Paramount Skydance Corporation has announced amendments to its $30 per share all-cash offer for the acquisition of Warner Bros. Discovery, Inc. (WBD), with the stated aim of addressing concerns raised by WBD regarding the certainty and structure of Paramount’s financing arrangements. Paramount continues to offer to acquire 100 percent of WBD’s outstanding shares, assuming all of WBD’s assets and liabilities, and maintains that its proposal represents a superior alternative to WBD’s previously announced transaction with Netflix, Inc.
The amendments follow statements made by WBD in its Schedule 14D-9 filing and public communications asserting that the equity backstop provided by the Ellison family trust was insufficient and that a personal guarantee from Larry Ellison would be required. Paramount noted that these concerns were not raised during the twelve-week period preceding WBD’s agreement to pursue the Netflix transaction. Nevertheless, Paramount elected to revise its offer in order to remove any remaining uncertainty.
Under the revised terms, Larry Ellison has agreed to provide an irrevocable personal guarantee covering approximately $40.4 billion of the equity financing for the transaction, as well as any potential damages claims against Paramount. In addition, Mr. Ellison has committed not to revoke the Ellison family trust or transfer its assets in a manner that could adversely affect the transaction during its pendency. Paramount has also published information confirming the trust’s ownership of a substantial equity stake in Oracle Corporation and the public disclosure of its material liabilities.
The amended proposal further provides enhanced operational flexibility for WBD during the interim period, including expanded latitude with respect to debt refinancing transactions and interim operating covenants. Paramount has also increased the regulatory reverse termination fee from $5 billion to $5.8 billion, aligning it with the competing transaction structure. The offer remains subject, among other conditions, to WBD retaining full ownership of its Global Networks business, while all other terms of the offer remain unchanged.
Paramount has criticised WBD’s public disclosures for omitting key information regarding the financial analyses underlying the board’s decision to support the Netflix transaction. In particular, Paramount highlighted the absence of disclosure concerning the valuation of WBD’s Global Networks stub equity and the mechanics of net debt adjustments embedded in the Netflix offer. According to Paramount, such information is necessary for shareholders to meaningfully assess the relative value of the competing transactions, especially in light of references by WBD advisers to unspecified “risk adjustments” applied to Paramount’s fully financed cash offer.
David Ellison, Chairman and Chief Executive Officer of Paramount, reiterated the company’s commitment to completing the acquisition, emphasising that the revised offer is designed to maximise value for WBD shareholders while supporting long-term investment, content production, and consumer choice. Paramount has urged the WBD board to take the steps necessary to pursue the transaction.
In connection with the enhanced offer, Paramount’s wholly owned subsidiary, Prince Sub Inc., has extended the expiration date of the tender offer to 21 January 2026. As of 19 December 2025, approximately 397,252 shares had been validly tendered and not withdrawn. Paramount has encouraged WBD shareholders to tender their shares and has indicated that additional information regarding the offer is available through materials filed with the U.S. Securities and Exchange Commission.