Deal Flow
Letter · prints on one page
Transaction tear sheetData as of Nov 7, 2026
M&A · Tech · Cable & Other Pay Television Services

Netflix Inc to acquire Warner Bros. Discovery, Inc.

Announced Dec 5, 2025 · Terminated Feb 27, 2026

Deal value$82.70BEV $82.70B
Premium121.0%To unaffected price
EV / Adj. EBITDA10.4x2.2x EV / Revenue
ConsiderationCash and stock$27.75 per share

Transaction

Acquirer
Netflix Inc (NFLX)
Target
Warner Bros. Discovery, Inc. (WBD)
Buyer type
Strategic
Offer price per share
$27.75
Enterprise value
$82.70B
Status
Terminated Feb 27, 2026

Deal protections

Break fee (target pays)
$2.80B · 3.4%
Reverse fee (buyer pays)
$5.80B · 7.0%
Go-shop
No-shop
Financing
Committed · BofA Securities, Citigroup, Wells Fargo, BNP Paribas, HSBC

Advisors

To the acquirer
Moelis
To the target
Allen & Company, JPMorgan, Evercore

Sector context · Tech

Comparable deals
68 in the prior 24 months
Premium
121.0% vs. 37.1% sector median
EV / Adj. EBITDA
10.4x vs. 16.5x sector median
Break fee
3.4% vs. 3.0% sector median

Timeline

  1. AnnouncedDec 5, 2025
  2. Proxy filedJan 20, 2026
  3. Definitive proxyFeb 17, 2026
  4. Shareholder vote—
  5. TerminatedFeb 27, 2026
Sources
  • 425 · Dec 5, 2025
  • 425 · Dec 17, 2025

Adj. EBITDA is operating income + D&A + impairment, restructuring, deal costs and stock compensation, less any large gain on a sale, last twelve months, from the target's filings. Calculated by Castle, so it can differ from a bank's adjusted figure.

Prepared with Castle from public SEC EDGAR filings. Figures are extracted automatically; verify against the source documents. Not investment advice.