Ever since he landed in Mumbai a week or so ago to help give the final touches to the Reliance-Star India mega merger that was announced on Wednesday, Justin Warbrooke had been struck by a sense of déjà vu. Many years ago, Warbrooke, a Kiwi by birth but with a cool quotient that is innately Californian, had flown into and camped for weeks in India’s financial capital to play matchmaker and close another strategic transaction for his firm — Walt Disney Co’s buyout of Ronnie Srewvala’s UTV Software Communications Ltd, in tranches starting 2006. He was a young executive then, but handles a senior role in Corporate and Business Strategy.

A lot of time has lapsed between the two trades. Mumbai arguably is more polluted, a skyline that resembles a mashup between Singapore and Dubai but minus the infrastructure. Yet some things remain the same.

If the UTV investment and subsequent buyout gave Walt Disney a chance to make a comeback after its first India tie up with KK Modi Group in 1993 went south, the merger with Mukesh Ambani’s flagship Reliance Industries is expected to give the US media giant, a fresh lease of life in Asia’s biggest streaming market after several missteps ranging from losses in sports to losing top talent.

In retrospect, with the UTV deal also underachieving compared to what was originally envisaged, Disney-Reliance had to be a case of being third time lucky.

ET spoke to several executives and officials to piece together all the action that played out behind the scenes of this $8.5 billion stock and cash corporate alliance that is no less racy than a thriller. Most spoke on condition of anonymity. The genesis was in the fall of 2023 and a climax just before the grand pre-wedding party for Ambani’s youngest son Anant in Jamnagar this weekend -- all in a span of five months or so. That’s in sharp contrast with another mega merger that took two years to be called off last month.

The entire Disney top brass including chief executive Bob Iger, advisor Kevin Mayer, Walbrook and K Madhavan Country Manager and President, Disney Star in India are expected to attend the three day jamboree in Jamnagar as special guests.

Interestingly, that is where the two main actors of this biggest media story playing across television screens and OTT platforms in India today -- Mukesh Ambani, the 66 yr old chairman of Reliance Industries, also the richest man of the country, and his peer Robert “Bob” Iger will meet in person for the first time ever since the negotiations between both sides began around last September. Both stayed away from the deal maths, manoeuvres or the merger minutiaes. Instead they sent two of their key lieutenants Manoj Modi and Mayers to hammer it out on the playing field.

Mayer, once seen as Iger’s likely successor, especially after the launch of Disney+, who had worked closely with the CEO on a series of acquisitions and was a key architect of Disney’s streaming strategy before leaving the firm to start Candle Partners, also a media group, only to be cherry picked and parachuted back last July to “turn around” Disney after Iger was brought in 2022 and then given a 2 year extension to fix the behemoth that was broken in every corner – soaring expenses, furious fans of its once vaunted theme parks, striking screenwriters, dipping revenues, uneven performance of Lucasfilm and Disney’s animation and live-action releases and activist shareholders baying for blood.

Mayer’s India mandate from Iger was simple: a holistic solution and not piecemeal slump sale of assets or businesses. An exit from one of the most promising markets that is consuming content on terabytes of free data was also out of the question.

For both Mayer and his colleague Tom Staggs who also had left Disney to start Candle, with the backing of Blackstone, but brought back as Iger’s “advisors”, the world’s largest PE firm was an obvious pit stop.

They have a sizable presence in India and had over the years scoped several media assets including Sony’s local operations, Airtel DTH, Dish TV and Eenadu; and had bought into Jagran Media Network. It had also weighed a co-investment with Star in Asianet for a minority stake, after Rupert Murdoch bought a controlling interest in the Kerala-based network from Rajeev Chandrasekhar, a former telecom-and-media business magnate and the current minister of state for electronics and information technology. Madhavan, himself was the managing director and CEO of Asianet at the time.

In parallel, Madhavan too was talking to potential suitors including Carlyle to put together an investment consortium that would pump in at least a billion dollars and resuscitate Star India and consolidate his position, people aware said.

But for any financial investor, this was a tough call with Jio changing the rules of the game by offering free streaming and cheap data. The financial returns were just not stacking up. “Media in India is also a highly regulated sector with sparring media conglomerates,” said an executive in the know on condition of anonymity. “Which PE firm would want to take on Reliance in India.” None of those conversations therefore moved ahead much.

Enter Reliance.

As talks progressed, Mayer had roped in Walbrooke, a rainmaker who now wears many hats -- head of international finance, CFO, direct-to-consumer business, and international head of business operations, to help him . Walbrooke, himself a company man, joined as a manager after a stint in consulting about two decades back, knew what his bosses and board were seeking.

Once the broad contours were in place, it gathered momentum after Walbrooke visited the Reliance Mumbai office in October followed by Mayer and Modi catching up just before Christmas at the Ambani residence in Stoke Park, London, to shake hands and sign a non binding term sheet with a February 17th deadline.

Both businesses too were to be treated as similar-sized ones, a far cry from Star India’s $15 billion valuation that was often thrown around after Murdoch family crown jewel was acquired in 2019.

Meanwhile, bankers, the valuation specialists from the big and a bevy of lawyers were already tasked to draw out the finer points. By November, the structure too was also clear – create a step-down subsidiary of Viacom18 Media, which will absorb Star India via a stock swap to avoid significant equity dilution of existing partners of Viacom 18.

Viacom18’s entertainment network in the country is a partnership between Ambani’s TV18 Broadcast, Paramount Global and Bodhi Tree Systems.

The combined business also needed money largely on account of the mounting losses of Disney’s sports franchise in India after its jaw dropping Rs 23,575 crore IPL TV rights for the 2023-27 cycle. Iger was not over eager putting more cash at this juncture considering globally it only just about “turned a corner” in the quarter ending February 2024 and announced a $3 billion share buyback programme and a 50% dividend increase to soothe its investors' nerves. So Reliance Industries stepped in with a cheque of Rs 11,500 crore (~$ 1.4 billion). That made Reliance Group (including Viacom 18) the controlling shareholder with 63.16% shareholding.

“Both Reliance, Disney are no pushovers. Both were looking at scale, and Disney retained a meaningful stake for future upside. This is a happy ending for both.” quipped a Reliance executive. “This is a merger but with unequal shareholding.”

Two sides are putting equity instead of one buying the other out for cash. Even the junior shareholder will have rights, added a Disney executive, just before picking his wedding wardrobe for Ambani Junior and Radhika Merchant wedding nuptials with echoes of another union in the background.

With Rihanna, AP Dhillon, Daljit Dosanjh performing in Jamnagar, you don’t want to forget your dancing shoes, do you?