Paramount Skydance Says Larry Ellison Has Made ‘Irrevocable Personal Guarantee’ of $40.4 Billion Toward Warner Bros. Discovery Bid
by Todd Spangler · VarietyParamount Skydance, seeking to reassure Warner Bros. Discovery shareholders that its hostile takeover bid is solid, said that Larry Ellison has made an “irrevocable personal guarantee of $40.4 billion” toward its $108 billion all-cash offer for WBD seeking to derail Netflix’s pact.
Paramount, led by chairman and CEO David Ellison (Larry’s son), also upped its breakup fee to match Netflix’s $5.8 billion figure, payable to WBD in the event that its deal does not clear regulatory review. Paramount announced Monday that it continues to offer $30 per share in cash for 100% of the outstanding shares of WBD, a bid that would encompass all assets and liabilities of WBD.
Larry Ellison, the Oracle co-founder who has a current net worth estimated to be nearly $243 billion, largely bankrolled Skydance Media’s $8 billion takeover of Paramount Global. That merger closed in August.
Reps for WBD did not immediately respond to a request for comment.
Paramount’s bid also is backed by the sovereign wealth funds of Saudi Arabia, Qatar and Abu Dhabi, as first reported by Variety. (The Dec. 1 offer from Paramount Skydance for WBD in its entirety included $10 billion from Saudi Arabia’s Public Investment Fund, $7 billion from Abu Dhabi’s L’imad Holding Co. and $7 billion from the Qatar Investment Authority.) WBD’s board had expressed concerns that would trigger a problematic national security review by the U.S. government. In response, Paramount disclosed in an SEC filing, the three Arab wealth funds “agreed to forgo any governance rights — including board representation — associated with their non-voting equity investments.” Separately, Affinity Partners, the investment firm headed by Jared Kushner (President Trump’s son-in-law), last week dropped out of Paramount’s offer for WBD.
David Ellison said in a statement Monday: “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.”
On Dec. 17, WBD’s board officially rejected Paramount’s offer, recommending that Warner Bros. Discovery shareholders stick to its $83 billion deal with Netflix, under which the streaming giant would acquire Warner Bros.’s TV and film studios, HBO and HBO Max, and games.
Specifically, the Warner Bros. board last week said Paramount “has consistently misled WBD shareholders that its proposed transaction has a ‘full backstop’ from the Ellison family. It does not, and never has.” According to the Warner Bros. Discovery board, the previous Paramount Skydance proposal on Dec. 4 included a $40.65 billion equity commitment “for which there is no Ellison family commitment of any kind. Instead, they propose that you rely on an unknown and opaque revocable trust for the certainty of this crucial deal funding.” WBD said the only fix would be a personal guarantee from Larry Ellison.
According to Paramount, WBD had not raised concerns about Paramount’s financing terms including “the demand for a personal guarantee” from Larry Ellison in the 12-week period leading up to WBD agreeing to the Netflix transaction. Now, Paramount said, it “has elected to address WBD’s current stated concerns” with an amended offer to WBD shareholders.
The improved components of Paramount Skydance’s offer are:
- Irrevocable personal guarantee by Larry Ellison: The tech mogul 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.” As part of that, Larry Ellison has agreed not to revoke the Ellison family trust or “adversely transfer its assets during the pendency of the transaction.”
- Verification of 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.
- Improved flexibility on WBD debt refinancing: 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,” Paramount said.
- Regulatory termination fee matching Netflix: Paramount will increase its regulatory reverse termination fee from $5 billion to $5.8 billion.
In connection with its enhanced offer, Paramount’s direct wholly owned subsidiary, Prince Sub Inc. (the entity set up to pursue the hostile bid), is extending the expiration date of the tender offer for WBD shares to 5:00 p.m. ET on Jan. 21, 2026, unless further extended.
For Paramount’s hostile bid to prevail over the Netflix agreement, both the board of directors of WBD and WBD stockholders would be required to approve it — unless Paramount receives at least 90% of the outstanding shares of WBD common stock voted in favor of the proposal.
Paramount has set up a website with info and updates about its WBD offer at strongerhollywood.com. Netflix’s site with details of its agreement with Warner Bros. is at netflixwbtogether.com.