Warner Bros. Discovery(US:WBD) 虎嗅APP·2025-12-09 11:14Core Viewpoint - The acquisition of Warner Bros. Discovery (WBD) by Netflix for $72 billion, along with assuming $10.7 billion in debt, marks a significant shift in Netflix's strategy, driven by growth anxiety and changes in management style [5][10][13]. Acquisition Details - The assets being acquired include WBD's streaming services like HBO, WBO Studios, and iconic IPs such as "Harry Potter," "DC Universe," and "Game of Thrones," while excluding sports content [7][8]. - The total acquisition cost amounts to $82.7 billion, with Netflix paying $27.75 per share, 84% in cash and 16% in stock [8][9]. - The merger is expected to occur after WBD's restructuring, likely post-Q3 2026, pending regulatory approval due to antitrust concerns [9][10]. Market Context - The valuation of the acquisition is approximately 22x EV/Adj. EBITDA, which is higher than Netflix's current valuation of around 30x [9]. - Netflix's cash reserves are limited, necessitating a $59 billion bridge loan from banks to finance the cash portion of the deal [9][10]. Regulatory Concerns - The primary risk associated with the acquisition is regulatory scrutiny, particularly regarding antitrust issues, as the combined user base in the U.S. could exceed 30% of the market [10][11]. - Netflix may attempt to redefine the streaming market to mitigate regulatory risks by including platforms like YouTube in market share calculations [11][13]. Strategic Shift - Netflix's shift from a "build rather than buy" strategy is attributed to increasing costs of creating new IP and the need for more diverse content to sustain growth [14][15]. - The imposition of a 100% tariff on foreign-produced content by the Trump administration could hinder Netflix's international strategy, further motivating the acquisition [15][16]. Management Changes - The change in Netflix's management style from idealism to a more pragmatic approach is evident, especially following the departure of founder Reed Hastings [17][19]. - Hastings' recent stock sales suggest a divergence from the company's current strategic direction, indicating a shift towards a more realistic outlook under new leadership [19][20]. Financial Implications - The acquisition is expected to save Netflix $2-3 billion annually in content costs, but the financial burden of the bridge loan could exceed these savings, leading to increased interest expenses [21][22]. - The deal may create short-term cash flow pressures and uncertainty for investors, potentially leading to a transition period as the market adjusts to the new strategy [22].