Netflix & Warner Bros: The Math and Consequences of a $72B Deal
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It's September 2000. Two men, Reed
Hastings and Mark Randolph, fly to
Dallas to meet Blogbuster, the king of
the movie world at the time. They offer
Blockbuster to buy their struggling
startup called Netflix.
At first, the CEO stays silent and then
calls Netflix a niche business that
would never last. Fast forward to today.
That so-called niche business is just
about to swallow Warner Brothers, the
beast behind Harry Potter, DC, and HBO.
Not only did the underdog survive, it
took Hollywood and the entire movie
industry by storm. So much so that
Netflix and Hollywood are synonymous
these days. Happy New Year, ladies and
gentlemen. We're starting 2026 with the
biggest deal in the history of media. I
will cover the math that makes Netflix
untouchable, the culture clash between
data and artistry, and what the Netflix
Warner Brothers acquisition means for
the movie industry and entertainment as
a whole. Let's dive in.
A quick timeline, October 2025, Warner
Brothers Discovery is putting the
company up for sale. The reason,
catastrophic debts, around $43 billion.
On December 5, Netflix announces that it
would buy Warner Brothers Discovery for
$82 billion, marking the largest media
transaction in history. Now, when we say
acquisition, what exactly is being
acquired? Warner Brothers is a
conglomerate, as you know, and they have
two branches so to say, of business. One
is entertainment, and the other one is
information services. Entertainment
includes Warner Brothers Discovery, HBO
Max, DC franchises like Batman or
Superman, and of course, Harry Potter.
And then there are cable networks, their
gaming division, and sports channels.
The Netflix deal only covers
entertainment services, which means that
if it really happens, Netflix will get
access to all of HBO's content, DC,
Harry Potter, and Warner Brothers
content library. But this acquisition is
yet to be approved by antirust
regulators and there's absolutely no
guarantee that this will happen. But if
it does, when are we going to see the
result? The deal is in the review phase.
It hasn't closed and it is with both the
Department of Justice Antirust Division
and potentially the Federal Trade
Commission. Put a pin in this. I will
come back to it. The closing is expected
to take place in the second half of 2026
at the earliest, potentially extending
into next year. It is worth mentioning
that Netflix wasn't the only buyer that
expressed interest. Paramount also
fought for it for months, but Warner
Brothers ended up turning down the $108
billion deal offered by Paramount, which
let me emphasize is a larger offer than
what they got offered by Netflix. The
reason for that is because they said
that they specifically wanted Netflix.
The offer from Paramount stood until
January 8th, which is a couple of days
ago, but as of today, Warner Brothers
has officially rejected Paramount's
higher bid. So, why does Netflix need
Warner Brothers?
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Streaming services is a very mature
industry. If I ask you to name top three
streaming services, you would probably
say YouTube, Netflix, and Amazon video.
And there's something very specific that
happens to companies when they're past
the phase of scaling. When you are a
mature, well-known player in a mature
field, much like David Beckham in
football, revenue and profits matter
more than subscriber count. After years
of working in tech industry, there have
been numerous times when I was asked a
very typical question during a job
interview. And the question goes like
come up with a new product for YouTube
or come up with a new product or a new
service for Netflix. And if you go
through any interview prep for these
types of questions, the first thing that
you're going to see is that you have to
consider market maturity. And Netflix is
a textbook case. Netflix is a beast. It
is very mature, very established, and
every incremental improvement takes
disproportionate amount of money and
time. They're simply too big.
Acquisition of Warner Brothers gives
them 128 million subscribers technically
overnight, plus expansion into
international markets. And most
importantly, it saves them years of
incremental gains. So for Netflix, it
makes sense. But what's in it for Warner
Brothers? To explain the reason Warner
Brothers got such a massive debt and
ended up in a position where they sought
a buyer, we have to take a step back and
recall the company that has seemingly
nothing to do with the movie industry.
AT&T. In 2018, AT&T acquired Time
Warner, which owned Warner Brothers,
HBO, and CNN at the time. The only
problem, AT&T is not an entertainment
production business and the corporate
cultures of a regulated nationwide
telecommunications monopoly and a
creative entertainment company collided.
Within just 3 years, it all went
downhill and they ended up with lots of
debt. For people inside Warner, editors,
screenwriters, camera crews, it meant
layoffs, hiring freezes, and cancel
projects. As one analyst summarized,
AT&T managed to turn a $150 billion
company into a company they sold for $50
billion in debt a mere three years
later. So for Warner Brothers, the
reason is very simple. Unsustainable
debts. But even if the math makes sense
for the business, there is one group of
people who can kill this deal with a
single penstroke. Let's come back to our
pin. Department of Justice Antirust
Division.
What do you think is the most
consequential decision that the
Department of Justice is going to make?
The market. The decision which market
they're analyzing. This is the single
most important thing that the court has
to decide before any other analysis
occurs. The definition of the market.
And how do you define a market that
Netflix is in? They can go broadly and
consider entertainment as a whole. If
it's entertainment as a whole, what is
meant by entertainment? Are we talking
cable, TV, YouTube, media, social media,
streaming? If yes, the acquisition does
not raise a risk of monopoly because
there is a ton of players on the market.
But if the market is defined narrowly,
for example, subscription streaming
only, the acquisition can be deemed
illegal. Why? because the combined
market of Warner Brothers and Netflix
reaches 45% and it becomes a monopoly
risk and in that case it is a threat to
the market. You may ask isn't Netflix
already a monopoly? Yes, in theory but
in practice Netflix does not have
monopoly level power. Netflix still
loses customers when it raises prices.
Every price increase triggers measurable
churn, which means that users have
alternatives and can walk away. When
they rose prices in the past, thousands
of subscribers cancelled in a short
period of time, which proves that
Netflix cannot set prices without any
consequences. Their prices are
localized. Plans in India are 70%
cheaper than those in the US because
consumers in India will not pay American
rates. And lastly, Netflix launched a
lowerc cost plan with ads to keep or win
back price sensitive consumers instead
of simply pushing everybody into the
high price plan. But legal
technicalities aside, there is a reason
Netflix is the one buying and not the
one being sold. To understand why, we
have to look at the economics of how
they actually make and spend their
money. But as we're about to see, that
level of efficiency comes with a very
specific and very controversial
trade-off. Let's look at the math. The
economics of Netflix.
Long gone are the days when Netflix was
just a content aggregator. They became
an industrydefining content producer.
The Crown, Squid Game, The Queen's
Gambit, Beef, and so many more. 10 years
ago, they were pioneers. They were bold.
They created revolutionary shows like
Black Mirror and subsequently Bander
Snatch. For those of you who might have
missed Banner Snatch, it is a show where
you have the power to make a decision to
change the plot. Every time a character
has to make an important decision,
you're the one who chooses what they do.
Narcos, Adolescence, Stranger Things,
The End of the World, my absolute
favorite. But as time goes on, we're
seeing fewer of these. Yes, all of these
are Netflix originals, and these shows
gave us lots of reasons to get together
with friends and family, drop everything
you had to do, and binge watch a show on
the weekend or holiday season. But
again, unfortunately, scale comes at a
cost. The bulk of Netflix's original
content has been consistently mediocre,
and the data proves it. There is a
general sense of deteriorating quality,
and Reddit has numerous threads on this,
but the business, the business is
flourishing. Listen closely, the math is
wild. Netflix's content budget for 2025
was projected at $18 billion. And even
though it's been rising for years, their
CFO stated that they're nowhere near a
ceiling when it comes to content
spending. You may ask, is $18 billion a
lot? In the grand scheme of things, not
really. To put this in perspective,
here's how much Netflix's competitors
spend. Disney $30 billion across all
divisions. Warner Brothers Discovery
19.5 billion. Paramount 15 billion. The
peak year for Netflix in the context of
quality was 2019 with further decline.
Their average rating on Netflix original
movies is between five and six across
all years regardless of whether they
release three or 300 films per year.
Nevertheless, audience growth 350%
since 2015, 300 million paid users, low
churn, high comeback ratio after churn,
and subscription price went up 65% since
2018. What this means is that Netflix's
unit economics are highly efficient,
which is one of the things that makes
them highly attractive for an
acquisition or a merger. So, say what
you will about the quality, but the
reality is they're so mature now that
they can afford to be mediocre and still
dominate the market. Netflix is the Zara
of streaming services, and I mean it as
a praise. Zara is a phenomenal brand.
They made unachievable for many runway
fashion available to a midlevel pocket
budget. And we like Zara for what it is.
Would you go there to buy a suit for a
gala? Probably not. But would you go
there for a pair of jeans for everyday?
Absolutely. So Netflix, just like Zara,
brings all sorts of content for all
kinds of viewers with all kinds of
tastes and viewing habits at an
accessible price. And yes, sometimes
it's Squid Game and sometimes it's a $10
shirt that falls apart after three
washes. Nevertheless, a very strong
business. What does this acquisition
mean for the streaming industry? There
are three possible outcomes we might
witness. Outcome one, deal blocked by
regulators. If the Department of Justice
defines the market narrowly as
subscription streaming only, the deal
dies. Outcome two, deal approved. HBO
culture is preserved. This is the best
case scenario where we get Netflix's
scale and HBO's artistry. Outcome three,
deal approved, HBO absorbed, including
culture shift. Netflix applies its
completion rate metrics to HBO content
decisions. A few words on why this is
important and why the absorbance of HBO
culture is the biggest concern around
this acquisition. Product culture is the
pulse of a tech company. Typically, the
way one describes a service or a product
is the litmus test of the product
culture within that business. Netflix
aims for each viewer to complete the
series they started. They don't
necessarily care about the absolute
numbers of people who watch the show.
They care that you finish the show that
you started. What matters to them is
that if you start, you have to finish.
Netflix has a strict rule. If fewer than
50% of viewers who started the show
finish the season, the show gets
cancelled. This is the very foundation
of Netflix's renewal decisions for any
show. First Kill, 97 million hours
watched in the first month, cancelled.
Completion rate, 44%.
1899, critically acclaimed German
sci-fi, cancelled after one season,
completion rate 32%. Shadow and Bone,
most watched cancelled show of the first
half of 2023. cancelled because it did
not reach Netflix's efficiency baseline,
but shows with 50% completion rate get
renewed regardless of total viewing
numbers. Heartstoppper, which I loved,
by the way, 53 million hours watched,
that is 50% watch time compared to the
first skill yet renewed for multiple
seasons. Completion rate 73%.
Arcane 60% completion rate renewed
despite niche audience, but shows with
50% completion rate get renewed
regardless of the total viewing numbers.
What this means is that the product
culture at Netflix revolves around
completion rates. Once again, Netflix
cares less about how many people watch
and more about whether those who start
finish. HBO's product culture, on the
other hand, can be expressed in one
sentence. It's not TV, it's HBO. HBO's
mission for years has been to give
artists resources and time and then get
out of their way. For example, The
Sopranos, a critically acclaimed
prestige show with psychological
complexity and plot efficiency. The
Wire, notoriously slow paced for a
season that would never survive
Netflix's completion rate, became the
most critically acclaimed show in
television history. HBO is known for its
signature style, which differs
dramatically from Netflix's. HBO built
its reputation on slow burns,
challenging and complex narratives, and
very specific artistic vision. But the
reason I'm against black and white
division between bad Netflix and good
HBO is because if you remove the bias
out of this equation and compare the
recognitions, you will see that they're
pretty much on par. Since 2016, HBO and
HBO Max produced 34 prestige TV shows
with Metacritic rating 74 plus. Netflix
produced 33 in the same time period. HBO
got 130 Emmy nominations, 19 wins as of
2022. Netflix
129 nominations with 44 wins. This is
why I'm saying that it's not that one is
better than the other. It's about
completely opposite product cultures. If
Netflix is Zara, HBO is a limited
edition Hermes. Both have their markets.
Both have their audiences. Is there an
overlap between those audiences? Yes, to
an extent, but would you get concerns if
Zara were to acquire Hermes? Yes, you
would. Understandingly so. The
acquisition is potentially the decisive
moment for streaming wars. For nine
years in a row, Netflix was basically
uncontested as a content aggregator. It
licensed content from studios who did
not view Netflix and streaming as a
whole as a threat. They built subscriber
base of a 100 million users without
meaningful competition. And studios were
happy to license content to them because
it was easy money. And all of it was
fine and dandy until 2019 when the TV
and movie industry were like, why don't
we all launch streaming services and
that's when the streaming wars began
when every major media company launched
their own streaming service. Disney
Plus, HBO Max, Paramount Plus, Amazon
Video, Disney, NBS, Warner Brothers, all
of them stopped licensing their content
to Netflix. Netflix was undercut on
pricing because the new services were
coming at $7 to $10 per month versus
Netflix's 16. And on top of it, every
platform began its in-house production
to spin out original content. By 2022,
the streaming bubble started deflating
and the hype began to wear off. It
became obvious that math ain't mathing.
In-house production was not paying off,
and many of the streaming services that
launched simply weren't profitable. And
this is where Netflix's math becomes
unbeatable. Content costs don't scale
linearly. Netflix spends $18 billion
serving 310 million subscribers. That is
$58 per subscriber annually. Warner
Brothers Discovery spent 19 and a half
billion serving 128 million subscribers.
That's 152 per subscriber. You simply
cannot spend your way to Netflix's
efficiency without Netflix's scale.
There is a threshold in streaming
economics where you need about 250
million subs minimum to achieve
profitability. Why? Because a prestige
TV series costs between $100 and $200
million per season. Examples, House of
Dragon, Stranger Things. If you have 50
million subscribers, that is $2 to4 per
subscriber per show. If you have 300
million subscribers, that is less than a
dollar per subscriber per show. At 50 to
100 million subs, you can afford about
10 to 20 prestige shows annually before
unit economics break. At 300 million
subscribers, you can afford 50 to 100
prestige shows while maintaining unit
economics. The reason why streaming wars
may end after this acquisition is
because once Netflix reaches more than
400 million subscribers with HBO's Max's
library, the economic gap between
Netflix and all competitors becomes
insurmountable. Netflix's nightmare
would be to let Paramount merge or
acquire Warner Brothers because together
they would have 228 million subs with
combined content libraries including
Harry Potter, Lord of the Rings, HBO's
masterpieces, and all of Paramount's
movies. combines spending power,
sufficient scale to compete on content
spending per subscriber, which is the
biggest blocker to date when it comes to
profitability for streaming services,
and potential contracts with Sports
League. The offer Netflix made to Warner
Brothers allows them to eliminate the
middle of the market collapse, which
brings them back to the position they
were in in mid 2010s, when you either
have Netflix scale or you die slowly.
Conclusion:
Netflix went from being the niche
startup to the empire that calls the
shots. But as Netflix swallows Warner
Brothers, we have to understand that it
comes at a cost. Netflix has proven that
efficiency beats prestige and can buy
the artistic vision. So, is the HBO era
of slowb burn masterpieces over? We'll
see. But the underdog is now the Empire.
Let's just hope that they remember why
we started watching in the first place.
We hope this was helpful. Thanks for
watching. Till next time. Bye.
Ask follow-up questions or revisit key timestamps.
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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