Paramount Skydance Corporation has amended its $30 per share all-cash offer for Warner Bros. Discovery to address WBD’s stated concerns regarding Paramount’s superior offer. Paramount continues to offer to purchase, for $30 per share in cash, 100% of the outstanding shares of WBD, and therefore will assume all assets and liabilities of WBD, as the company has claimed in a statement.

On December 17th, in its Schedule 14D-9 filing and through television appearances by WBD principals and advisors, WBD asserted that the full equity backstop from the Ellison family trust—which was included in Paramount’s December 4th proposal to WBD and the December 8th tender offer to WBD shareholders—was inadequate, despite the trust holding a majority of the assets of Larry Ellison, the founder of Oracle and controlling shareholder of Paramount. WBD went on to assert that the only fix would be a personal guarantee from Mr. Ellison. Paramount affirms that “none of these concerns, nor the demand for a personal guarantee, were raised by WBD or its advisors to Paramount in the 12-week period leading up to WBD agreeing to the inferior transaction with Netflix”.

Paramount’s new offer

• Irrevocable Personal Guarantee: Larry Ellison has agreed to provide an irrevocable personal guarantee of $40.4 billion of the equity financing for the offer and any damages claims against Paramount.
• Revocable Trust: Mr. Ellison has agreed not to revoke the Ellison family trust (which has been operating for nearly 40 years as a counterparty to numerous transactions) or adversely transfer its assets during the pendency of the transaction.
• Trust Assets: Paramount is publishing records confirming that the Ellison family trust owns approximately 1.16 billion shares of Oracle common stock and that all material liabilities of the Ellison family trust are publicly disclosed.
• Transaction Terms: In an effort to address WBD’s amorphous need for “flexibility” in interim operations, Paramount’s revised proposed merger agreement offers further improved flexibility to WBD on debt refinancing transactions, representations and interim operating covenants.
• Regulatory Termination Fee: To match the pending transaction, Paramount will increase its regulatory reverse termination fee from $5 billion to $5.8 billion.
• Conditions: The offer is conditioned, among other things, on WBD continuing to own 100% of its Global Networks business. All other terms and conditions of the offer remain unchanged.

Finally, Paramount notes that the Netflix offer includes a dollar-for-dollar adjustment to the proceeds to be received by WBD shareholders based upon net debt on the Streaming & Studios company, but there is no disclosure about how that calculation works either.

The company states that WBD shareholders should have such information so that they can assess and compare the actual Netflix package to Paramount’s offer.

David Ellison, Chairman and CEO of Paramount, affirms: “Paramount has repeatedly demonstrated its commitment to acquiring WBD. 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. 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.”.

In connection with its offer, Paramount’s direct wholly owned subsidiary, Prince Sub, is extending the expiration date of the tender offer to 5:00 p.m., New York City time, on January 21, 2026, unless further extended.

Warner Bros

Warner Bros. Discovery has confirmed that it has received an amended, unsolicited tender offer from Paramount Skydance Corporation to acquire all of the outstanding shares of Warner Bros. Discovery common stock, as it has claimed in a statement.

The Warner Bros. Discovery Board of Directors (the “Board”) has affirmed that will carefully review and consider Paramount Skydance’s offer in accordance with the terms of Warner Bros. Discovery’s agreement with Netflix.

Paramount Skydance’s Amended Tender Offer follows the WBD Board of Directors’ unanimous rejection of Paramount Skydance’s previous unsolicited tender offer received on December 8, 2025. The WBD Board reviewed the December 8 Tender Offer and determined that it provided inadequate value and imposed numerous significant risks and costs on WBD and its stockholders, and did not meet the criteria of a “Superior Proposal” under the Netflix Merger Agreement.

The Board is not modifying its recommendation with respect to the Netflix Merger Agreement.

Warner Bros. Discovery will review the Amended Tender Offer and advise its stockholders of the Board’s recommendation after the completion of that review.

Warner Bros. Discovery stockholders are advised not to take any action at this time with respect to the amended Paramount Skydance tender offer.