guarantee

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.

Ellison, whose son David Ellison is chief executive of Paramount, agreed not to revoke the Ellison family trust or adversely transfer its assets while the transaction is pending. Paramount’s $30-a-share offer remains unchanged.

Warner Bros. Discovery’s board 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 shifted gears and launched a hostile takeover, appealing directly to Warner shareholders, offering them $30 a share.

“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.”

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.

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. Paramount executives have held meetings with Warner investors in New York, where they echoed the proposal they’d submitted in the closing hours of last week’s auction.

On Monday, Paramount also agreed to increase the termination fee to $5.8 billion from $5 billion, matching the one that Netflix offered.

Warner Bros. board voted unanimously to accept Netflix’s $72-billion offer, citing Netflix’s stronger financial position, the board has said.

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, Trump’s son-in-law, but Kushner withdrew his firm last week.

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.

“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 has been aggressively pursuing Warner Bros. for months.

David Ellison was stunned earlier this month when the Warner Bros. board agreed to a deal with Netflix for $82.7 billion for the streaming and studio assets.

Paramount subsequently launched its hostile takeover offer in a direct appeal to shareholders. 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.

Paramount, controlled by the Ellisons, is competing with the most valuable entertainment company in the world to acquire Warner Bros.

Executives from both Paramount and Netflix have argued that they would be the best owners and utilize the Warner Bros. library to boost their streaming operations.

In its letter to shareholders and a detailed 94-page regulatory filing last week, Warner Bros. hammered away at risks in the Paramount offer, including what the company described as the Ellison family’s failure to adequately backstop their equity commitment.

The equity is supported by “an unknown and opaque revocable trust,” the board said. The documents Paramount provided “contain gaps, loopholes and limitations that put you, our shareholders, and our company at risk.”

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.

Ukraine is “ready for elections”, President Volodymyr Zelensky has said, after US President Donald Trump repeated claims Kyiv was “using war” to avoid holding them.

Zelensky’s five-year term as president was due to end in May 2024, but elections have been suspended in Ukraine since martial law was declared after Russia’s invasion.

Speaking to reporters following Trump’s comments in a wide-raging Politico interview, Zelensky said he would ask for proposals to be drawn up which could change the law.

Elections could be held in the next 60 to 90 days if security for the vote was guaranteed with the help of the US and other allies, he said.

“I’m asking now, and I’m stating this openly, for the US to help me, perhaps together with our European colleagues, to ensure security for the elections,” he told reporters.

“The issue of elections in Ukraine, I believe, depends first and foremost on our people, and this is a question for the people of Ukraine, not the people of other countries. With all due respect to our partners,” Zelensky said.

“I’ve heard hints that we’re clinging to power, or that I personally am clinging to the presidency” and “that’s why the war isn’t ending”, which he called “frankly, a completely unreasonable narrative”.

Zelensky won election in 2019 with more than 73% of the vote.

Russia has consistently claimed Zelensky is an illegitimate leader and demanded new elections as a condition of a ceasefire deal – a talking point which has been repeated by Trump.

“They talk about a democracy, but it gets to a point where it’s not a democracy anymore,” the US president told Politico. He has suggested without evidence that Zelensky is the main obstacle to peace as US-led efforts to broker a peace deal to end the war in Ukraine continue.

There are significant practical obstacles to a wartime election.

Soldiers serving on the front lines could be either unable to vote or require leave to do so. According to the UN, there are about 5.7 million Ukrainians living abroad because of the conflict. And any ballot would require complex, additional security measures.

Such a vote would only be fair if all Ukrainians could participate, including soldiers fighting on the front line, a Ukrainian opposition MP told the BBC.

“In order for these elections to be fair all of the People of Ukraine would need to be allowed to vote,” Lesia Vasylenko told the BBC World Service’s Newsday programme.

She said that “elections are never possible in wartime”, alluding to the suspension of elections in the UK during World War Two.

Discussions around holding elections have made headlines since Russia’s full-scale invasion of Ukraine in 2022.

There is little domestic political pressure on Zelensky to call elections while the conflict is ongoing, said Oleksandr Merezhko, the chairman of the foreign policy committee in Ukraine’s parliament.

There was “strong consensus” among politicians and civil organisations that elections would not be held under martial law, the Servant of the People MP told the BBC.

“There is absolutely no chance to hold elections,” he said. “Even the opposition, which is against Zelensky and would like to see him removed are against elections, because they understand the danger of attempting to hold elections during the war.”

The idea was “exactly what Putin would want”, Merezhko added. “An election campaign would be divisive. Having failed to destroy us from outside, Putin wants to destroy us from within, using elections as another tool to do so.”

A poll by the Kyiv International Institute of Sociology (KIIS) in March found about 78% of people opposed holding elections after a ceasefire with security guarantees, and were of the opinion that they could only be held after a complete settlement.

The share fell to 63% in a September poll, while 22% said elections could be held after a ceasefire with security guarantees – a jump from 9% in March.

“Even a year ago, Zelensky said that he was ready for elections as soon as the conditions allow” in the face of previous pressure, Hanna Shelest, a foreign policy analyst with the think tank Ukrainian Prism, told the BBC.

The question was, however, how to create the conditions Zelensky outlined, Shelest told the Newsroom programme on the BBC World Service, given the numbers of soldiers and refugees who would be voting as well as unsecured areas in the country and ongoing strikes.

“You cannot guarantee the security of the polling stations,” she said.

Zelensky is also facing continued and increasing pressure from Trump to agree to a peace deal to end the war, with the US leader urging Zelensky to “play ball” by ceding territory to Moscow.