Paramount Skydance amended its hostile bid for Warner Bros. Discovery to include a massive personal guarantee from Oracle founder Larry Ellison.

Ellison, the father of Skydance CEO David Ellison, has agreed to personally back $40.4 billion of the equity financing for the deal as a way to counter Warner Bros. Discovery's public questioning that Paramount's earlier financing assurances were inaccurate. Paramount said it remains prepared to purchase Warner Bros. Discovery as part of a $30-per-share all-cash offer, which would include taking over all of the company's assets and liabilities.

Paramount also bashed Warner Bros. Discovery's pending deal with Netflix, which it referred to as an "inferior transaction" and accused the company of failing to raise financing concerns during the 12 weeks leading up to its agreement, at which point Paramount was viewed by many as the favorite to purchase the media company. Last week, Warner Bros. Discovery's board unanimously urged shareholders to reject Paramount Skydance's hostile takeover bid and showed full support of the previously proposed Netflix merger.

"Following a careful evaluation of Paramount's recently launched tender offer, the Board concluded that the offer's value is inadequate, with significant risks and costs imposed on our shareholders," said Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors, in a statement shared on Wednesday (December 17). "This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six previous proposals. We are confident that our merger with Netflix represents superior, more certain value for our shareholders and we look forward to delivering on the compelling benefits of our combination."

The board claimed that the Ellison Family, who was previously reported to have backstopped the offer with RedBird Capital in addition to debt fully committed by Bank of America, Citi and Apollo, had not provided a firm guarantee that it would make up for any potential financing collapse. The board also argued that there was no material difference in regulatory risk between Paramount and Netflix's proposed offers.

Paramount announced its plan to go directly to shareholders with an all-cash offer said to be worth $30 per share, equating to $108.4 billion in enterprise value, which exceeds the previously announced $27.75 per share deal Warner Bros. Discovery announced it had reached with Netflix on December 5.

"WBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company," said Paramount Chairman and CEO David Ellison in a press release. "Our public offer, which is on the same terms we provided to the Warner Bros. Discovery Board of Directors in private, provides superior value, and a more certain and quicker path to completion. We believe the WBD Board of Directors is pursuing an inferior proposal which exposes shareholders to a mix of cash and stock, an uncertain future trading value of the Global Networks linear cable business and a challenging regulatory approval process. We are taking our offer directly to shareholders to give them the opportunity to act in their own best interests and maximize the value of their shares."

Democrat lawmakers are threatening to block Paramount Skydance's hostile takeover bid of Warner Bros. Discovery, claiming it received backing from Saudi, Qatari and United Arab Emirates sovereign wealth funds, as well as the President Donald Trump's son-in-law Jared Kushner's private equity firm, posing a national security threat. Reps. Sam Liccardo of California and Ayanna Pressley of Massachusetts sent a letter to Warner Bros. Discovery's board and Treasury Secretary Scott Bessent last Wednesday (December 10) raising concerns over the potential risks of foreign entities gaining control of the American entertainment conglomerate.

“Future Congresses … will review many of the decisions of the current administration, and may recommend that regulators push for divestitures, which would undermine the strategic logic of this merger,” the letter states via Semafor. “We urge the Board to weigh these national security and regulatory liabilities in evaluating a transaction burdened by uncertain but potentially extensive mitigation obligations, foreign influence risks, or adverse regulatory action.”

The filing claims that the three Middle Eastern sovereign wealth funds and Kushner's firm “agreed to forgo any governance rights — including board representation — associated with their non-voting equity investments.”

Netflix previously announced that they entered a "definitive agreement" to acquire Warner Bros. Discovery, Inc., which includes its film and television studios, HBO Max and HBO, on Friday. The total enterprise value is approximately $82.7 billion, with an equity value of $72 billion and cash and stock valued at $27.75 per share, pending approval as one of the most sweeping and consequential mergers in modern Hollywood's history.

Warner Bros Discovery announced it was up for sale in a news release shared in October. The company said it was undergoing a "review of potential alternatives" and had received "unsolicited interest from multiple parties" for purchase.

Warner Bros Discovery's board of directors said it would evaluate strategic options, "which will include continuing to advance the Company's planned separation to completion by mid-2026, a transaction for the entire company, or separate transactions for its Warner Bros. and/or Discovery Global businesses," according to the news release.

Greg & The Morning Buzz