Larry

Larry Ellison pledges $40 billion personal guarantee for Paramount’s Warner Bros. bid

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.

Source link

Paramount assures Larry Ellison backing to Warber Bros. Discovery hostile bid

Dec. 22 (UPI) — Paramount Skydance amended its hostile bid to take over Warner Bros. Discovery, guaranteeing the backing of Larry Ellison.

“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 press release. Ellison also agreed not to revoke the Ellison family trust or adversely transfer its assets during the pendency of the transaction.

Last week, WBD urged its shareholders not to accept Paramount’s bid, saying it wasn’t backed by billionaire Larry Ellison, father of Paramount’s CEO.

WBD agreed to sell to Netflix but Paramount, which had been in a bidding war with Netflix, mounted a hostile bid.

Paramount didn’t raise its bid of $30 a share, saying it believes the bid is superior. But it did raise its proposed reverse breakup fee to match Netflix’s offer.

“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 committed to financing the proposed purchase.

Cardinale said the bid is backed by 1.2 billion Oracle shares in an irrevocable trust.

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

Warner Bros. Discovery shares jumped 4% in early trading Monday, while Paramount shares rose almost 6%, CNBC reported. Netflix shares dipped slightly.

“Paramount has repeatedly demonstrated its commitment to acquiring WBD. Our $30 per share, fully financed all-cash offer was on Dec. 4, and continues to be, the superior option to maximize value for WBD shareholders,” David Ellison said in a statement. “Because of our commitment to investment and growth, our acquisition will be superior for all WBD stakeholders, as a catalyst for greater content production, greater theatrical output, and more consumer choice. We expect the board of directors of WBD to take the necessary steps to secure this value-enhancing transaction and preserve and strengthen an iconic Hollywood treasure for the future.”

Source link

Rob Reiner friends Larry David, Martin Short, Billy Crystal speak out

A group of Rob Reiner’s closest friends released a joint statement Tuesday praising the legendary film director’s masterful storytelling and remembering him as a “passionate, brave citizen” who did everything he could to make the world a better place.

“His comedic touch was beyond compare, his love of getting the music of the dialogue just right, and his sharpening of the edge of a drama was simply elegant,” the statement reads. “For the actors, he loved them. For the writers he made them better.”

It was signed by Billy and Janice Crystal, Albert and Kimberly Brooks, Martin Short, Alan and Robin Zweibel, Larry David and Ashley Underwood, Marc Shaiman and Lou Mirabal, Barry and Diana Levinson and James Costos and Michael Smith.

The friends wrote that, in addition to being an excellent comedic actor, Reiner had an unmatched range as a director.

“From comedy to drama to ‘mockumentary’ to documentary he was always at the top of his game,” they stated. “He charmed audiences. They trusted him. They lined up to see his films.”

The friends, many of whom worked closely with Reiner on film and TV projects, said that he was a truly collaborative partner. Reiner directed the 1989 film “When Harry Met Sally…,” starring Billy Crystal, and “Albert Brooks: Defending My Life,” a 2023 documentary about Brooks. He appeared as a recurring version of himself on Larry David’s “Curb Your Enthusiasm.”

Crystal was one of the first people contacted by family members after Rob and his wife, Michele Singer Reiner, were found stabbed to death in their home Sunday afternoon, family friends told The Times. He visited the home that afternoon and left in tears.

“If you had an idea, he listened, he brought you into the process,” the group of friends stated. “To be in his hands as a film maker was a privilege.”

They praised Reiner and his wife for their political activism and dedication to helping others.

“Strong and determined, Michele and Rob Reiner devoted a great deal of their lives for the betterment of our fellow citizens,” the statement reads. “They were a special force together — dynamic, unselfish and inspiring.”

The statement closes with a quote from one of Reiner’s favorite movies, “It’s a Wonderful Life”: ”Each man’s life touches so many other lives, and when he isn’t around, he leaves an awful hole, doesn’t he?”

“You have no idea,” the friends wrote.

Source link