Paramount Skydance Corp. (PSKY), the media and entertainment major, Monday announced that Larry Ellison, the current CTO and Executive Chair of Oracle, has agreed to personally guarantee $40.4 billion of the equity financing for the Warner Bros. Discovery, Inc. (WBD) offer and any damages claims against Paramount.
In pre-market, WBD shares were trading at $28.92, up by 4.14%.
Further, Ellison has agreed not to revoke the Ellison family trust or adversely transfer its assets during the transaction.
Paramount is publishing records that confirm the Ellison family trust owns approximately 1.16 billion shares of Oracle common stock and all material liabilities of the trust are publicly disclosed.
The company's revised proposed merger agreement offers improved flexibility to WBD on debt refinancing transactions, representations and interim operating covenants in response to WBD's need for flexibility in interim operations.
The regulatory termination fee is hiked to $5.8 billion from $5 billion to match the pending transaction.
The company added that, WBD's Schedule 14D-9 filing omits any information about the financial analyses its board of directors relied upon in selecting the Netflix offer, despite such disclosures being customarily included. Accordingly, the filing omits any view as to the value of the Global Networks stub equity which Paramount values at $1 per share. Finally, Paramount notes that the Netflix offer includes a dollar-for-dollar adjustment to the proceeds to be received by WBD shareholders based upon net debt on the Streaming & Studios company, but there is no disclosure about how that calculation works either.
Paramount is urging WBD shareholders to have such information so that they can better assess the offer from Netflix and see how it compares with its offer. It is extending the date of its tender offer to January 21, 2026.
In pre-market activity, PSKY shares were trading at $13.50, up 3.45% and WBD shares were trading at $28.92, up 4.14% on the Nasdaq.
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