No. 4 to its Schedule 14D-9 solicitation/recommendation statement on January 7, 2026, in response to an unsolicited tender offer by Prince Sub Inc. (a wholly-owned subsidiary of Paramount Skydance Corporation) to purchase all outstanding shares of WBD Series A common stock at $30.00 per share in cash. WBD's Board continues to recommend rejection of the Paramount Skydance offer, maintaining that its signed merger agreement with Netflix at $27.75 per share (plus a spin-off of Discovery Global Networks) provides superior value, a clearer path to closing, and greater shareholder protections, including a $5.8 billion termination fee. The Board cited concerns about the leverage and financing risks of a combined Paramount-WBD entity, the absence of certainty regarding deal closure despite Larry Ellison's personal guarantee of equity, and operational restrictions that would limit WBD's ability to refinance debt or negotiate affiliate agreements during the 15–18 month period to closing.
  https://www.sec.gov/Archives/edgar/data/1437107/0001193125-26-006518.txt
- 2026-01-07 · 425 (0001193125-26-005431): 425 - Warner Bros. Discovery, Inc. — *Warner Bros. Discovery, Inc. is a cable and pay television services company.* Warner Bros. Discovery's board recommended a proposed merger with Netflix over a competing tender offer from Paramount Skydance Corporation (PSKY). Under the Netflix transaction, WBD shareholders would receive $23.25 in cash per share plus shares of Netflix common stock with a target value of $4.50 per share, plus additional value from Discovery Global shares (a newly formed subsidiary to hold certain WBD assets not acquired by Netflix). The board cited Netflix's superior financing certainty, backed by a ~$400 billion company with investment-grade credit rating and 2026E free cash flow of $12 billion or more, as well as the risks and deficiencies in PSKY's competing offer, which would be the largest leveraged buyout in history with ~$87 billion in total pro forma gross debt.
  https://www.sec.gov/Archives/edgar/data/1437107/0001193125-26-005431.txt
- 2026-01-07 · 425 (0001193125-26-006524): 425 - Warner Bros. Discovery, Inc. — *Warner Bros. Discovery, Inc. is a cable and pay television services company that operates linear television networks and streaming platforms.* Warner Bros. Discovery's Board, through Chairman Sam di Piazza, reaffirmed its commitment to a signed merger agreement with Netflix over a competing tender offer from Paramount Skydance Corporation (PSKY). The Netflix deal is valued at $27.75 per share, largely in cash, and includes a $5.8 billion break fee. Although Paramount raised its offer to $30 per share and secured a personal guarantee from Larry Ellison, WBD's Board determined the Netflix transaction remains superior due to lower execution risk, fewer operating constraints, and clearer financing certainty. WBD filed a Schedule 14D-9 solicitation/recommendation statement opposing the PSKY tender offer, with a shareholder vote expected in late spring or early summer 2026.
  https://www.sec.gov/Archives/edgar/data/1437107/0001193125-26-006524.txt
- 2026-01-20 · SC 14D9/A (0001193125-26-015985): SC 14D9/A - Warner Bros. Discovery, Inc. — *Warner Bros. Discovery, Inc. is a cable and pay television services company that operates streaming and studios segments (Retained Business) and a global linear networks segment (SpinCo Business to be separated).* On January 19, 2026, Warner Bros. Discovery, Inc. (WBD) and Netflix, Inc. entered into an Amended and Restated Agreement and Plan of Merger, amending the original merger agreement dated December 4, 2025. Under the revised transaction, WBD stockholders will receive $27.75 per share in cash (instead of the previously proposed mix of cash and Netflix stock) at the effective time of the merger. The transaction is conditioned on WBD's separation and distribution of its Global Linear Networks segment (SpinCo Business) to create Discovery Global, with Netflix agreeing to reduce the specified amount of net indebtedness to be borne by Discovery Global by $260 million. The WBD Board unanimously approved the Amended and Restated Netflix Merger Agreement on January 19, 2026, and recommended that stockholders approve the merger.
  https://www.sec.gov/Archives/edgar/data/1437107/0001193125-26-015985.txt

## Citations
- 0001193125-26-005426 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526005426
- 0001193125-26-005429 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526005429
- 0001193125-26-006518 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526006518
- 0001193125-26-005431 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526005431
- 0001193125-26-006524 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526006524
- 0001193125-26-015985 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526015985