Paramount sweetens hostile Warner Bros. bid after rejection
Paramount Skydance amended its $108 billion tender offer for Warner Bros. Discovery, incorporating Larry Ellison’s irrevocable personal guarantee of $40.4 billion, after Warner Bros. Discovery rejected the initial bid in favor of an $82.7 billion Netflix merger.
David Ellison, CEO of Paramount Skydance and son of Oracle founder Larry Ellison, announced the initial $30-per-share fully cash offer on December 4, 2025. He positioned it as the superior proposal for Warner Bros. Discovery shareholders. Paramount Skydance formally launched the tender offer on December 8, 2025. The bid drew backing from sovereign wealth funds in Saudi Arabia and Qatar. The Ellison family pledged to backstop the full amount if those funders withdrew.
Warner Bros. Discovery’s board announced a merger agreement with Netflix on December 5, 2025. The company later accepted Netflix’s $82.7 billion offer, which requires regulatory approval and expects closure sometime next year. Warner Bros. Discovery formally recommended that shareholders reject Paramount Skydance’s tender offer.
Warner Bros. Discovery stated, “[The board] 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.” The company viewed the Ellisons’ backstop pledge as insufficient to address financing risks.
In response, Paramount Skydance amended its offer to include Larry Ellison’s irrevocable personal guarantee covering $40.4 billion. This guarantee addresses the financing shortfall if sovereign wealth funds withdraw. The amendment also commits the senior Ellison not to revoke or adversely transfer assets in the Ellison family trust during the pendency of the transaction. Warner Bros. Discovery had indicated that such a personal guarantee represented the sole remedy for the original offer’s inadequacies.
Paramount Skydance noted in its updated proposal that none of these concerns, including the demand for a personal guarantee, were raised by Warner Bros. Discovery or its advisors during the 12-week period preceding the agreement with Netflix. The company described the Netflix transaction as inferior.
David Ellison stated, “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.” He added, “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 revised offer includes additional measures: publication of the Ellison family trust’s assets, more flexible transaction terms, and an increase in the regulatory reverse termination fee from $5 billion to $5.8 billion, matching Netflix’s fee. The Paramount Skydance offer expires on January 21, 2026.