Paramount Updates Warner Bros. Offer, Affirms Ellison Family Backing

Paramount is also increasing its regulatory termination fee to $5.8 billion from the initial $5 billion.

Paramount Global and Skydance logos, in this illustration taken on Dec. 17, 2024. Reuters/Dado Ruvic/Illustration/File Photo

Paramount Skydance amended its offer to buy Warner Bros. Discovery on Dec. 22, guaranteeing backing from Oracle billionaire Larry Ellison.

Following questions raised by the Warner Bros. Discovery (WBD) board of directors, the studio said in a statement that Larry Ellison, the father of Paramount CEO David Ellison, would support the acquisition.

This month, Paramount presented WBD with an all-cash $30-per-share bid valuing the entertainment empire, including its portfolio of television networks, at $108.4 billion.

But Samuel Di Piazza Jr., chair of the WBD board of directors, called it “inadequate, with significant risks and costs” compared with Netflix’s proposal.

Streaming giant Netflix said earlier this month that it would acquire the entertainment empire in a cash-and-stock transaction of $27.75 per share—cash: $23.25 a share; stock: $4.50 per share—giving the deal a total equity value of $72 billion.

In an interview with CNBC’s “Squawk Box” on Dec. 17, Di Piazza said that the board would have preferred more involvement from Larry Ellison.

“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,” Paramount said in a statement.

“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.”

Additionally, Paramount is releasing records confirming that the Ellison family trust holds approximately 1.16 billion shares of Oracle common stock and that all material liabilities associated with the trust have been publicly disclosed.

Staring Down Regulatory Roadblocks

The company is also increasing its regulatory termination fee to $5.8 billion from the initial $5 billion.

For weeks, there have been widespread concerns that a Netflix–Warner Bros. merger would not endure regulatory scrutiny, including from President Donald Trump and lawmakers.

“[Netflix has] a very big market share, and when they have Warner Bros., you know, that share goes up a lot. But it is a big market share. There’s no question. It could be a problem,” Trump told reporters on Dec. 7.

Sen. Elizabeth Warren (D-Mass.) described it as an “anti-monopoly nightmare.”

If approved, it would combine the world’s largest streaming platform with the third-largest, as Netflix would fold the Warner Bros. film studio and the HBO streaming service into its ecosystem.

“Paramount has repeatedly demonstrated its commitment to acquiring WBD,” David Ellison said.

“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 extended the expiration of its offer to Jan. 21, 2026.

Shares of Warner Bros. rose by almost 4 percent in pre-market trading. Netflix and Paramount rose by about 3 percent and 0.4 percent, respectively.

Market watchers, including Paul Meeks, head of technology research at Freedom Capital Markets, have been hesitant to support Netflix’s pursuit of Warner Bros.

“NFLX, please run from the Warner Bros Discovery deal!” Meeks said in a note emailed to The Epoch Times.

Still, if Netflix can purchase the iconic film and television studio, the merger would provide cost-conscious consumers with high-value options, according to Eric Clark, chief investment officer at Accuvest.

“They have great data to support whether this acquisition would be additive to the business vs organic content spend,” he said in a note emailed to The Epoch Times.

“Two-thirds of the consumer base is struggling with inflation—Netflix offers one of the highest value entertainment per dollar spent of any entertainment category. That gives them plenty of pricing power.”

Evgenia Filimianova contributed to this report.

Correction: A previous version of this article misspelled the name of Accuvest Chief Investment Officer Eric Clark. The Epoch Times regrets the error.