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Netflix & Warner Bros: The Math and Consequences of a $72B Deal

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Netflix & Warner Bros: The Math and Consequences of a $72B Deal

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519 segments

0:00

It's September 2000. Two men, Reed

0:03

Hastings and Mark Randolph, fly to

0:06

Dallas to meet Blogbuster, the king of

0:10

the movie world at the time. They offer

0:12

Blockbuster to buy their struggling

0:14

startup called Netflix.

0:17

At first, the CEO stays silent and then

0:20

calls Netflix a niche business that

0:23

would never last. Fast forward to today.

0:26

That so-called niche business is just

0:29

about to swallow Warner Brothers, the

0:32

beast behind Harry Potter, DC, and HBO.

0:36

Not only did the underdog survive, it

0:38

took Hollywood and the entire movie

0:40

industry by storm. So much so that

0:43

Netflix and Hollywood are synonymous

0:45

these days. Happy New Year, ladies and

0:47

gentlemen. We're starting 2026 with the

0:51

biggest deal in the history of media. I

0:53

will cover the math that makes Netflix

0:55

untouchable, the culture clash between

0:57

data and artistry, and what the Netflix

1:00

Warner Brothers acquisition means for

1:02

the movie industry and entertainment as

1:04

a whole. Let's dive in.

1:07

A quick timeline, October 2025, Warner

1:11

Brothers Discovery is putting the

1:12

company up for sale. The reason,

1:15

catastrophic debts, around $43 billion.

1:19

On December 5, Netflix announces that it

1:21

would buy Warner Brothers Discovery for

1:23

$82 billion, marking the largest media

1:27

transaction in history. Now, when we say

1:30

acquisition, what exactly is being

1:33

acquired? Warner Brothers is a

1:35

conglomerate, as you know, and they have

1:38

two branches so to say, of business. One

1:41

is entertainment, and the other one is

1:44

information services. Entertainment

1:46

includes Warner Brothers Discovery, HBO

1:48

Max, DC franchises like Batman or

1:51

Superman, and of course, Harry Potter.

1:53

And then there are cable networks, their

1:55

gaming division, and sports channels.

1:57

The Netflix deal only covers

1:59

entertainment services, which means that

2:01

if it really happens, Netflix will get

2:04

access to all of HBO's content, DC,

2:07

Harry Potter, and Warner Brothers

2:09

content library. But this acquisition is

2:13

yet to be approved by antirust

2:15

regulators and there's absolutely no

2:17

guarantee that this will happen. But if

2:19

it does, when are we going to see the

2:21

result? The deal is in the review phase.

2:24

It hasn't closed and it is with both the

2:26

Department of Justice Antirust Division

2:29

and potentially the Federal Trade

2:31

Commission. Put a pin in this. I will

2:33

come back to it. The closing is expected

2:35

to take place in the second half of 2026

2:38

at the earliest, potentially extending

2:42

into next year. It is worth mentioning

2:44

that Netflix wasn't the only buyer that

2:46

expressed interest. Paramount also

2:48

fought for it for months, but Warner

2:50

Brothers ended up turning down the $108

2:53

billion deal offered by Paramount, which

2:56

let me emphasize is a larger offer than

2:59

what they got offered by Netflix. The

3:01

reason for that is because they said

3:02

that they specifically wanted Netflix.

3:05

The offer from Paramount stood until

3:07

January 8th, which is a couple of days

3:09

ago, but as of today, Warner Brothers

3:11

has officially rejected Paramount's

3:13

higher bid. So, why does Netflix need

3:16

Warner Brothers?

3:19

Remember last time we told you about

3:20

what it's like to run a YouTube channel

3:22

and what happens behind the scenes?

3:24

Yeah. The only thing I didn't tell you

3:25

about is what it's like to run a

3:27

production team. from scripting,

3:29

storyboarding, shot planning, camera

3:31

angles, set design, props, and a million

3:34

other things. So, we need a video

3:36

production software, but the one that

3:38

would work specifically for YouTube,

3:40

specifically for our team size, our

3:43

channel theme, our scaling plans, and be

3:46

affordable. So, yes, I'm asking for

3:48

something extremely customized. But what

3:51

if I built something entirely custom and

3:53

tailored exactly to my business? That is

3:56

exactly what Rebolt came to fix. Rebolt

3:58

is a noode platform that lets anyone

4:01

build custom tools and AI agents for

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4:11

You can build an entire software system

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designed for your specific business

4:17

regardless of the size. For example,

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build a video production database for a

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creative team that syncs shoots, video

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scripts, and collaborations from Gmail,

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stores lists of shots and B-roll in

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from OpenAI. And with a couple more

4:31

tweaks, I have a custom video production

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system built specifically for our team,

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our channel, and our resources. The

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5:00

sponsoring this part of the video.

5:03

Streaming services is a very mature

5:05

industry. If I ask you to name top three

5:08

streaming services, you would probably

5:10

say YouTube, Netflix, and Amazon video.

5:12

And there's something very specific that

5:15

happens to companies when they're past

5:17

the phase of scaling. When you are a

5:19

mature, well-known player in a mature

5:22

field, much like David Beckham in

5:24

football, revenue and profits matter

5:27

more than subscriber count. After years

5:30

of working in tech industry, there have

5:32

been numerous times when I was asked a

5:34

very typical question during a job

5:36

interview. And the question goes like

5:38

come up with a new product for YouTube

5:40

or come up with a new product or a new

5:42

service for Netflix. And if you go

5:44

through any interview prep for these

5:46

types of questions, the first thing that

5:48

you're going to see is that you have to

5:50

consider market maturity. And Netflix is

5:53

a textbook case. Netflix is a beast. It

5:56

is very mature, very established, and

5:59

every incremental improvement takes

6:01

disproportionate amount of money and

6:03

time. They're simply too big.

6:07

Acquisition of Warner Brothers gives

6:09

them 128 million subscribers technically

6:13

overnight, plus expansion into

6:15

international markets. And most

6:17

importantly, it saves them years of

6:20

incremental gains. So for Netflix, it

6:23

makes sense. But what's in it for Warner

6:26

Brothers? To explain the reason Warner

6:29

Brothers got such a massive debt and

6:31

ended up in a position where they sought

6:33

a buyer, we have to take a step back and

6:36

recall the company that has seemingly

6:39

nothing to do with the movie industry.

6:41

AT&T. In 2018, AT&T acquired Time

6:46

Warner, which owned Warner Brothers,

6:49

HBO, and CNN at the time. The only

6:52

problem, AT&T is not an entertainment

6:55

production business and the corporate

6:58

cultures of a regulated nationwide

7:00

telecommunications monopoly and a

7:03

creative entertainment company collided.

7:06

Within just 3 years, it all went

7:08

downhill and they ended up with lots of

7:10

debt. For people inside Warner, editors,

7:14

screenwriters, camera crews, it meant

7:16

layoffs, hiring freezes, and cancel

7:18

projects. As one analyst summarized,

7:21

AT&T managed to turn a $150 billion

7:24

company into a company they sold for $50

7:27

billion in debt a mere three years

7:29

later. So for Warner Brothers, the

7:32

reason is very simple. Unsustainable

7:34

debts. But even if the math makes sense

7:36

for the business, there is one group of

7:39

people who can kill this deal with a

7:41

single penstroke. Let's come back to our

7:43

pin. Department of Justice Antirust

7:47

Division.

7:48

What do you think is the most

7:51

consequential decision that the

7:52

Department of Justice is going to make?

7:54

The market. The decision which market

7:59

they're analyzing. This is the single

8:01

most important thing that the court has

8:04

to decide before any other analysis

8:06

occurs. The definition of the market.

8:10

And how do you define a market that

8:11

Netflix is in? They can go broadly and

8:14

consider entertainment as a whole. If

8:16

it's entertainment as a whole, what is

8:18

meant by entertainment? Are we talking

8:20

cable, TV, YouTube, media, social media,

8:24

streaming? If yes, the acquisition does

8:27

not raise a risk of monopoly because

8:28

there is a ton of players on the market.

8:30

But if the market is defined narrowly,

8:34

for example, subscription streaming

8:36

only, the acquisition can be deemed

8:38

illegal. Why? because the combined

8:42

market of Warner Brothers and Netflix

8:44

reaches 45% and it becomes a monopoly

8:48

risk and in that case it is a threat to

8:50

the market. You may ask isn't Netflix

8:53

already a monopoly? Yes, in theory but

8:58

in practice Netflix does not have

9:00

monopoly level power. Netflix still

9:02

loses customers when it raises prices.

9:05

Every price increase triggers measurable

9:07

churn, which means that users have

9:09

alternatives and can walk away. When

9:12

they rose prices in the past, thousands

9:14

of subscribers cancelled in a short

9:16

period of time, which proves that

9:18

Netflix cannot set prices without any

9:20

consequences. Their prices are

9:22

localized. Plans in India are 70%

9:25

cheaper than those in the US because

9:27

consumers in India will not pay American

9:29

rates. And lastly, Netflix launched a

9:32

lowerc cost plan with ads to keep or win

9:35

back price sensitive consumers instead

9:37

of simply pushing everybody into the

9:39

high price plan. But legal

9:40

technicalities aside, there is a reason

9:43

Netflix is the one buying and not the

9:46

one being sold. To understand why, we

9:48

have to look at the economics of how

9:50

they actually make and spend their

9:53

money. But as we're about to see, that

9:55

level of efficiency comes with a very

9:57

specific and very controversial

9:59

trade-off. Let's look at the math. The

10:01

economics of Netflix.

10:05

Long gone are the days when Netflix was

10:07

just a content aggregator. They became

10:09

an industrydefining content producer.

10:12

The Crown, Squid Game, The Queen's

10:14

Gambit, Beef, and so many more. 10 years

10:17

ago, they were pioneers. They were bold.

10:20

They created revolutionary shows like

10:22

Black Mirror and subsequently Bander

10:24

Snatch. For those of you who might have

10:26

missed Banner Snatch, it is a show where

10:28

you have the power to make a decision to

10:31

change the plot. Every time a character

10:33

has to make an important decision,

10:35

you're the one who chooses what they do.

10:37

Narcos, Adolescence, Stranger Things,

10:40

The End of the World, my absolute

10:42

favorite. But as time goes on, we're

10:45

seeing fewer of these. Yes, all of these

10:47

are Netflix originals, and these shows

10:49

gave us lots of reasons to get together

10:51

with friends and family, drop everything

10:53

you had to do, and binge watch a show on

10:55

the weekend or holiday season. But

10:57

again, unfortunately, scale comes at a

11:00

cost. The bulk of Netflix's original

11:02

content has been consistently mediocre,

11:05

and the data proves it. There is a

11:07

general sense of deteriorating quality,

11:09

and Reddit has numerous threads on this,

11:12

but the business, the business is

11:15

flourishing. Listen closely, the math is

11:17

wild. Netflix's content budget for 2025

11:20

was projected at $18 billion. And even

11:24

though it's been rising for years, their

11:26

CFO stated that they're nowhere near a

11:29

ceiling when it comes to content

11:30

spending. You may ask, is $18 billion a

11:34

lot? In the grand scheme of things, not

11:37

really. To put this in perspective,

11:39

here's how much Netflix's competitors

11:41

spend. Disney $30 billion across all

11:45

divisions. Warner Brothers Discovery

11:47

19.5 billion. Paramount 15 billion. The

11:52

peak year for Netflix in the context of

11:54

quality was 2019 with further decline.

11:58

Their average rating on Netflix original

12:00

movies is between five and six across

12:03

all years regardless of whether they

12:05

release three or 300 films per year.

12:08

Nevertheless, audience growth 350%

12:13

since 2015, 300 million paid users, low

12:18

churn, high comeback ratio after churn,

12:20

and subscription price went up 65% since

12:23

2018. What this means is that Netflix's

12:26

unit economics are highly efficient,

12:29

which is one of the things that makes

12:31

them highly attractive for an

12:34

acquisition or a merger. So, say what

12:36

you will about the quality, but the

12:38

reality is they're so mature now that

12:40

they can afford to be mediocre and still

12:44

dominate the market. Netflix is the Zara

12:47

of streaming services, and I mean it as

12:49

a praise. Zara is a phenomenal brand.

12:52

They made unachievable for many runway

12:55

fashion available to a midlevel pocket

12:58

budget. And we like Zara for what it is.

13:00

Would you go there to buy a suit for a

13:02

gala? Probably not. But would you go

13:04

there for a pair of jeans for everyday?

13:06

Absolutely. So Netflix, just like Zara,

13:09

brings all sorts of content for all

13:12

kinds of viewers with all kinds of

13:14

tastes and viewing habits at an

13:17

accessible price. And yes, sometimes

13:19

it's Squid Game and sometimes it's a $10

13:22

shirt that falls apart after three

13:23

washes. Nevertheless, a very strong

13:26

business. What does this acquisition

13:28

mean for the streaming industry? There

13:30

are three possible outcomes we might

13:32

witness. Outcome one, deal blocked by

13:35

regulators. If the Department of Justice

13:37

defines the market narrowly as

13:39

subscription streaming only, the deal

13:41

dies. Outcome two, deal approved. HBO

13:45

culture is preserved. This is the best

13:48

case scenario where we get Netflix's

13:50

scale and HBO's artistry. Outcome three,

13:54

deal approved, HBO absorbed, including

13:57

culture shift. Netflix applies its

13:59

completion rate metrics to HBO content

14:02

decisions. A few words on why this is

14:04

important and why the absorbance of HBO

14:07

culture is the biggest concern around

14:09

this acquisition. Product culture is the

14:12

pulse of a tech company. Typically, the

14:15

way one describes a service or a product

14:17

is the litmus test of the product

14:20

culture within that business. Netflix

14:22

aims for each viewer to complete the

14:25

series they started. They don't

14:27

necessarily care about the absolute

14:29

numbers of people who watch the show.

14:31

They care that you finish the show that

14:34

you started. What matters to them is

14:36

that if you start, you have to finish.

14:40

Netflix has a strict rule. If fewer than

14:43

50% of viewers who started the show

14:46

finish the season, the show gets

14:48

cancelled. This is the very foundation

14:50

of Netflix's renewal decisions for any

14:53

show. First Kill, 97 million hours

14:56

watched in the first month, cancelled.

14:59

Completion rate, 44%.

15:02

1899, critically acclaimed German

15:05

sci-fi, cancelled after one season,

15:08

completion rate 32%. Shadow and Bone,

15:11

most watched cancelled show of the first

15:14

half of 2023. cancelled because it did

15:17

not reach Netflix's efficiency baseline,

15:19

but shows with 50% completion rate get

15:22

renewed regardless of total viewing

15:24

numbers. Heartstoppper, which I loved,

15:27

by the way, 53 million hours watched,

15:30

that is 50% watch time compared to the

15:33

first skill yet renewed for multiple

15:36

seasons. Completion rate 73%.

15:39

Arcane 60% completion rate renewed

15:43

despite niche audience, but shows with

15:46

50% completion rate get renewed

15:49

regardless of the total viewing numbers.

15:52

What this means is that the product

15:54

culture at Netflix revolves around

15:57

completion rates. Once again, Netflix

16:00

cares less about how many people watch

16:02

and more about whether those who start

16:05

finish. HBO's product culture, on the

16:08

other hand, can be expressed in one

16:10

sentence. It's not TV, it's HBO. HBO's

16:14

mission for years has been to give

16:16

artists resources and time and then get

16:19

out of their way. For example, The

16:21

Sopranos, a critically acclaimed

16:23

prestige show with psychological

16:25

complexity and plot efficiency. The

16:27

Wire, notoriously slow paced for a

16:29

season that would never survive

16:31

Netflix's completion rate, became the

16:34

most critically acclaimed show in

16:36

television history. HBO is known for its

16:39

signature style, which differs

16:41

dramatically from Netflix's. HBO built

16:44

its reputation on slow burns,

16:46

challenging and complex narratives, and

16:48

very specific artistic vision. But the

16:52

reason I'm against black and white

16:54

division between bad Netflix and good

16:56

HBO is because if you remove the bias

16:59

out of this equation and compare the

17:01

recognitions, you will see that they're

17:03

pretty much on par. Since 2016, HBO and

17:06

HBO Max produced 34 prestige TV shows

17:10

with Metacritic rating 74 plus. Netflix

17:13

produced 33 in the same time period. HBO

17:16

got 130 Emmy nominations, 19 wins as of

17:21

2022. Netflix

17:23

129 nominations with 44 wins. This is

17:27

why I'm saying that it's not that one is

17:29

better than the other. It's about

17:31

completely opposite product cultures. If

17:35

Netflix is Zara, HBO is a limited

17:38

edition Hermes. Both have their markets.

17:41

Both have their audiences. Is there an

17:43

overlap between those audiences? Yes, to

17:46

an extent, but would you get concerns if

17:48

Zara were to acquire Hermes? Yes, you

17:51

would. Understandingly so. The

17:53

acquisition is potentially the decisive

17:55

moment for streaming wars. For nine

17:58

years in a row, Netflix was basically

18:00

uncontested as a content aggregator. It

18:03

licensed content from studios who did

18:05

not view Netflix and streaming as a

18:08

whole as a threat. They built subscriber

18:11

base of a 100 million users without

18:13

meaningful competition. And studios were

18:16

happy to license content to them because

18:18

it was easy money. And all of it was

18:20

fine and dandy until 2019 when the TV

18:23

and movie industry were like, why don't

18:25

we all launch streaming services and

18:28

that's when the streaming wars began

18:31

when every major media company launched

18:33

their own streaming service. Disney

18:35

Plus, HBO Max, Paramount Plus, Amazon

18:39

Video, Disney, NBS, Warner Brothers, all

18:42

of them stopped licensing their content

18:44

to Netflix. Netflix was undercut on

18:47

pricing because the new services were

18:49

coming at $7 to $10 per month versus

18:52

Netflix's 16. And on top of it, every

18:55

platform began its in-house production

18:57

to spin out original content. By 2022,

19:00

the streaming bubble started deflating

19:02

and the hype began to wear off. It

19:04

became obvious that math ain't mathing.

19:08

In-house production was not paying off,

19:10

and many of the streaming services that

19:12

launched simply weren't profitable. And

19:15

this is where Netflix's math becomes

19:17

unbeatable. Content costs don't scale

19:20

linearly. Netflix spends $18 billion

19:23

serving 310 million subscribers. That is

19:26

$58 per subscriber annually. Warner

19:30

Brothers Discovery spent 19 and a half

19:33

billion serving 128 million subscribers.

19:36

That's 152 per subscriber. You simply

19:40

cannot spend your way to Netflix's

19:42

efficiency without Netflix's scale.

19:45

There is a threshold in streaming

19:47

economics where you need about 250

19:49

million subs minimum to achieve

19:52

profitability. Why? Because a prestige

19:56

TV series costs between $100 and $200

19:58

million per season. Examples, House of

20:01

Dragon, Stranger Things. If you have 50

20:04

million subscribers, that is $2 to4 per

20:07

subscriber per show. If you have 300

20:10

million subscribers, that is less than a

20:13

dollar per subscriber per show. At 50 to

20:16

100 million subs, you can afford about

20:18

10 to 20 prestige shows annually before

20:22

unit economics break. At 300 million

20:26

subscribers, you can afford 50 to 100

20:30

prestige shows while maintaining unit

20:32

economics. The reason why streaming wars

20:35

may end after this acquisition is

20:38

because once Netflix reaches more than

20:40

400 million subscribers with HBO's Max's

20:44

library, the economic gap between

20:46

Netflix and all competitors becomes

20:49

insurmountable. Netflix's nightmare

20:51

would be to let Paramount merge or

20:54

acquire Warner Brothers because together

20:56

they would have 228 million subs with

20:59

combined content libraries including

21:01

Harry Potter, Lord of the Rings, HBO's

21:04

masterpieces, and all of Paramount's

21:05

movies. combines spending power,

21:08

sufficient scale to compete on content

21:11

spending per subscriber, which is the

21:13

biggest blocker to date when it comes to

21:15

profitability for streaming services,

21:17

and potential contracts with Sports

21:20

League. The offer Netflix made to Warner

21:22

Brothers allows them to eliminate the

21:25

middle of the market collapse, which

21:27

brings them back to the position they

21:29

were in in mid 2010s, when you either

21:32

have Netflix scale or you die slowly.

21:35

Conclusion:

21:38

Netflix went from being the niche

21:40

startup to the empire that calls the

21:42

shots. But as Netflix swallows Warner

21:45

Brothers, we have to understand that it

21:47

comes at a cost. Netflix has proven that

21:49

efficiency beats prestige and can buy

21:52

the artistic vision. So, is the HBO era

21:55

of slowb burn masterpieces over? We'll

21:58

see. But the underdog is now the Empire.

22:02

Let's just hope that they remember why

22:04

we started watching in the first place.

22:06

We hope this was helpful. Thanks for

22:08

watching. Till next time. Bye.

Interactive Summary

Netflix, once dismissed by Blockbuster as a niche startup, is now poised to acquire Warner Brothers Discovery for $82 billion, marking the largest media transaction in history. This acquisition stems from Warner Brothers Discovery's catastrophic $43 billion debt, largely incurred during its tumultuous ownership by AT&T. The deal, which covers Warner Brothers' entertainment assets like HBO, DC, and Harry Potter content, awaits approval from antitrust regulators, whose decision hinges on how broadly the market is defined. For Netflix, a mature streaming giant, the acquisition offers immediate scale and 128 million new subscribers, crucial for maintaining profitability in a competitive industry where content costs are highly efficient at scale. This move also presents a culture clash: Netflix's data-driven approach, prioritizing content completion rates, stands in contrast to HBO's traditional focus on artistic vision and complex narratives. The acquisition aims to cement Netflix's dominant position, making its economic efficiency insurmountable for competitors and potentially reshaping the future of the streaming landscape.

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