Barclays Asks: Netflix-Warner Bros Deal – Holy Grail… Or Poisoned Chalice?

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Senators, including Mike Lee, quickly flagged antitrust concerns after Netflix unveiled its $72 billion bid for Warner Bros. (film and TV studios, HBO, and HBO Max), signaling a high likelihood of congressional hearings in the near future. Hollywood insiders were sharply divided, while Wall Street analysts questioned the marriage of a digital disruptor with one of legacy media’s most prominent studios. 

Shortly after the Netflix-WBD deal was announced, Hollywood quickly descended into full-blown panic mode, as we noted:

Already, filmmakers are coming out anonymously saying that the streaming giant, if the deal goes through, would “Hold a Noose Around the Theatrical Marketplace.” Just the fact that creative powerful storytellers are afraid of opposing this deal publicly should tell us something. The deal looks illegal and is likely to face a merger challenge, which I’m going to go into. It may ultimately even prompt a monopolization case against Netflix.

Republican Senator Mike Lee raised the alarm with former WBD CEO Jason Kilar, noting that if the deal went through, it would effectively reduce competition in Hollywood.

Beyond lawmakers and Hollywood insiders, Wall Street analysts commented on the deal, including ones at Barclays that framed a note for clients titled “Poisoned Chalice or Holy Grail?” 

A team of analysts led by Kannan Venkateshwar questioned why Netflix is spending more than $80 billion for a legacy studio company it already disrupted, especially with only $2 to $3 billion in expected synergies and a slow integration due to existing WBD distribution and content-licensing agreements. 

Here are Venkateshwar’s five thoughts about the deal that provide more clarity:

  1. We are surprised that Netflix felt the need to spend $80bn+ and pay a premium for something Netflix disrupted, and it is not clear what problem or opportunity Netflix is solving for that couldn’t have been achieved organically. The deal appears to be largely a bet on Netflix being able to execute better than WBD to monetize Warner’s content slate rather than any immediate sources of upside. Expected synergies at $2–3bn are lower than we anticipated, which is likely in part because of Netflix wanting to run the WBD business as is for the most part. The transition path post acquisition will also be drawn out because of WBD’s content and wholesale deals around the world, which will take some time to unwind, and overlapping subs at HBO and Netflix which will have to be supported separately for a while to avoid revenue synergies.

  2. We also believe the approval process could be tortuous as was seen in AT&T/TWX under the prior Trump administration. While contentious assets such as CNN are not part of the deal, we would still expect the process to be drawn out. In the interim, Netflix valuation will have to factor in deal risks and post combination transition risks, as a result of which we would expect valuation to keep drifting lower and to be a bit more uncorrelated to underlying fundamental performance. Netflix thus far has been seen as a defensive stock with low leverage, low tariff exposure, low macro risk, etc, but the setup now in many ways will be different with new regulatory and integration considerations. More importantly, the stock would now have more legacy media elements sch as box office performance and licensing, which would need to factor into valuation. As seen in Figure 1 below, even assuming present multiples, Netflix stock could still have downside, but if multiples were to drift lower, the risk reward would skew significantly lower.

  3. Longer term, we have highlighted multiple reasons why investors are likely to be skeptical about the prospects of the combination (please see Why a Netflix acquisition of Warner Bros would be a mistake, 31 Oct 2025).  In our opinion, the main issue will be cultural differences in everything from how projects are greenlighted to box office windows, licensing relationships, wholesale distribution deals, and prioritization of budgets across the Netflix and Warner portfolios. While Netflix management team is best in class, this is a large integration to digest even for seasoned management teams and the culture gap between the two organizations is wider than other past media mergers (maybe with the exception of AOL/Time Warner).

  4. From a content perspective, now that Netflix has committed to $80bn+ to buy a franchise factory, it has to ensure that it monetizes DC Comics, Harry Potter, etc, to extract proportionate value.  This in turn will likely result in a more Disney-like focus on scaling up franchises, which is unlikely to be costless. As seen in the case of Disney, too much focus on a franchise strategy tends to limit content breadth, which has long-term organizational costs in terms of creative pipeline stagnation. Netflix does have a different content creation workflow vs traditional studios (more bottom-up vs top-down in Hollywood studios) which may protect against this. However, with management committing to one of the biggest deals in media history, the bar to execute is also higher. Therefore, Netflix will likely have to expand its revenue breath to monetize these assets, which may require a more Disney-like approach. This is not necessarily a negative but will mean a very different investment cycle going forward and the acquisition more being a vehicle for a strategy pivot rather than an accelerant to existing growth drivers.

  5. Laterally, PSKY likely has no path to get in on the deal anymore with WBD’s board approving the deal. Fundamentally, PSKY valuation is tough to justify without the deal and could have significant downside. We also think PSKY will have to raise significant capital just to fund some of the existing strategic priorities (scaling studio output, UFC, streaming, etc). There is a possibility that there are further deals involving cable networks, given spinoffs from other companies, and PSKY could potentially be involved with some of these possible permutations, but again, this is something that would likely require more capital.

Conclusion: Overall, the asset quality across Netflix and Warner is undeniably formidable and this will in essence have no parallel globally. However, success of the deal will take a long time to manifest and in the interim, Netflix’s investment narrative will likely be weighed down by short-term considerations associated with the deal.

Separate commentary from Benny Johnson may reveal a more sinister plot: Netflix’s plan to “own a monopoly on children’s entertainment.” 

Johnson continued:

This is the most dangerous media consolidation in American history. Netflix is trying to acquire Warner Bros. and HBO in an $82 Billion deal. This means Barack and Michelle Obama and the Democrat super-donors that run Netflix will now own a monopoly on children’s entertainment. – The Obamas already have a nine-figure Netflix production deal – They’ve released 17 propaganda titles focused on children, fatherhood, BLM, and trans ideology. – Obama insider Susan Rice sits on Netflix’s board With this deal, they will now control: Batman, Superman, Harry Potter, Lord of the Rings, Looney Tunes, Scooby-Doo, and many other children’s classics. If it closes, the most powerful propaganda machine in history will be owned by the same people who weaponized the IRS, the FBI, and the DOJ against American citizens. They will rewrite the scripts, reboot the heroes, and algorithm-push trans ideology, race guilt, and anti-family messaging straight into your living room. Your daughter will be told girls can be boys before she can read. Your son will be told America was built on evil. Antitrust laws exist for this exact moment. They prohibits mergers that create monopolies. This is textbook illegal.

Johnson’s view may carry weight given that the globalist Rockefeller Foundation recently partnered with YouTube creator MrBeast to launch “next-gen storytelling that inspires action” – essentially a propaganda machine – aimed at the tens of millions of children who watch his videos.

Some on Wall Street remain perplexed because, judged strictly on financial metrics, the Netflix-WBD deal is hard to justify. But viewed through a strategic lens, particularly the race to expand a propaganda machine that influences nation-killing woke into more ​​​​​​youth-focused media franchises, the move becomes very clear.

Control over top-tier children’s shows and movie IP effectively allows Democrats and their globalist allies to influence the next generation with toxic wokeim and transform youth into unhinged far-left activists.

The race to shape children’s media consumption is underway. The next battlefield is a war for children’s minds.

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