GAME THEORY / M&A

Deal-Certainty Signaling in the Netflix–Paramount Bidding War for Warner Bros. Discovery

This paper models the Warner Bros. Discovery bidding war as a signaling game, focusing on information asymmetry, financing credibility, break-up fees, expected utility, and deal-certainty signaling.

Update memo as of 3/20/26

This paper largely worked, especially at the level of strategic logic. Its strongest point is that it correctly reframes the contest as a deal-certainty problem, not just a price contest. We can see that Netflix offered $27.75 per share and Paramount offered $30, but the paper argues WBD would rationally prefer the lower bid if Paramount could not credibly prove it could close. The model’s short-run prediction was right, and the paper’s intuition about information asymmetry was a good explanation of why the board initially preferred Netflix.

The situation evolved in a way the framework in the paper actually anticipated. Paramount eventually improved its offer to $31 per share, raised the regulatory termination fee to $7 billion, added a ticking fee for delay, and strengthened its equity support. Due to this, WBD reopened talks, deemed Paramount’s revised proposal superior, and Netflix walked away rather than match it. Ironically, the later outcome vindicated the paper's main idea that if Paramount made the signal more costly and credible, the board’s inference would change.

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