Paramount Sweetens Hostile Bid for WBD with Personal Guarantee from Larry Ellison
Paramount Skydance has amended its $30-per-share all-cash tender offer for Warner Bros. Discovery to address specific concerns raised by the WBD board regarding financing certainty. While maintaining the headline price, the revised proposal now includes an irrevocable personal guarantee from Oracle founder Larry Ellison for $40.4 billion of the equity financing, directly countering WBD’s claim that the previous trust-based backstop was inadequate.
The amended offer also includes a commitment from Mr. Ellison not to revoke the Ellison family trust or adversely transfer its assets during the transaction. Paramount disclosed that the trust holds approximately 1.16 billion shares of Oracle common stock and asserted that all material liabilities are publicly known.
Beyond financing, Paramount moved to match or exceed terms in WBD’s competing deal with Netflix. The revised proposal increases the regulatory reverse termination fee to $5.8 billion, matching the Netflix break fee, and offers looser covenants on debt refinancing and interim operations to address WBD’s request for flexibility. The offer remains conditioned on WBD retaining 100% of its Global Networks business.
Paramount also criticized WBD’s rejection of its bid, noting that WBD’s Schedule 14D-9 filing omitted customary financial analyses and details on the “risk-adjusted” value calculations used to favor the Netflix transaction. Paramount questioned the valuation of the Global Networks stub equity in the Netflix deal—which Paramount values at just $1 per share—and called for transparency on how debt adjustments would impact the final proceeds to WBD shareholders.
“Paramount has repeatedly demonstrated its commitment to acquiring WBD,” said David Ellison, Chairman and CEO of Paramount. “Our $30 per share, fully financed all-cash offer was on December 4th, and continues to be, the superior option to maximize value for WBD shareholders. Because of our commitment to investment and growth, our acquisition will be superior for all WBD stakeholders, as a catalyst for greater content production, greater theatrical output, and more consumer choice.”
