Paramount Amends Offer For WBD

It was announced on Friday, December 8, that Netflix would buy Warner Brothers Discovery (WBD) studio operations and HBO Max for $72 billion (with an enterprise value of $82.7 billion).

Paramount was looking to derail the Netflix-Warner Bros Discovery deal, launching a $108 billion hostile takeover bid.

WBD announced that its Board of Directors has unanimously determined that the tender offer launched by Paramount Skydance is not in the best interests of WBD and its shareholders.

On Monday, Paramount amended its bid.

From Paramount:

PARAMOUNT AMENDS ITS SUPERIOR $30 PER SHARE ALL-CASH OFFER FOR WARNER BROS. DISCOVERY

LOS ANGELES and NEW YORK, Dec. 22, 2025 /PRNewswire/ — Paramount Skydance Corporation (NASDAQ: PSKY) (“Paramount”) today has amended its $30 per share all-cash offer for Warner Bros. Discovery, Inc. (NASDAQ: WBD) (“WBD”), 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.

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. 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, Inc. (NASDAQ: NFLX).

Nonetheless, Paramount has elected to address WBD’s current stated concerns, and has amended its offer to WBD shareholders as follows:

• 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.
  WBD’s Schedule 14D-9 filing omits any information about the financial analyses its board of directors relied upon in selecting the Netflix offer, despite such disclosures being customarily included. Accordingly, the filing omits any view as to the value of the Global Networks stub equity which Paramount values at $1 per share. 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. WBD shareholders should have such information so that they can assess how the actual Netflix package compares to Paramount’s offer, particularly while WBD principals and advisors refer to a “risk adjusted” value for Paramount’s 100% cash offer and the $30 per share it presents to WBD shareholders. WBD’s disclosure likewise omits any detail about the nature and magnitude of that “risk adjustment.”

David Ellison, Chairman and CEO of Paramount, said: “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 enhanced offer, Paramount’s direct wholly owned subsidiary, Prince Sub Inc. (“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.

Equiniti Trust Company, LLC, as the depositary for the tender offer, has advised Prince Sub that, as of 6:00 p.m., New York City time, on December 19, 2025, 397,252 Shares had been validly tendered and not withdrawn from the tender offer.

The tender offer statement and related materials have been filed with the SEC. WBD shareholders who need additional copies of the tender offer statement and related materials or who have questions regarding the offer should contact Okapi Partners LLC, the information agent for the tender offer, toll-free at (844) 343-2621.

Paramount urges WBD shareholders to register their preference for Paramount’s superior offer with the WBD Board by tendering their shares today.

WBD shareholders and other interested parties can find additional information about Paramount’s superior offer at www.StrongerHollywood.com.

Fightful will continue to provide updates on any WBD deal when they are known.