Paramount Amends Tender Offer for Warner Bros. Discovery

2025-12-22SEC Filing 8-K (0001104659-25-123496)

Paramount Skydance Corporation has amended its all-cash tender offer of $30 per share for Warner Bros. Discovery, Inc. (WBD). The amendment addresses WBD's concerns regarding financing, including an irrevocable personal guarantee of $40.4 billion from Larry Ellison for equity financing and damages claims, and an agreement not to revoke the Ellison family trust or adversely transfer its assets. Paramount also clarified trust asset details and offered WBD more flexibility in interim operations, debt refinancing, and representations. The regulatory reverse termination fee has been increased from $5 billion to $5.8 billion. The offer remains conditioned on WBD owning 100% of its Global Networks business. Paramount criticizes WBD's Schedule 14D-9 filing for omitting financial analyses and details on the Netflix offer, asserting its own all-cash offer maximizes value for WBD shareholders. The tender offer expiration date has been extended to January 21, 2026. As of December 19, 2025, 397,252 shares had been tendered.

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