Netflix Receives $2.8 Billion Fee as WBD Terminates Merger; Financing Commitments Canceled
Netflix said Warner Bros. Discovery terminated their Amended and Restated Agreement and Plan of Merger on Feb 27, 2026, after deciding to pursue a superior proposal from Paramount Skydance. Paramount Skydance paid a $2.8 billion termination fee to Netflix on WBD's behalf. Following the deal's cancellation, Netflix's related bridge commitments, incremental commitments, revolving credit commitments, and delayed draw term loan commitments automatically terminated. The changes remove deal-related obligations while adding substantial cash from the break fee.
Agreement 1: Netflix Receives $2.8 Billion Fee as WBD Terminates Merger; Financing Commitments Canceled
- Agreement terminated: Amended and Restated Agreement and Plan of Merger
- Counterparty: Warner Bros. Discovery
- Original agreement date: Jan 19 2026
- Termination date: Feb 27 2026
- Termination type: Early
- Exit fees / payments: $2,800,000,000
- Reason: WBD accepted a Company Superior Proposal from Paramount Skydance
Agreement 2: Netflix Terminates Bridge Debt Commitment Following Merger Cancellation
- Agreement terminated: Bridge commitment letter (Debt Commitment Letter)
- Counterparty: N/A
- Original agreement date: Dec 4 2025
- Termination date: Feb 27 2026
- Termination type: Early
- Exit fees / payments: None
- Reason: Merger financing no longer required
Agreement 3: Netflix Ends Bridge Facility Incremental Commitments After Deal Termination
- Agreement terminated: Bridge facility incremental commitments agreement
- Counterparty: N/A
- Original agreement date: Jan 19 2026
- Termination date: Feb 27 2026
- Termination type: Early
- Exit fees / payments: None
- Reason: Merger financing no longer required
Agreement 4: Netflix’s 2025 Revolving Credit Commitments Automatically Terminated
- Agreement terminated: Senior unsecured revolving credit agreement (2025 RCF)
- Counterparty: N/A
- Original agreement date: Dec 19 2025
- Termination date: Feb 27 2026
- Termination type: Early
- Exit fees / payments: None
- Reason: Financing tied to canceled merger
Agreement 5: Netflix Terminates Delayed Draw Term Loan Commitments Linked to WBD Deal
- Agreement terminated: Senior unsecured delayed draw term loan credit agreement (DDTL)
- Counterparty: N/A
- Original agreement date: Dec 19 2025
- Termination date: Feb 27 2026
- Termination type: Early
- Exit fees / payments: None
- Reason: Financing tied to canceled merger
Original SEC Filing: NETFLIX INC [ NFLX ] - 8-K - Feb. 27, 2026