Wells Fargo announced on December 5, 2025 that it, together with BNP Paribas and HSBC, will provide a $59 billion, 364‑day senior unsecured bridge term loan to Netflix to support its acquisition of Warner Bros. Discovery. The commitment letter was signed on December 4, 2025, making the financing the largest bridge loan ever underwritten for a media‑merger transaction.
The loan is structured as a senior unsecured facility with a 364‑day maturity, designed to cover the short‑term working‑capital needs of the combined entity while the deal moves toward regulatory approval. Wells Fargo will serve as an additional financial advisor and administrative agent for the debt, positioning the bank as a key partner in the transaction and reinforcing its strategy to expand its investment‑banking franchise beyond traditional lending.
Wells Fargo’s recent financial performance underscores its capacity to support such a large transaction. In Q3 2025 the bank reported a 5% year‑over‑year increase in revenue to $21.44 billion and a 9% rise in net income to $5.08 billion, while its CET1 ratio stood at 11.0%. Management plans to manage the ratio down to 10–10.5% as the loan is booked, ensuring the facility does not materially erode capital buffers.
The bridge loan is expected to generate significant fee income for Wells Fargo. Investment‑banking fees rose 25% year‑over‑year in Q3 2025, and the bank anticipates additional advisory and underwriting fees from the Netflix‑Warner deal that will help it move toward a top‑five U.S. investment‑banking ranking. The fee‑income boost is a key driver behind the bank’s aggressive growth target of 17–18% return on tangible common equity (ROTCE).
Regulatory approval remains a critical hurdle. The merger is expected to close within 12–18 months, subject to antitrust clearance and other regulatory approvals. The loan’s structure provides liquidity while the deal is under review, but any delay could extend the funding window and increase interest costs. Wells Fargo’s underwriting of the loan signals confidence in the long‑term viability of the combined Netflix‑Warner entity and its ability to meet regulatory requirements.
Market reaction to the announcement reflected the mixed sentiment around the merger. Warner Bros. Discovery shares rose 1.8% in pre‑market trade on December 5, while Netflix shares fell 2.9% in the same period, indicating investors weighed the strategic benefits of the acquisition against the significant financial commitment and integration challenges.
The transaction aligns with Wells Fargo’s broader strategy to deepen its presence in large‑scale corporate and investment banking. By underwriting the largest bridge loan in media‑merger history, the bank demonstrates its capacity to manage complex, high‑value deals, which should enhance its fee‑income profile and strengthen relationships with marquee clients such as Netflix.
Overall, the financing represents a material event that could reshape Wells Fargo’s revenue mix, capital structure, and competitive positioning in the investment‑banking arena.
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