Netflix Inc has agreed to purchase the streaming and studio assets of Warner Bros Discovery Inc in a $72bn deal that’s likely to impact the entertainment industry for decades.
Netflix, the world’s dominant streaming platform, has grown to have more than 300mn subscribers — and this would be its first meaningful acquisition. If the deal is approved, Netflix would swallow one of Hollywood’s largest and most venerable film studios.
One major area of interest is the future of theatres, given that they’re not Netflix’s main distribution mechanism. Others are the fate of Warner’s chief executive officer, David Zaslav, and its HBO Max streaming service.
Why is this deal happening?
Streaming has changed the way movies and TV shows are distributed, and legacy media companies like Warner Bros have struggled to come up with their own online offerings as viewers and advertisers cancel cable TV and go to movie theatres less frequently.
Zaslav engineered a 2022 merger between Discovery Inc and Warner, but the stock flagged until Paramount Skydance Corp made an unsolicited offer for the business.
What’s going to happen to cinemas?
In the past, Netflix put just a few films in theatres for limited runs, usually to qualify for industry awards such as the Oscars. It considers viewers at home its primary audience.
Cinema United, the trade association for theatre owners, called the Netflix deal "an unprecedented threat to the global exhibition business.”
Netflix is pledging to maintain Warner Bros’ current operations and "build on its strengths, including theatrical releases for films.”
On a December 5 conference call with investors, Netflix’s co-CEO Ted Sarandos said the company will release about 30 films in theatres this year. His chief gripe with the standard industry release strategy is the time it takes films to move from cinemas to streaming. "I wouldn’t look at this as a change in approach for Netflix movies or for Warner movies,” he said. He added that film releases "will evolve to be much more consumer friendly to be able to meet the audience where they are quicker.”
Who else was bidding for Warner Bros?
Paramount kicked off the bidding with three unsolicited offers this past fall.
In a December 3 letter to Warner Bros, lawyers working for Paramount said the auction process was tilted in Netflix’s favour and that the Warner Bros board may be neglecting its duty to shareholders. The wording of the letter suggested potential legal action. In response, Warner Bros said it "attends to its fiduciary obligations with the utmost care.”
One option Paramount could still deploy is a hostile bid, taking its $30-a-share, all-cash offer directly to shareholders. But that could provoke a prolonged fight with Warner Bros. If Warner Bros accepts an offer other than Netflix’s, it would be required to pay Netflix $2.8bn, according to the terms of their agreement. That high breakup fee would be an additional cost for Paramount to consider if it continues to pursue the company.
What will happen to HBO Max?
While not specifically saying so, Netflix executives suggested that they will continue to operate HBO Max as a separate service, much the way Walt Disney Co offers both Disney+ and Hulu. Services are typically bundled together at discounted prices.
Netflix co-CEO Greg Peters told analysts that there is a high overlap between Netflix and HBO Max subscribers, who he said generate a significant amount of revenue. He said that Netflix could offer different packages and pricing tiers, and sell HBO content more aggressively globally.
Is Warner Bros CEO Zaslav staying around?
The longtime media executive wasn’t present for Netflix’s announcement of the deal. Zaslav hasn’t commented publicly beyond the press release and a memo to staff. No specific roles have been determined for him in the combined companies, according to people familiar with the discussions.
Warner Bros is continuing plans to spin off its cable-TV networks — including CNN, TNT and HGTV — into a new company, Discovery Global, that will be led by Warner Chief Financial Officer Gunnar Wiedenfels. The spinoff is expected in the third quarter of 2026.
What kind of regulatory scrutiny will the Netflix deal get?
Lawyers for Paramount argued in another strongly worded letter to Warner Bros on December 1 that its proposed merger was likely to be approved and a Netflix one "will never close.” The transaction merges two of the world’s largest streaming services and two of the biggest makers of films and TV shows. Hollywood stars and unions have already come out against the deal, as have both Democratic and Republican politicians.
At the very least, the transaction faces a year or more of scrutiny by regulators in multiple jurisdictions, including the US Justice Department and the European Union, before it can close. Netflix, whose executives and lobbyists have already been spending time in Washington to win support, agreed to pay a $5.8bn breakup fee if their deal isn’t approved.
"Our plans here are to work really closely with all the appropriate governments and regulators, but [we’re] really confident that we’re going to get all the necessary approvals that we need,” Sarandos said on December 5.
How will this impact jobs?
Netflix is targeting $2bn to $3bn in cost savings and other synergies in the first few years after the transaction. Most of that will come from reductions in general and administrative expenses, specifically support functions of the businesses where there is overlap, Peters said.