Paramount Skydance (PSKY) has upped the stakes in its hostile takeover bid for Warner Bros. Discovery (WBD) by filing a critical amendment on Monday December 22. While the offer price remains at a premium $30 per share, the structural changes are designed to silence the WBD board concerns over financing. By bringing Oracle (ORCL) founder Larry Ellison directly to the dotted line, Paramount is attempting to force a showdown between its all-cash offer and the existing merger agreement with Netflix.
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Larry Ellison Backstops the $40 Billion Equity Gap
The most significant change in the amended filing is an irrevocable personal guarantee from Larry Ellison covering $40.4 billion in equity financing. Previously, the WBD board rejected the bid because they labeled the Ellison family trust as opaque or revocable.
By putting his personal balance sheet behind the deal, Ellison has removed the primary technical hurdle used by the board to dismiss the offer. This guarantee also extends to any potential damage claims against Paramount which provides a massive financial shield intended to give shareholders the certainty they demanded.
Oracle Shares Anchor the Hostile Offer
In an unusual move for a private transaction, Paramount has published records confirming the assets held within the Ellison family trust to prove its air-tight status. The filing reveals the trust holds approximately 1.16 billion shares of Oracle common stock valued at hundreds of billions of dollars. This disclosure is a direct response to claims that Paramount misled investors about its funding. By making these financials public, Paramount is framing the $30 per share cash offer as the indisputable superior choice compared to the Netflix mixed-cash-and-stock proposal.
Increased Termination Fees Target Deal Certainty
To further entice shareholders, Paramount has increased its regulatory reverse termination fee from $5 billion to $5.8 billion to match the breakup fee offered by Netflix. Paramount continues to argue that its bid faces an easier regulatory path because a Netflix-Warner combination would consolidate too much of the streaming market.
With the tender offer now extended to January 21 2026, the pressure has shifted back to the WBD board to explain why they continue to recommend an offer that provides significantly less in total value.
Key Takeaway
The bottom line is that this is no longer just a corporate merger but a billionaires war of attrition. By providing a personal guarantee, Larry Ellison has effectively neutralized the only technical defense the Warner board had left. If they continue to reject the bid, they risk major shareholder lawsuits for failing their duty to accept a higher cash offer.