Larry Ellison Agrees to Personally Guarantee Paramount Bid for Warner Bros. in Revised Offer

David Ellison’s Paramount has sent a revised offer to acquire Warner Bros., one that keeps the $30 per share price tag but resolves many of the issues that the WBD board had with the deal.

The big change: David Ellison’s father and Oracle founder Larry Ellison has agreed to personally backstop the $40.4 billion in equity financing connected to the deal, and he has agreed not to revoke the Ellison family trust or adversely transfer assets in the trust while any deal is pending.

“Paramount has repeatedly demonstrated its commitment to acquiring WBD. Our $30 per share, fully financed all-cash offer was on December 4^th, and continues to be, the superior option to maximize value for WBD shareholders,” David Ellison said in a statement Monday. “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.”

Paramount also upped its termination fee to $5.8 billion, matching Netflix, and extended the end date for the tender offer to Jan. 21, 2026, giving WBD shareholders a few extra weeks to make a decision. The date can also be extended again by Paramount should they deem it prudent.

Paramount will likely need the extra time to persuade shareholders. The filing Monday said that as of the end of business Dec. 19, only 397,252 shares had been validly tendered and not withdrawn. WBD has more than 2.4 billion shares outstanding. That said, it is not unusual for institutional shareholders to wait until the last minute to formally tender their shares, even if they have indicated that they plan to do so.

Ellison, of course, is trying to pry Warner Bros. Discovery out of the grasp of Netflix, which inked a definitive agreement to acquire the streaming and studios business earlier this month. Paramount, unlike Netflix, wants to buy the whole company, while the streaming giant plans to let WBD continue spinning out its linear networks business.

After WBD went with Netflix, Paramount launched its hostile tender offer, sparking a formal WBD response last week. Paramount’s revised offer seems to resolve most of WBD’s lingering concerns, though the foreign financing from Middle East sovereign wealth funds remains. The value of WBD’s linear networks remains a significant outstanding question, with Paramount estimating them at $1 per share.

In addition, the value of Paramount’s bid remains the same, despite Ellison texting Zaslav that the $30 per share bid was not “best and final.” This led some shareholders to hold out that a revised Paramount bid could go higher, or to hold out hope that a larger bid is coming.