Paramount sweetens bid for Warner Bros. Discovery with Larry Ellison personal guarantee

Paramount Skydance Corporation has amended its all-cash tender offer for Warner Bros. Discovery, escalating its takeover push just weeks after WBD rejected its initial offer and decided to proceed with a merger with Netflix.

Paramount said it continues to offer $30 per share in cash to acquire 100% of WBD, assuming all assets and liabilities, and has now sweetened its proposal to address concerns raised by the WBD board in its Schedule 14D-9 filing.

The revised offer includes an irrevocable personal guarantee from Larry Ellison covering $40.4 billion of equity financing and any potential damages claims, a key demand flagged by WBD in recent disclosures and public statements.

In a statement, Paramount said the Ellison family trust, which backs the deal, holds a majority of the assets of Larry Ellison, the founder of Oracle and controlling shareholder of Paramount. WBD had previously argued that the trust-level equity backstop was insufficient and that only a personal guarantee would adequately mitigate financing risk.

Paramount said these concerns were never raised during the 12-week engagement period prior to WBD agreeing to what it described as an “inferior transaction” with Netflix.

Alongside the personal guarantee, Paramount said Mr. Ellison has committed not to revoke the Ellison family trust or transfer assets adversely during the pendency of the transaction. The company also disclosed that the trust owns approximately 1.16 billion shares of Oracle common stock, with all material liabilities publicly disclosed.

Paramount has also revised transaction terms to provide WBD greater operational flexibility during the interim period, including expanded leeway on debt refinancing, representations and operating covenants. In addition, it has increased the regulatory reverse termination fee to $5.8 billion, up from $5 billion, to match the protections in WBD’s pending Netflix transaction.

The offer remains conditional on WBD retaining 100 percent ownership of its Global Networks business, with all other terms unchanged.

Paramount also took aim at WBD’s disclosures around the Netflix deal, saying the Schedule 14D-9 filing does not outline the financial analyses relied upon by the WBD board, nor does it disclose how the value of the Global Networks “stub equity” was assessed. Paramount said it values the stub equity at $1 per share, and argued that shareholders lack clarity on how the Netflix transaction’s dollar-for-dollar net debt adjustments would ultimately impact proceeds.

The company further questioned references by WBD advisers to a “risk-adjusted” value for Paramount’s cash offer, saying no details have been provided on the methodology or magnitude of that adjustment.

David Ellison, Chairman and CEO of Paramount, said the company’s offer remains the best option for WBD shareholders.

“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,” Ellison said in a statement, adding that the acquisition would support greater investment in content, theatrical releases and consumer choice.

As part of the revised proposal, Paramount’s wholly owned subsidiary Prince Sub Inc. has extended the tender offer deadline to 5:00 p.m. New York City time on January 21, 2026, unless further extended. As of December 19, 2025, 397,252 shares had been validly tendered and not withdrawn, according to the depositary, Equiniti Trust Company.

Paramount said tender offer materials have been filed with the U.S. Securities and Exchange Commission and urged WBD shareholders to tender their shares, reiterating its view that the bid represents a superior alternative to the Netflix agreement.

WBD has not yet publicly responded to the amended offer.