You can bet that Time Warner execs will say that their agreement to sell the cable and studio company to AT&T confirms the showbiz cliche that content is king. But the terms, with AT&T as the survivor, demonstrate just the opposite.

The telco has agreed to pay about $85 billion, or about $110 a share, Reuters says. AT&T — which controls 26% of U.S. video subscribers at DirecTV and U-verse, and is the No. 2 wireless provider — would pick up channels including CNN, TNT, TBS, and HBO as well as Warner Bros.

AT&T Logo Horizontal

It’s telling that the Dallas-based telco will inherit the company whose roots go back more than a century to the early days of film. Digital and mobile distributors — and search facilitators including Google and Facebook — dominate media’s new value chain.

(So, for that matter, does Apple, which also engaged in merger talks with Time Warner a few months ago, the Wall Street Journal reports.)

These companies control consumers, and have the size and scale to do almost anything they want.

But pay TV has seen its market share decline after decades of consistent growth: People in about 81% of all households subscribe to traditional cable and satellite services, which is down from 88% at the beginning of 2010 and continues to fall.

That’s complicated life for networks that require ever increasing monthly payments, and advertising, to compensate for their rising sports and original programming outlays.

The growth of cord cutting and skinny bundles poses a threat to companies accustomed to generating profit margins that are “higher than almost any other economic entity we can find in Western capitalism,” Bernstein Research’s Todd Juenger says.

Time Warner has reason to be especially concerned: About 85% of its operating profits come from its TV networks.

Wall Street knows this, which is why so many investors love the prospect of a sale — especially for a premium price.

Time Warner shares plummeted last year — along with stock prices for other pay TV network owners. Although they recovered somewhat this year, before word of the AT&T talks got out Time Warner remained short of the price the company commanded in mid-2015.

So it’s easy to see why Time Warner wants to sell. The more interesting question is: Why is AT&T so eager to buy?

The corporate culture at the heavily regulated telcos proved spectacularly ill-suited for the free-wheeling entertainment business back in the mid 1990s when several Baby Bells allied with CAA to create Tele-TV and others joined Disney at Americast. Both TV ventures were short-lived.

AT&T Entertainment Group CEO John Stankey acknowledged in a conversation with Deadline early this year that his company has a lot to learn. The company forged the Otter Media joint venture with Peter Chernin — likely to be an éminence grise for AT&T’s entertainment after the Time Warner deal — and tapped a network of industry vets who have helped ease its move into Hollywood following the $47.4 billion DirecTV acquisition.

John Stankey

“I’m not going to sit here and tell you that I believe AT&T is the best programmer out there, and I’m not going to tell you that I believe we are the masters of the universe in Hollywood,” he said. “It’s important for us to continue to get better and continue to build relationships.”

Stankey added that the company “knows how to build long-term relationships and treat our partners fairly” and is “making progress.”

That would be important. A vertical merger would provide few cost savings.

And it would be foolish for AT&T or any other buyer to yank Time Warner’s networks from other pay TV providers — which still support impressive, if diminishing, profits  — and make them exclusive to their customers. If strategic thinking doesn’t stop AT&T from doing something that rash, federal officials eager to protect competition surely would.

A deal, then, would more likely be defensive — an attempt by AT&T to be sure that someone else doesn’t snap up Time Warner, and then use it to raise the telco’s programming costs.

Would a deal kick off a massive consolidation wave? Tech and telco companies have lots of cash to move, if they want. (U.S. limits on foreign ownership of broadcasting would keep overseas powers from buying most Big Media companies, which include major over-the-air station groups.)

But it’s hard to see targets that would match Time Warner.

Disney is the only other Big Media company that doesn’t have a single dominant owner.  It “might be an impossibly big deal at nearly $150 billion market cap,” RBC Capital Markets’ Steven Cahall says. It also has several properties — especially theme parks — that would be awkward fits for a telco or tech company.

Sumner Redstone’s National Amusements controls Viacom and CBS, and wants to keep control. Rupert Murdoch and his family seem to enjoy running Fox. Brian Roberts likes having Comcast and NBCUniversal, which recently picked up DreamWorks Animation.

That may put a spotlight on Liberty Media’s John Malone, who says he sees an opportunity to combine a lot of much smaller companies — which he describes as “free radicals.”

His empire includes ownership, controlling, or merely influential stakes in players including Charter Communications (the U.S.’ No. 2 cable company), Liberty Global (the largest international TV and broadband company across Europe, Latin America and the Caribbean), Discovery, Lionsgate (which is preparing to buy Malone’s Starz), Sirius XM, Live Nation, QVC, and the Atlanta Braves.

Investment bankers will have their hands full looking to match buyers and sellers. They’ll undoubtedly find some that work. But those who believe that content is king will find it harder to make that case as the kingdom shrinks.