Paramount Skydance Corporation has amended its all-cash tender offer for Warner Bros. Discovery, escalating its takeover push weeks after WBD rejected the initial proposal and decided to proceed with a merger with Netflix.
The company has continued to offer $30 per share in cash to acquire 100 percent of WBD, assuming all assets and liabilities, and has sweetened the bid to address concerns raised by the WBD board in its Schedule 14D-9 filing, as per media reports.
The revised offer has included an irrevocable personal guarantee from Larry Ellison covering $40.4 billion of equity financing and any potential damages claims. Paramount has said this step has directly addressed WBD’s stated concern that a trust-level equity backstop was insufficient and that only a personal guarantee could adequately mitigate financing risk.
Paramount has stated that the Ellison family trust backing the deal has held a majority of the assets of Larry Ellison, founder of Oracle and controlling shareholder of Paramount. It has added that these financing concerns were not raised during the 12-week engagement period prior to WBD agreeing to what Paramount has described as an inferior transaction with Netflix.
The company has further said that Mr. Ellison has committed not to revoke the Ellison family trust or transfer assets adversely during the pendency of the transaction. It has also disclosed that the trust owns approximately 1.16 billion shares of Oracle common stock, with all material liabilities publicly disclosed.
Paramount has revised transaction terms to grant WBD greater operational flexibility during the interim period, including expanded leeway on debt refinancing, representations, and operating covenants. It has also increased the regulatory reverse termination fee to $5.8 billion from $5 billion, aligning it with protections included in WBD’s pending Netflix transaction.
The offer has remained conditional on WBD retaining 100 percent ownership of its Global Networks business, with all other terms unchanged.
Paramount has also questioned WBD’s disclosures related to the Netflix deal, stating that the Schedule 14D-9 filing has not outlined the financial analyses relied upon by the WBD board or explained how the value of the Global Networks stub equity has been assessed. The company has said it values the stub equity at $1 per share and has argued that shareholders lack clarity on how net debt adjustments in the Netflix transaction could affect final proceeds.
The company has further challenged references by WBD advisers to a “risk-adjusted” value for Paramount’s cash offer, stating that no details have been provided regarding the methodology or scale of such adjustments.
As part of the amended proposal, Paramount’s wholly owned subsidiary, Prince Sub Inc., has extended the tender offer deadline to 5:00 p.m. New York City time on January 21, 2026, unless further extended. As of December 19, 2025, a total of 397,252 shares have been validly tendered and not withdrawn, according to depositary Equiniti Trust Company.
Paramount has said that tender offer materials have been filed with the US Securities and Exchange Commission and has urged WBD shareholders to tender their shares, reiterating that the bid represents a superior alternative to the Netflix agreement. Warner Bros. Discovery has not yet publicly responded to the amended offer.
David Ellison, Chairman and CEO of Paramount, said, “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.”
