Raising the stakes in its bid to acquire Warner Bros. Discovery (WBD), Paramount Skydance has amended its $30-per-share all-cash offer, addressing earlier concerns raised by WBD’s board with regards to financing certainty and deal protections. The revised bid by Paramount now includes a “personal guarantee” from Oracle founder Larry Ellison, stronger interim operating flexibility, and a higher regulatory break fee. “Paramount continues to offer to purchase, for $30 per share in cash, 100% of the outstanding shares of WBD, and therefore will assume all assets and liabilities of WBD,” the company said in a statement today.

The revised bid comes after Paramount–Skydance on December 8 launched a hostile $108.4 billion bid to wrest the deal from Netflix, after already failing to secure it in an earlier joint effort with Comcast. Notably, streaming giant Netflix had won the deal, securing a $72 billion equity agreement, which would see Warner Bros Discovery’s TV, film studios and streaming assets come under its fold. Paramount’s last-ditch effort could give it superiority over Netflix’s offer.

Key highlights of Paramount’s revised bid to acquire WBD:

1) On December 17th, WBD asserted that the full equity backstop from the Ellison family trust—which was included in Paramount's December 4th proposal to WBD and the December 8th tender offer to WBD shareholders—was “inadequate”, despite the trust holding a majority of the assets of Larry Ellison, the founder of Oracle and controlling shareholder of Paramount. 

2) WBD went on to assert that the only fix would be a personal guarantee from Ellison. “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 says.

3) Paramount has elected to address WBD's concerns, and amended its offer to WBD shareholders, which is conditioned on WBD continuing to own 100% of its Global Networks business.

4) The offer includes irrevocable personal guarantee from Larry Ellison, who 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. 

5) 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.

6) 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.

6) 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.

7) To match the pending transaction, Paramount will increase its regulatory reverse termination fee from $5 billion to $5.8 billion.

8) Paramount has said the Netflix offer includes a dollar-for-dollar adjustment to the proceeds to be received by WBD shareholders based upon net debt on the Streaming & Studios company, but there is no disclosure about how that calculation works either. WBD shareholders should have such information so that they can assess how the actual Netflix package compares to Paramount's offer, particularly while WBD principals and advisors refer to a "risk adjusted" value for Paramount's 100% cash offer and the $30 per share it presents to WBD shareholders. WBD's disclosure likewise omits any detail about the nature and magnitude of that "risk adjustment." 

9) David Ellison, Chairman and CEO of Paramount, says Paramount has repeatedly demonstrated its commitment to acquiring WBD. “Our $30 per share, fully financed all-cash offer was on December 4, and continues to be, the superior option to maximise 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.” 

10) Paramount’s direct wholly owned subsidiary, Prince Sub Inc is extending the expiration date of the tender offer to 5:00 p.m., New York City time, on January 21, 2026, unless further extended. “Equiniti Trust Company, LLC, as the depositary for the tender offer, has advised Prince Sub that, as of 6:00 p.m., New York City time, on December 19, 2025, 397,252 Shares had been validly tendered and not withdrawn from the tender offer.”