JPMorgan and Allen & Co Set for $180 Million Fee Windfall as Netflix Goes All-Cash in Warner Bros Battle

As the bidding war for Warner Bros Discovery (WBD) escalates, two Wall Street firms are already positioned as key financial winners. JPMorgan and boutique advisory powerhouse Allen & Company are set to earn a combined $180 million in advisory fees for their work on the transaction, according to a securities filing released this week.

The filing shows both banks will receive $90 million each for advising Warner Bros, regardless of whether the company ultimately accepts Netflix’s proposal or a rival hostile offer led by Paramount Skydance.

JPMorgan’s payday expands beyond advisory fees

JPMorgan stands to earn even more from its financing role tied to the restructuring enabling the deal.

People familiar with the matter said JPMorgan has already earned about $189 million in financing fees related to a $17.5 billion bridge loan that allowed Warner Bros Discovery to separate its cable news and sports programming — including CNN — from its studio and film-and-television business.

Combined, JPMorgan’s total take from the deal could reach around $282 million, making it one of the most lucrative media advisory-and-financing packages in recent years.

Netflix makes “checkmate” move: all-cash $82.7 billion bid

The contest intensified late Tuesday after Netflix amended its offer for Warner Bros’ studio and streaming operations, shifting to a pure all-cash bid valued at $82.7 billion, or $27.75 per share.

The move replaced an earlier structure that included stock, in what is widely seen as an attempt to remove valuation uncertainty and neutralize criticism from Paramount Skydance that Netflix stock could be a volatile deal currency.

The all-cash structure could also shorten the timeline to completion by simplifying shareholder approvals and reducing the need for pricing collars.

Paramount Skydance hostile bid nears deadline

All eyes are now on Paramount Skydance, led by David Ellison and backed by his father, Oracle founder Larry Ellison.

Paramount’s $108.4 billion hostile tender offer for the entire Warner Bros Discovery group is scheduled to expire on Wednesday, escalating pressure on shareholders and the WBD board.

While Paramount’s offer is higher in headline value, Warner Bros Discovery has cautioned shareholders about execution complexity and financing certainty — key fault lines as the contest moves into its decisive phase.

Why This Matters

This fight is rapidly becoming a landmark moment in the streaming consolidation cycle:

1. Deal structure is now the weapon — Netflix’s all-cash shift reduces uncertainty and accelerates voting timelines.
2. Wall Street earns regardless — advisers and lenders collect massive fees even before ownership is decided.
3. WBD’s carve-out strategy is central — separating the linear/cable segment changes what buyers are actually bidding for.

Summary

JPMorgan and Allen & Co are set to earn $180 million in advisory fees from Warner Bros Discovery’s sale process, with JPMorgan’s total earnings expected to rise to about $282 million after financing fees tied to a $17.5 billion bridge loan. Netflix has now shifted to an all-cash $82.7 billion bid ($27.75/share) to counter Paramount Skydance’s $108.4 billion hostile tender offer, which is due to expire Wednesday.

FAQs

Q1: Why did Netflix switch to an all-cash offer?

To remove stock volatility risk, simplify the deal for shareholders, and strengthen certainty versus a hostile rival bid.

Q2: What fees are JPMorgan and Allen & Co earning?

A securities filing shows each will earn $90 million in advisory fees, totaling $180 million.

Q3: What is the $17.5 billion bridge loan tied to?

It supported a restructuring enabling Warner Bros Discovery to separate cable news and sports assets from studio and TV operations, according to people familiar with the matter.

Q4: Why is Paramount’s offer considered hostile?

Because it is structured as a tender offer directly to shareholders, rather than a board-supported negotiated merger.

Q5: What happens if Warner Bros exits the Netflix deal?

Termination provisions and breakup fees can be substantial in mega-media deals, and filings suggest this contest includes large penalties depending on which side walks away first.