Paramount Skydance on Monday amended its hostile tender offer for Warner Bros. Discovery, adding an “irrevocable personal guarantee” from Oracle co-founder Larry Ellison covering $40.4 billion of equity financing and any damages claims tied to the offer. The company also lifted its regulatory reverse termination fee to $5.8 billion and extended the tender deadline to 5 p.m. New York time on Jan. 21, 2026.
The amended package targets a specific weakness Warner’s board highlighted last week: funding that relied on an Ellison family trust. Paramount said Ellison will not revoke the trust or “adversely transfer” its assets while a transaction is pending, and it will publish records showing the trust holds about 1.16 billion shares of Oracle common stock and that its material liabilities are publicly disclosed. Paramount also offered Warner added latitude on debt-refinancing moves, representations and interim operating covenants. The offer remains conditioned on Warner continuing to own 100% of its Global Networks business.
Warner’s board, which has backed a separate agreement to combine its studios and streaming operations with Netflix, urged shareholders on Dec. 17 to reject Paramount’s tender offer, calling it a non-binding proposal that “can be terminated or amended” before closing. In that letter, the board argued that “a revocable trust is no replacement for a secured commitment,” and said the Netflix deal provides a binding agreement with specified breakup protections, including a $5.8 billion regulatory termination fee from Netflix. The board also warned that walking away would trigger a $2.8 billion payment to Netflix.
Paramount CEO David Ellison said the $30-per-share all-cash offer remains “fully financed” and “the superior option to maximize value for WBD shareholders.” Some analysts see the revised financing language as clean-up rather than a turning point; S&P Global principal analyst Seth Shafer said he doubted many shareholders “on the fence” were waiting on the specific guarantee now provided. Both the Netflix agreement and a Paramount-Warner tie-up still face long antitrust reviews in the U.S. and abroad.
