Paramount is not letting up in its fight to acquire Warner Bros. Discovery. Earlier in December, it was revealed that Netflix had entered into a formal agreement to buy the company for $82.7 billion. Shortly after the announcement broke, Paramount submitted a hostile offer of $30 dollars per share. The WBD board of directors, however, expressed concerns over the multiple parties involved in the offer, which included resources from Middle Eastern parties.
Other concerns listed were the fluctuating stock of Larry Ellison's Oracle, and the potential that Paramount could terminate the deal at any moment. Now, David Ellison and his father have made another play to secure the legendary studio. In a filing detailed in a press release (via CNBC), Paramount Skydance has revealed a new, amended offer, which, per the company, addresses many of the concerns WBD had regarding its initial proposal.
The amendment includes $40.4 billion in equity financing personally guaranteed by Larry Ellison. The Oracle co-founder also agreed not to revoke the Ellison family trust. Furthermore, the company raised its termination fee for the transaction, from $5 billion to $5.8 billion, matching Netflix's own breakup fee, also of $5.8 billion.
Curiously, the offer is said to depend on Warner Bros. Discovery retaining ownership of its Global Networks business, which is comprised of the traditional-television assets the company is looking to spin off as their own entity. For context, Paramount has been very clear about wanting to acquire the entire company, as opposed to acquiring only its studio and streaming assets—which is what Netflix is doing.
The press release for the revised offer lists the changes to the previous bid as follows (Note: the company's offer remains at $30 per share):
- Irrevocable Personal Guarantee: Larry Ellison has agreed to provide an irrevocable personal guarantee of $40.4 billion of the equity financing for the offer and any damages claims against Paramount.
- Revocable Trust: Mr. Ellison has agreed not to revoke the Ellison family trust (which has been operating for nearly 40 years as a counterparty to numerous transactions) or adversely transfer its assets during the pendency of the transaction.
- Trust Assets: Paramount is publishing records confirming that the Ellison family trust owns approximately 1.16 billion shares of Oracle common stock and that all material liabilities of the Ellison family trust are publicly disclosed.
- Transaction Terms: In an effort to address WBD's amorphous need for "flexibility" in interim operations, Paramount's revised proposed merger agreement offers further improved flexibility to WBD on debt refinancing transactions, representations and interim operating covenants.
- Regulatory Termination Fee: To match the pending transaction, Paramount will increase its regulatory reverse termination fee from $5 billion to $5.8 billion.
- Conditions: The offer is conditioned, among other things, on WBD continuing to own 100% of its Global Networks business. All other terms and conditions of the offer remain unchanged.
The company also offered an extended deadline for WBD shareholders to respond to their offer of January 21, 2026. However, the company reserved the right to extend it. As part of the press release, David Ellison once again made the case that Paramount acquiring Warner Bros. Discovery was the best outcome for the industry, calling the company's offer "the superior option":
"Paramount has repeatedly demonstrated its commitment to acquiring WBD. 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. We expect the board of directors of WBD to take the necessary steps to secure this value-enhancing transaction and preserve and strengthen an iconic Hollywood treasure for the future."
The filing also includes a message from Paramount, encouraging shareholders to tender their shares: "Paramount urges WBD shareholders to register their preference for Paramount's superior offer with the WBD Board by tendering their shares today."
Following the filing, Reuters reported a 3% increase in Warner Bros. Discovery stock, and a 7% increase in Paramount's. According to The Hollywood Reporter, backing from Middle Eastern funds remains as part of the offer. As mentioned, that was cited as an important factor in WBD rejecting Paramount's bid, so it will be interesting to see how—if at all—that affects the outcome of the company's latest efforts.
This amended offer follows Netflix's co-CEOs Ted Sarandos and Greg Peters' much-publicized visit to the Warner Bros. Studio lot, led by CEO David Zaslav. It's a mystery whether or not Paramount's latest push will pay off, particularly given recent comments made by the WBD board of directors to shareholders.
In a letter to shareholders earlier in December, the Warner Bros. Discovery board of directors stated: "[Paramount] has consistently misled WBD shareholders that its proposed transaction has a 'full backstop' from the Ellison family." Furthermore, in a statement shared by The Hollywood Reporter, WBD Board of Directors Chair Samuel A. Di Piazza, Jr. said the deal had "significant risks" for shareholders:
"Following a careful evaluation of Paramount's recently launched tender offer, the Board concluded that the offer's value is inadequate, with significant risks and costs imposed on our shareholders. This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six previous proposals. We are confident that our merger with Netflix represents superior, more certain value for our shareholders and we look forward to delivering on the compelling benefits of our combination."