Paramount Skydance's $40.4 Billion Bid Secured by Larry Ellison's Guarantee

Paramount Skydance has intensified its hostile takeover bid for Warner Bros. Discovery (WBD), seeking to reassure shareholders and derail WBD’s existing pact with Netflix. At the heart of Paramount’s revised proposal is an “irrevocable personal guarantee of $40.4 billion” from Oracle co-founder Larry Ellison, contributing to Skydance Media’s $108 billion all-cash offer for WBD. This move directly addresses WBD’s previous concerns regarding the certainty of financing, particularly the lack of a personal commitment from the Ellison family for the $40.65 billion equity component of the original offer.
David Ellison, chairman and CEO of Paramount, reiterated the company's commitment to acquiring WBD, emphasizing that its $30 per share, fully financed all-cash offer remains the superior option for maximizing shareholder value. Paramount believes this acquisition would serve as a catalyst for increased content production, greater theatrical output, and enhanced consumer choice, aiming to strengthen WBD as an iconic Hollywood treasure.
WBD’s board, however, officially rejected Paramount’s initial offer on December 17, instead recommending its shareholders stick to an $83 billion deal with Netflix. Under the Netflix agreement, the streaming giant would acquire Warner Bros.’s TV and film studios, HBO and HBO Max, and games. The WBD board had previously criticized Paramount for allegedly misleading shareholders about a “full backstop” from the Ellison family, citing a proposal that relied on an “unknown and opaque revocable trust” for crucial deal funding.
In response to WBD’s stated concerns, Paramount has introduced several improved components to its offer. Beyond Larry Ellison’s personal guarantee for equity financing and any potential damages claims, the tech mogul has also committed not to revoke the Ellison family trust or adversely transfer its assets during the transaction’s pendency. Paramount has also published records verifying that the Ellison family trust holds approximately 1.16 billion shares of Oracle common stock, with all material liabilities publicly disclosed. Furthermore, Paramount’s revised merger agreement offers WBD improved flexibility on debt refinancing transactions, representations, and interim operating covenants, addressing WBD’s “amorphous need for ‘flexibility.’”
Another significant revision is Paramount’s decision to increase its regulatory reverse termination fee from $5 billion to $5.8 billion, matching Netflix’s figure. This fee would be payable to WBD if the deal fails to clear regulatory review. In connection with its enhanced offer, Paramount’s subsidiary, Prince Sub Inc., has extended the expiration date of the tender offer for WBD shares to 5:00 p.m. ET on January 21, 2026. For Paramount’s hostile bid to succeed over the Netflix agreement, approval from both WBD’s board of directors and its stockholders would be necessary, unless Paramount secures at least 90% of the outstanding shares of WBD common stock in favor of its proposal.
Paramount’s bid is further backed by the sovereign wealth funds of Saudi Arabia, Qatar, and Abu Dhabi. Initially, the involvement of these funds raised concerns within WBD’s board about a problematic national security review by the U.S. government. To mitigate this, the three Arab wealth funds have agreed to forgo any governance rights, including board representation, associated with their non-voting equity investments. Separately, Jared Kushner’s investment firm, Affinity Partners, withdrew from Paramount’s offer for WBD last week.
The negotiations have been fractious, with reports indicating that the Ellisons had even offered WBD CEO David Zaslav a pay package worth
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