Disney is preparing for a full-scale rivalry with Netflix. And that means Disney needs all the programming it can get as it plans for a direct-to-consumer, digitally dominated media future.

Disney's first shot in this war was to announce a deal to buy a collection of assets from 21st Century Fox. But after a federal judge approved AT&T's so-called vertical merger with Time Warner, Comcast entered the bidding, leading to a takeover battle.

On June 20, Disney raised its offer for the assets to $38 a share, or a total of $71.3 billion in cash and stock. On Thursday, Comcast walked away to focus on a separate but related bidding war for the UK broadcaster Sky.

More deals are sure to follow.

It's official: Disney has won a bidding war that paves the way for a $71.3 billion media-industry-rocking deal to acquire a collection of assets from 21st Century Fox. Its rival in the deal, Comcast, withdrew on Thursday.

The deal comes as media companies look for ways to survive as consumers shift their attention to ad-free streaming services from Netflix and Amazon, cut the cord in increasing numbers, and spend an inordinate amount of time glued to mobile screens and social media.

Disney has already declared war against Netflix by launching its own streaming service. And Disney already has some big assets to offer subscribers to this potential service, including movies made by its studios and the rights to megahits like "Star Wars." But it will need as many big guns as it can get in that fight.

If the future is less about cable bundles and classic TV advertising and more about bringing content directly to paying subscribers, then giants like Disney can't stand pat. That's where Fox comes in.

In a statement when the deal was originally announced back in December, the fourth bullet point said:

Expands Disney's direct-to-consumer offerings with addition of 21st Century Fox's entertainment content, capabilities in the Americas, Europe and Asia; Hulu stake becomes a controlling interest.

As one industry observer put it: "Nobody knows what the business model of the future is. But if you have a lot of content, you're either going to get people to pay for it, run ads in it, or license it to somebody. So this is a pretty good hedge for Disney."

So, here's what we're thinking about in terms of breaking down the potential deal:

Building out a superpowered library

Disney's content library seems as good as it gets: Mickey, Pixar, Marvel. Given the company's plans to pull back on Netflix distribution, it's arguably in great shape to launch its own streaming subscription business.

But as consumer media consumption fragments more every year, Disney will need as extensive a menu as possible to ensure it has something for everybody's palate, said Mike Kelly, the CEO of Kelly Newman Ventures, a media-industry consulting firm.

"Media has always been a distribution business, but digital is about one-to-one," he said. "So the only way to remain central to consumers is to continue to have scale by owning as much of a library as possible."

Netflix's approach to this has been to spend heavily to develop new shows and compete with the likes of HBO and major TV networks for hits. With Fox, Disney would grab the rights to a trusted library including "X-Men," "Deadpool," "Planet of the Apes," "Avatar," and "Captain Underpants," and of course the added capability of finding and nurturing future blockbusters.

Defending against FANG

Besides fighting Netflix, everyone in media is making sure they don't get taken out by the rest of Silicon Valley — namely Facebook, Google, Amazon, and Apple. These companies have huge scale and deep pockets and are getting aggressive in content while dominating digital advertising.

"People talk about Facebook and Google taking 85 cents of every dollar in digital ads, but the way those companies look at it is that they are only taking like 20% of advertising overall," Kelly said. "They want it all."

Indeed, overall the so-called FANG companies "are trying to eat [media's] lunch," he said. For big media players, he said, "this is about being around five years from now."

What about sports?

Originally, Fox's regional sports networks were included in this deal. That would have given Disney control of local sports networks like Fox Sports Detroit, which broadcasts Detroit Tigers and Detroit Pistons games, and part of the Yes Network in New York, which streams the Yankees and the Brooklyn Nets.

That could have been a game changer for Disney, which is already the majority owner of ESPN. There's a massive amount of money in local sports rights and advertising.

But as part of its efforts to close this deal, Disney in June agreed to sell Fox's 22 regional sports networks. This move was enough to spur the US Department of Justice to approve the sale, Variety reported.

It remains to be seen who will emerge as a buyer of the 22 networks.

Fox will still be in the sports business in a significant way. FS1, Fox's fledgling ESPN wannabe, as well as FS2 and the Big Ten Network are being spun off as part of a newly listed company that will also own the Fox News and Fox Business channels.

Don't forget FX

If a Disney/Fox mashup is about traditional media girding for an "over the top" future, in which TV is distributed over the internet, then the FX network could prove to be a great test case. The network has produced a continued slate of prestige shows with small but passionate fan bases ("The Americans" got a shoutout in the deal announcement). FX has recently begun offering an ad-free version of the network to Comcast subscribers for $6 a month.

FX CEO John Landgraf is one of the more respected minds in the TV business, and he coined the phrase "peak TV" describing the glut of scripted series. He said a few months ago during an Advertising Week event that a linear TV network may not be "the best expression of our brand." Maybe FX tries to become the next HBO Go?

Or, as Landgraf noted, maybe FX figures out a way to bring free premium TV content to consumers — with a limited number of targeted ads. Either way, FX would be a solid addition to the Disney portfolio.

The power of 'Avatar'

Fox is spending over $1 billion on four planned sequels to James Cameron's smash hit "Avatar." Those movies basically have to work. Is anyone better suited to maximizing a franchise like that (theme parks, merchandise, etc.) than Disney?

From the deal announcement:

"The addition of Avatar to its family of films also promises expanded opportunities for consumers to watch and experience storytelling within these extraordinary fantasy worlds. Already, guests at Disney's Animal Kingdom Park at Walt Disney World Resort can experience the magic of Pandora — The World of Avatar, a new land inspired by the Fox film franchise that opened earlier this year."

"I'm not sure this is about taking on Netflix," Chris Silbermann, a managing partner of the Hollywood talent firm ICM Partners, told Business Insider. "You only need a few big shows to get a subscription service going, like, say, CBS All Access (with the new 'Star Trek'). But on the film side, this makes total sense. Disney owns it from a big-brand perspective. You get access to more Marvel brands like X-Men and Fantastic Four. And given the multibillion bet they have on 'Avatar' alone, there's only one company in the world that can market and leverage it to its full potential, and that's Disney."

Netflix won't stay still and may want to make more deals

Netflix is planning to spend an astonishing $8 billion on content in 2018. How can it keep this spending up? Its subscription service offers a better business model than cable TV or advertising, argued Ted Sarandos, Netflix's chief content officer, speaking at a UBS event.

Sarandos also gushed about the company's recent acquisition of the comic book publisher Millarworld, which provides Netflix with exclusive access to a stable of characters that could be turned into TV shows and movies.

"It's very freeing ... owning your IP," Sarandos said. Owning intellectual property can lead to much bigger relationships and partnerships, he said. And Sarandos didn't shoot down the idea when he was asked whether Netflix may want to make more such deals.