Paramount guarantees Larry Ellison backing in amended WBD bid

Paramount Skydance on Monday guaranteed the backing of billionaire Larry Ellison in an amended offer for Warner Bros. Discovery — a clear response to questions raised by the WBD board of directors.

“Larry Ellison has agreed to provide an irrevocable personal guarantee of $40.4 billion of the equity financing for the offer and any damages claims against Paramount,” the company said in a news release.

Paramount said Ellison, the father of Paramount CEO David Ellison, has also agreed not to revoke the Ellison family trust or adversely transfer its assets during a pending transaction. The guarantee does not replace committed funds from RedBird Capital and sovereign wealth funds, but constitutes a new layer of security for the commitments.

Paramount Skydance is offering $30 per share, all cash, for Warner Bros. Discovery in a hostile attempt that’s meant to rival an agreement with Netflix.

Last week, Warner Bros. Discovery Chairman Samuel Di Piazza told CNBC’s David Faber the board had concerns about the supposed backing of Oracle co-founder Larry Ellison in the bid.

“We were not confident that one of the richest people in the world would be there at closing,” Di Piazza said at the time. “Doing a deal is great; closing a deal is better.”

WBD earlier this month agreed to sell its studio and streaming assets to Netflix in a transaction valued at roughly $83 billion on an enterprise basis. Paramount wants to buy the entirety of WBD, including its portfolio of TV networks, and says its offer comes with an enterprise value of $108.4 billion.

Paramount notably did not increase its bid on Monday, reiterating that it believes the deal is superior, though Paramount did hike its proposed reverse breakup fee to match that of Netflix’s offer.

WBD confirmed receipt of the amended offer on Monday and said in a release it would “carefully review and consider Paramount Skydance’s offer in accordance with the terms of Warner Bros. Discovery’s agreement with Netflix.”

“What we’ve done in this amended filing is we’ve cleared the brush of obfuscation around the offer,” said Gerry Cardinale, founder and managing partner of RedBird Capital Partners, on CNBC’s “Squawk Box” on Monday.

RedBird is an investor in Paramount Skydance and has also committed to financing the proposed Paramount acquisition of WBD.

Cardinale said Monday that as part of the amended filing Larry Ellison would back the bid through an irrevocable trust, which is anchored by 1.2 billion Oracle shares.

“Like we’ve done through the six bids that we’ve made, we are being responsive to what their concerns are,” Cardinale said.

Shares of Warner Bros. Discovery rose 3% in early trading Monday, while Paramount gained more than 7%. Netflix’s stock was down nearly 1%.

Paramount made three offers for WBD in the fall, which were all rejected by the company. WBD then launched a formal sale process that brought in offers from other bidders, including Netflix.

Cardinale said Paramount’s unsolicited offers likely spurred WBD to open up to a sale, putting Paramount “a little bit on the back foot.”

During Monday’s CNBC interview Cardinale, like Ellison on CNBC last week, appealed directly to WBD shareholders.

“At the end of the day … the shareholders own this company. The board doesn’t own it. [CEO] David Zaslav doesn’t own this company,” said Cardinale. “This should be a lot more simple than it is. It’s very simple.”

Besides the question of value between the two bids, the question of regulatory approval has also been raised by Paramount as well as industry onlookers.

“The Netflix deal kills competition,” Cardinale said, adding that a combination of streaming platforms Netflix and HBO Max would create 420 million subscribers under one roof. “No wonder the constituents in the ecosystem — talent, creators, theatrical exhibitors — are losing their minds on this because they see the pricing power that they will create.”

Netflix co-CEOs Ted Sarandos and Greg Peters have said they are confident their deal would pass regulatory muster. Sarandos has also issued reassurances about the future of the theatrical slate for WBD under Netflix’s ownership.

At a conference earlier in December, Sarandos argued the Netflix offer for WBD’s assets would preserve jobs at a time of mounting layoffs across the industry.