Paramount made a bold power play on December 22 by amending its hostile takeover offer for Warner Bros. Discovery with a stunning $40.4 billion personal guarantee from billionaire Larry Ellison. The move raised stakes in Hollywood’s biggest media battle, but WBD‘s board remains unmoved, recommending shareholders reject the $30-per-share all-cash bid. What happens next could reshape the entertainment industry forever.
🔥 Quick Facts
- Paramount’s $30 per share offer values WBD at $108.4 billion in total enterprise value
- Larry Ellison’s personal guarantee covers $40.4 billion in equity and debt financing
- WBD board unanimously rejected the amended offer on December 17, calling it “inadequate”
- Netflix deal remains alive at $72 billion with $23.25 per share in cash versus Paramount’s full $30
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Paramount Skydance claims its $30 per share offer is superior to Netflix’s competing bid because it’s entirely in cash. Netflix’s deal, announced December 5, offers only $23.25 per share in immediate cash with additional stock considerations. The difference amounts to roughly $18 billion in total aggregate value, Paramount argues.
The Hollywood media conglomerate controls CNN, HBO Max, DC Comics, and Discovery Channel properties. WBD shareholders face a critical decision between an all-cash premium offer and Netflix’s more stock-heavy arrangement. The timing couldn’t be more dramatic as year-end approaches.
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Oracle founder Larry Ellison, age 81, stepped in with an irrevocable personal guarantee on December 22 to backstop $40.4 billion in financing. This isn’t casual family support—it’s a legally binding commitment that puts one of the world’s richest men personally on the hook. Roughly 30% of Ellison’s Oracle stake is already pledged as collateral for personal loans, according to his company’s 2025 proxy statement.
The guarantee signals confidence that his son David Ellison‘s Paramount can complete the acquisition. It also addresses WBD board concerns about financing certainty. By adding Ellison’s personal backing, Paramount removed one major objection: can they actually close the deal if approved?
Warner Bros. Discovery’s Strong Rejection: Here’s What Changed
| Offer Details | Paramount Bid | Netflix Deal |
| Cash Per Share | $30.00 | $23.25 |
| Total Enterprise Value | $108.4 billion | $72 billion |
| Financing Guarantee | $40.4 billion (Ellison) | Standard Netflix backing |
| Board Recommendation | Reject (calls offer “illusory”) | Support (more certain outcome) |
WBD’s board of directors unanimously recommended shareholders reject Paramount’s bid on December 17, calling it “illusory” despite the higher price. Board members argue the Netflix deal, while lower in dollars, offers greater certainty and regulatory approval probability. They believe Paramount faces hostile transaction risks and antitrust complications.
Major WBD shareholders like Harris Oakmark echoed concerns. Harris Oakmark stated in December that Paramount’s amended offer remained “not sufficient.” The board’s messaging suggests they worry about deal execution under hostile conditions, not just valuation mathematics.
What Happens If Shareholders Say Yes? The Regulatory Roadmap
A Paramount victory would create a media behemoth combining Paramount’s studio operation, Showtime, and CBS with WBD’s CNN, HBO, and Discovery networks. Regulators would scrutinize combined control over broadcast and cable distribution, news operations, and premium content. The Federal Trade Commission could challenge the merger on antitrust grounds.
Paramount launched its hostile tender offer on December 8 after WBD’s board showed no interest. The company then went directly to shareholders, bypassing negotiations entirely. December 22’s amended offer with Ellison’s guarantee represents Paramount’s strongest negotiating position yet.
Will Larry Ellison’s Guarantee Change Everything for Paramount’s Bid?
The personal guarantee removes financing doubt but doesn’t solve fundamental questions about deal approval. WBD shareholders must decide whether they prefer Paramount’s higher cash offer despite execution risks, or Netflix’s lower but more certain deal. Many institutional investors lean toward certainty over maximum dollars when strategic questions loom.
Paramount insists it can close. The Ellisons control Skydance, a major entertainment producer, giving them deep media expertise. They’re also now connected to TikTok’s U.S. operations via recent agreements. Yet WBD’s board continues framing the Netflix deal as “more strategically sound” for long-term shareholder value. The coming weeks will reveal whether shareholders agree or demand higher prices to accept Paramount’s greater risks.
Patrick Graham is a business and finance journalist translating Wall Street’s complexities into stories that matter to everyday readers. With extensive experience in financial journalism and economic analysis, this expert journalist provides sharp insights on market trends, corporate developments, and the economic forces affecting daily life. His reporting helps readers make sense of the business world’s biggest moves.