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Billionaire Larry Ellison has stepped up, agreeing to personally guarantee part of Paramount’s bid for rival Warner Bros. Discovery.
Ellison’s personal guarantee of $40.4 billion in equity, disclosed Monday, ups the ante in the acrimonious auction for Warner Bros. movie and TV studios, HBO, CNN and Food Network.
Read more: Paramount was poised to buy Warner Bros. Discovery. What went wrong?
Ellison, whose son David Ellison is Paramount’s chief executive, agreed not to revoke the Ellison family trust or adversely transfer its assets while the Warner Bros. transaction is pending. Paramount’s $30-a-share offer remains unchanged.
Warner’s board earlier this month awarded the prize to Netflix. The board rejected Paramount’s $108.4-billion deal, largely over concerns about the perceived shakiness of Paramount’s financing.
Paramount then launched a hostile takeover, appealing directly to Warner shareholders, offering them $30 a share. Paramount on Monday extended the deadline to Jan. 21 for Warner investors to tender their shares.
“We amended this Offer to address Warner Bros. stated concerns regarding the Prior Proposal and the December 8 Offer,” Paramount said in a Monday Securities & Exchange Commission filing. “Mr. Larry Ellison is providing a personal guarantee of the Ellison Trust’s $40.4 billion funding obligation.”
Warner Bros. Discovery did not provide an immediate comment.
Warner stock jumped 3.5% on the news to $28.75. Paramount shares climbed 4.2% to $13.61 and Netflix fell 1.2% to $93.23.
The Ellison family acquired the controlling stake in Paramount in August. The family launched their pursuit of Warner Bros. in September but Warner’s board unanimously rejected six Paramount proposals over the last three months.
Paramount started with a $19 a share bid for the entire company. Netflix has offered $27.75 a share and only wants the Burbank studios, HBO and the HBO Max streaming service. The Netflix bid is a mix of cash and stock. It envisions Warner Bros. spinning off its linear cable channels, including CNN, into a new publicly traded company, Discovery Global, by the middle of next year.
Paramount upped its all-cash offer to $30 a share Dec. 4, in the waning hours of the auction.
That night, Warner Bros. Discovery’s board voted unanimously to accept Netflix’s $72-billion offer (the total value of the deal is $82.7 billion). The company, in regulatory filings, has cited Netflix’s stronger financial position.
Since then, Paramount executives launched their hostile bid and held meetings with Warner investors in New York, where they echoed the proposal they’d submitted in the closing hours of the auction.
On Monday, Paramount also agreed to increase the termination fee to $5.8 billion from $5 billion, matching the one that Netflix offered. Paramount would have to pay Warner that amount should the deal collapse.
Read more: Netflix agrees to buy Warner Bros. in an $82.7-billion deal that will transform Hollywood
Three Middle Eastern sovereign wealth funds representing royal families in Saudi Arabia, Qatar and Abu Dhabi have agreed to provide $24 billion of the $40.4-billion equity component that Ellison is backing.
The Ellison family has agreed to cover $11.8-billion of that. Initially, Paramount’s bid included the private equity firm of Jared Kushner, President Trump’s son-in-law, but Kushner withdrew his firm last week. Previously, Paramount dropped the Chinese firm Tencent from its financing consortium over regulatory concerns.
“In an effort to address Warner Bros.’s amorphous need for ‘flexibility’ in interim operations, Paramount’s revised proposed merger agreement offers further improved flexibility to Warner Bros. on debt refinancing transactions, representations and interim operating covenants,” Paramount said in its statement.
Paramount confirmed that the Ellison family trust owns about 1.16 billion shares of Oracle common stock and that all material liabilities are publicly disclosed.
“The Ellison Trust has financial resources well in excess of what would be required to meet its commitments to be entered into in connection with the Offer and the second-step merger [with Paramount], including, among many other assets and financial resources available to it,” Paramount said.
Paramount has been aggressively pursuing Warner Bros. for months, yearning for the scale the Warner assets would bring the company that, before the Ellison takeover, had suffered from years of under-investment.
David Ellison was startled earlier this month when the Warner Bros. board swiftly agreed to a deal with Netflix for $82.7 billion, including some of Warner’s debt, for the streaming and studio assets. He alleged during a CNBC appearance that the Warner Bros. board had failed to seriously consider the merits of his family’s bid.
Paramount subsequently launched its hostile takeover offer in a direct appeal to shareholders. The Warner Bros. board urged shareholders to reject Paramount’s offer, which includes $54 billion in debt commitments, deeming it “inferior” and “inadequate.” The board singled out what it viewed as uncertain financing and the risk implicit in a revocable trust that could cause Paramount to terminate the deal at any time.
Warner added that its shareholders also would have equity in the new Discovery Global, which Warner believes could fetch about $3 a share. Paramount has said its deal is more straightforward. The Ellisons, who enjoy friendly relations with Trump, have told shareholders their deal would face a smoother regulatory review.
Larry Ellison and Trump are on friendly terms, and Ellison’s software company Oracle is part of a consortium taking over social media app TikTok. That deal is expected to close next month.
Trump’s support was also key to the Ellison family’s takeover of Paramount. Before that deal was approved, Paramount agreed to pay Trump $16 million to settle a lawsuit over “60 Minutes” edits that most legal experts called frivolous.
Trump has said that he wants CNN to be included in the Warner Bros. sale. Trump has long chafed over CNN’s coverage.
In the past, the president indicated that he favored Paramount’s pursuit of Warner Bros. — but he has been more circumspect in recent weeks, making complimentary comments about Netflix Co-Chief Executive Ted Sarandos.
Executives from both Paramount and Netflix have argued that they would be the best owners and use the Warner Bros. library and movie and TV production capabilities to boost their streaming operations.
Netflix also announced Monday that it has refinanced part of a $59-billion bridge loan with cheaper and longer-term debt.
Bloomberg contributed to this report.
This story originally appeared in Los Angeles Times.