Netflix Inc. has obtained $59 billion in financing commitments according to Fortune from a consortium of Wall Street banks to back its blockbuster $82.7 billion acquisition of Warner Bros. in what would rank as one of the largest corporate bridge loans ever arranged.
The unsecured bridge facility, disclosed in a company filing and statement on Friday, is being led by Wells Fargo & Co., BNP Paribas SA, and HSBC Plc. Wells Fargo alone committed $29.5 billion, marking the biggest single-bank exposure ever recorded for an investment-grade bridge financing at a time when lenders are competing aggressively for fee-rich mandates amid a long-awaited rebound in mega-mergers.
Bridge loans of this magnitude are designed as temporary funding that companies quickly refinance with longer-term capital. Netflix plans to replace the facility with a combination of up to $25 billion in investment-grade corporate bonds sold to institutional investors, $20 billion in delayed-draw term loans typically retained by banks, and a new $5 billion revolving credit facility.
The streaming giant’s ability to tap the investment-grade market at scale reflects its dramatic credit improvement in recent years. Once reliant on high-yield junk bonds during its aggressive content-spending phase, Netflix was upgraded to investment-grade status by both Moody’s Ratings (A3) and S&P Global Ratings (A) in 2023, unlocking significantly lower borrowing costs and a far broader investor base.
If completed, the $59 billion commitment would be the second-largest bridge loan on record, trailing only the $75 billion package Anheuser-Busch InBev arranged in 2015 for its acquisition of SABMiller. The deal underscores Wall Street’s renewed appetite for financing large investment-grade and leveraged transactions after several quiet years.
Under the terms announced Friday, Warner Bros. Discovery shareholders will receive a mix of cash and Netflix stock equivalent to $27.75 per share, implying an enterprise value of approximately $82.7 billion including assumed debt. Netflix has also agreed to pay a $5.8 billion reverse break-up fee should the transaction fail to close or clear regulatory hurdles.
The merger would create a streaming and content colossus combining Netflix’s subscriber scale and technology platform with Warner Bros.’ vast film and television library, HBO brand, CNN news operations, and major studio assets including the Warner Bros. studio lot, DC Comics, and Harry Potter franchises. Netflix expects to generate $2 to $3 billion in annual cost synergies by the third year post-closing.
Adding tens of billions in new debt will temporarily push Netflix’s leverage well above current levels, potentially prompting credit-rating agencies to place the company on watch for possible downgrade. Management has pledged to prioritize rapid deleveraging while continuing share repurchases, aiming to return leverage ratios to levels consistent with current investment-grade ratings within roughly two years.
Warner Bros. Discovery formally put itself up for sale in October after fielding inbound interest from multiple parties. Netflix prevailed over rival bidders including the Paramount-Skydance consortium and Comcast Corp., entering exclusive negotiations earlier this week. The auction process reportedly grew heated, with at least one losing bidder alleging the sale favored Netflix.
The transaction still requires approval from antitrust regulators in the United States and several international jurisdictions, as well as Warner Bros. Discovery shareholder approval. Closing is expected in the second half of 2026 if all conditions are satisfied.
For Wall Street, the Netflix-Warner financing marks the latest milestone in a resurgent wave of mega-deals. Banks have spent much of 2025 rebuilding merger-and-acquisition debt pipelines, with investment-grade borrowers in particular benefiting from strong institutional demand for high-quality corporate credit. The successful syndication and refinancing of Netflix’s bridge is now being closely watched as a bellwether for how easily other large acquisition financings can return to market.
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