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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
About this update from Paramount Skydance Corporation
[{"type":"text","content":"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.\nOn 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 tr...