In the high-stakes bidding war for Warner Bros Discovery (WBD), the clear winner has already emerged—and it isn’t Netflix or Paramount. It’s the bankers.
According to new securities filings, JPMorgan and Allen & Company will split $180 million in M&A advisory fees ($90M apiece) regardless of who ultimately buys the studio. But for JPMorgan, the payout is significantly higher.
🏦 JPMORGAN’S $282 MILLION HAUL: While the advisory fee is massive, the real money was made in the financing.
- The Strategy: JPMorgan spent two years analyzing options, eventually engineering a risky plan to split WBD’s cable assets (CNN/Sports) from its studio business.
- The Bridge Loan: To execute the split, JPM financed a $17.5 billion bridge loan (the largest non-investment-grade bridge loan in Wall Street history).
- The Total Tab: Including financing fees ($189M) and M&A fees ($90M), JPMorgan stands to generate ~$282 million from this single client engagement.
🤝 THE BOUTIQUE WIN: Allen & Company continues to punch above its weight, securing a $90 million fee alongside the Wall Street giant.
- The Connection: WBD board director Paul Gould is a Managing Director at Allen & Co (though he was recused from the transaction team).
- The Structure: $20M for fairness opinions, $30M by Dec 1, and $40M at closing.
⚔️ THE WAR CONTINUES: The fees are piling up as the bidding war escalates:
- Netflix: Revised $83 billion offer for studio/streaming assets.
- Paramount Skydance: $108 billion tender offer for the whole company (closing Wednesday).
💡 ANALYST TAKEAWAY: This is a masterclass in “Fee Maximization” via complexity. By advising WBD to pursue a complex split before a sale, JPMorgan created a massive financing necessity ($17.5B bridge) that only a balance-sheet giant could service. They didn’t just advise on the deal; they manufactured the financial architecture that made the deal possible—and priced it accordingly.
👇 Dealmakers: Is a $282M total fee package justified for a complex corporate breakup, or does this reset the bar for “Bulge Bracket” pricing?