David Bridges
Key Points
- Offer Update: Paramount Skydance has revised its bid for Warner Bros. Discovery, now including a personal guarantee from Larry Ellison.
- Shareholder Rejection: Warner Bros. Discovery has advised its shareholders to reject Paramount’s offer, citing an existing agreement with Netflix.
- Financial Backing: The updated proposal incorporates enhanced terms, including an increase in the regulatory termination fee.
- Offer Expiration: The revised bid from Paramount is set to expire on January 21, 2026.
Paramount Skydance isn’t giving up on obtaining Warner Bros. Discovery just yet. The company has amended its $108 billion offer to include Larry Ellison’s “irrevocable personal guarantee” equaling $40.4 billion. Ellison is the founder or Oracle and a backer of Skydance, created by his son David Ellison, Paramount Skydance’s CEO.
On December 17, WBD formally recommended shareholders reject Paramount’s offer. WBD had already accepted an $82.7 billion offer from Netflix, set to close some time next year following regulatory approval. “WBD has unanimously determined that the tender offer launched by Paramount Skydance on December 8, 2025 is not in the best interests of WBD and its shareholders and does not meet the criteria of a ‘Superior Proposal’ under the terms of WBD’s merger agreement with Netflix announced on December 5, 2025,” WBD stated.
The Paramount deal included backing by sovereign wealth funds in places like Saudi Arabia and Qatar. But the Ellisons previously said that, if the other funders dropped out, they would “backstop the full amount of the bid.” That wasn’t enough of a guarantee for WBD.
Now, Paramount has returned with the irrevocable personal guarantee and an agreement that the senior Ellison won’t “revoke” or “adversely transfer” the Ellison family trust’s assets while the transaction is pending. WBD had stated that a personal guarantee was the only fix to Paramount’s inadequate offer.
Paramount might have taken this step, but not with a smile on its face: “None of these concerns, nor the demand for a personal guarantee, were raised by WBD or its advisors to Paramount in the 12-week period leading up to WBD agreeing to the inferior transaction with Netflix, Inc.,” the company stated about its updated offer.
“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,” David Ellison stated. “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.”
Paramount’s updated offer also includes publishing the trust’s assets, more flexible transaction terms and an increase from $5 billion to $5.8 billion of its “regulatory reverse termination fee” — in line with Netflix’s.
Paramount’s offer will expire on January 21, 2026.
Daniel Mercer
Brandon Fletcher
