Media expert Dylan Byers frames the three-way battle for Warner Bros. Discovery as intensely personal. The motivations of key players like David Ellison (proving himself) and David Zaslav (controlling his exit) are rooted in personal relationships and reputation, making it more than a straightforward M&A negotiation.

The fight for Warner Bros. isn't a simple price war. Netflix's surgical bid for valuable IP and streaming assets forces Warner to value its remaining linear TV business separately. This contrasts with Paramount's higher, all-inclusive offer, creating a complex decision between a clean break and a higher, but more entangled, valuation.

The bidding war for Warner Bros. Discovery between Netflix and Paramount is complex because the offers aren't apples-to-apples. Netflix only wants the studio and streaming assets, leaving behind valuable linear channels like CNN and HGTV. The board's decision hinges on assigning a separate value to this discarded "network business."

The bidding war isn't between equals. Paramount, a smaller and weaker legacy media company, sees the acquisition as a necessity for future relevance. For the much stronger Netflix, it's an opportunistic play to cement its market leadership.

Warner Bros. CEO David Zaslav employed a powerful negotiation tactic by not immediately responding to Paramount's offers. This silence compelled Paramount to repeatedly sweeten its own deal—increasing both the price per share and the percentage of cash—in an effort to secure a response, effectively negotiating against itself.

The Warner Bros. bidding war reveals that massive M&A deals are often driven by human emotion. Personal factors—like a CEO's desire to keep his job, a rival's lingering resentment from a past lost deal, or a buyer's thirst for power—can influence outcomes as much as financial models.

The intense bidding war for Warner Bros. Discovery is driven by unique strategic goals. Paramount seeks subscriber scale for survival, Netflix wants premium IP and sports rights, and Comcast primarily needs modern franchises like Harry Potter to fuel its profitable theme park business.

Despite poor performance, CEO David Zaslav skillfully navigated a bidding war between Netflix and Paramount. By positioning Warner Bros. as a must-have asset in the streaming wars, he drove the acquisition price from $8 to $30 per share, securing a billionaire outcome for himself regardless of the winner.

Paramount needed the acquisition to maintain scale and relevance, making it a "must-win" situation. For Netflix, it was a "nice to have at the right price," showcasing M&A driven by survival versus strategic expansion.