No matter who buys Warner Bros, JPMorgan and Allen & Co win with $180m in M&A fees

Highlights:

• Warner Bros spends hundreds of millions on fees to separate and sell businesses
• JPMorgan earned $189 million in financing and other fees tied to Warner Bros bridge loan
• Paramount expected to extend its tender offer for Warner Bros

Some clear winners are emerging in the bidding war between Netflix and Paramount Skydance for Warner Bros Discovery: JPMorgan and Allen & Company.

The two investment banks stand to make $90 million apiece for their work on the deal as advisers to Warner Bros, according to a securities filing released on Tuesday.

JPMorgan has already earned significantly more on top of that for its role financing a $17.5 billion bridge loan that allowed Warner Bros Discovery to cleave off its cable news networks and sports programming, including CNN, from its movie and television division, two people familiar with the deal said. They asked not to be named to discuss internal matters.

JPMorgan declined to comment. Allen & Company did not return a request for comment.

The battle over Warner Bros escalated this week with a revised $83 billion offer from Netflix for its studio and streaming businesses.

All eyes now turn to Paramount, whose $108 billion tender offer for the entire company closes on Wednesday. It is widely expected to at least extend its existing offer, while investors hope it will counter with even more money.

Warner Bros, in the meantime, is spending hundreds of millions of dollars in fees to separate its two lines of business and sell the company.

Bridge loan fees

JPMorgan has already earned $189 million in financing and other fees ahead of the sale, Warner Bros said. Those fees were for its work on a complex bond transaction and bridge loan that split the company in two prior to the sale, according to two people familiar with the plan.

That's on top of $90 million in M&A fees JPMorgan and Allen & Company each will make, no matter which rival production house nabs the owner of HBO Max and the "Harry Potter" franchise.

Both Netflix and Paramount Skydance want Warner Bros for its film and television studios, extensive content library and major franchises, which also include "Game of Thrones" and DC Comics superheroes Batman and Superman. It is a marquee asset that does not come on the market often, analysts and investors say.

Breakdown of fees

JPMorgan, which LSEG ranked No. 2 on M&A globally last year with $3.1 billion in total fees, stands to make $282 million from Warner Bros, all told, the securities filing shows.

• More than half of that, $189 million, comes from financing and other fees from the bridge loan.
• The bank was paid $15 million for delivering fairness opinions on the original Netflix offer in December and its revised offer this week.
• It stands to make another $30 million in M&A fees by 1 December.
• It will receive another $45 million once the deal closes.
• Netflix paid the bank an additional $3 million in fees over the past two years.

JPMorgan worked with Warner Bros for more than two years analyzing the best M&A options for the studio, coming up with a risky plan to split it in two, one of the people said. To do so, Warner Bros bought back about half of its bonds at a discount, financing the purchase with a $17.5 billion bridge loan from JPMorgan, they said. One of the people said it's the largest non-investment-grade bridge loan ever made on Wall Street.

Bondholders were given a shortened window of five days to take the offer, which reduced Warner Bros' gross debt by $2.2 billion, the company has said.

Allen & Company also stands to make at least $90 million on the deal. One of the board directors at Warner Bros, Paul Gould, is a managing director at Allen & Company, according to Warner Bros.

• At least $6 million of that has been paid to Allen & Company over the previous two years.
• Allen & Company earned $20 million for its fairness opinions on the Netflix offers.
• It is on track to make $30 million in M&A fees by 1 December.
• The boutique investment bank will get another $40 million once the deal closes.

Warner Bros said Gould, who was originally on the board of Discovery Holding Co before it merged with Discovery, does not sit on the transaction advisory team for the merger and will not personally receive any fees tied to it.

These fees do not reflect Warner Bros' total expenses on the deal. It has not disclosed how much it is paying Evercore or its legal advisers, including Debevoise and Plimpton, Kirkland and Ellis, and Wachtell, Lipton, Rosen and Katz.

The $180 million is likely a fraction of what is being spent in the bidding war, since it also does not include fees paid by Netflix and Paramount to their financial and legal advisers.