No Matter Who Buys Warner Bros. Discovery, JPMorgan and Allen & Co. Secure $180 Million in M&A Fees

Auction Dynamics and Bidder Lineup

Warner Bros. Discovery launched a formal auction following rebuffs of three offers from Paramount Skydance, controlled by David Ellison, which proposed roles like co-CEO and co-chairman for CEO David Zaslav.[2][3] Paramount Skydance extended its tender offer deadline as recently as January 22, 2026, while capping its bid reluctance above $25 per share.[3]

Netflix emerged as a serious contender, with its planned acquisition tied to recent Q4 2025 results showing record revenue and profit, though analysts downgraded price targets citing deal uncertainties and accelerated content spending.[4][5] Reports highlight Trump administration favoritism toward Paramount Skydance, potentially easing regulatory hurdles in **cross-border M&A trends 2025**.[3]

Fee Structure in Media M&A Deals

Top-tier banks like JPMorgan and Allen & Co. typically earn fees structured as 1-2% of deal value on transactions exceeding $10 billion, with Warner Bros. Discovery’s $77.9 billion enterprise value implying the $180 million haul.[2] This aligns with **private equity exit strategies in media** and strategic sales, where bankers profit from auction processes even if bids falter.

Risks Clouding Deal Closure

Writers Guild of America opposition labels a Paramount-WBD merger a “disaster,” raising labor and regulatory risks that could depress bids.[2][3] Zaslav’s potential $500 million payout from vested shares adds governance friction, while Singular Research’s “moderate buy” upgrade signals upside if a **bidding war potential for Warner Bros Discovery** materializes.[2]

Broader **M&A trends in media 2026** favor consolidation amid streaming wars, but union pushback and antitrust scrutiny—echoing past deals like Disney-Fox—may extend timelines. HBO Max price hikes offer marginal ARPU support, insufficient to offset sale-mode pressures.[2]

Implications for Investors and Advisors

For C-level executives eyeing media assets, this auction underscores banker incentives in **strategic M&A auctions**, where fee guarantees persist amid volatility. Paramount Skydance shares rose on front-runner status, while WBD trades on takeover premiums despite headwinds.[2][3]