Paramount Skydance has announced revisions to its proposed acquisition of Warner Bros. Discovery, seeking to address shareholder and financing concerns raised in connection with its unsolicited takeover bid.
In a statement released Monday, Paramount said Oracle founder Larry Ellison has provided an irrevocable personal guarantee of $40.4 billion to support the equity financing for its $108 billion all-cash offer for Warner Bros. Discovery. The company said the guarantee is intended to reinforce the certainty of funding for the transaction.
Paramount reiterated that it continues to offer $30 per share in cash for 100% of Warner Bros. Discovery’s outstanding shares and would assume all assets and liabilities of the company if the transaction is completed.
According to Paramount, Warner Bros. Discovery previously questioned the adequacy of the equity financing backing the offer, including funding commitments from the Ellison family trust. Paramount said those concerns were raised publicly in Warner Bros. Discovery’s Schedule 14D-9 filing and related media appearances, despite not being raised during earlier discussions.
In response, Paramount said it has amended its offer to include additional commitments. These include the personal guarantee from Larry Ellison, restrictions on revoking or transferring assets from the Ellison family trust during the transaction period, and public confirmation of the trust’s holdings, including approximately 1.16 billion shares of Oracle common stock.
Paramount also said it has revised proposed transaction terms to provide Warner Bros. Discovery with additional flexibility related to interim operations, including debt refinancing and operating covenants. In addition, the company increased its regulatory reverse termination fee from $5 billion to $5.8 billion to align with comparable transactions.
The offer remains subject to specified conditions, including Warner Bros. Discovery retaining ownership of its Global Networks business. All other terms of the proposal remain unchanged, according to Paramount.
In its statement, Paramount criticized Warner Bros. Discovery’s disclosures related to an alternative transaction with Netflix, noting that certain financial analyses, valuation details, and debt adjustment mechanisms were not included in public filings. Paramount said shareholders should have access to such information to fully assess competing proposals.
David Ellison, Chairman and CEO of Paramount, said the company’s offer continues to represent what it views as the most value-maximizing outcome for Warner Bros. Discovery shareholders.
“Our $30 per share, fully financed all-cash offer remains the superior option,” Ellison said, adding that the transaction would support long-term investment, content production, and consumer choice across the media landscape.
Paramount also announced that its wholly owned subsidiary, Prince Sub Inc., has extended the expiration date of its tender offer to 5:00 p.m. New York City time on January 21, 2026, unless further extended.
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