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“Larry Didn’t Show Up, and David Got Ahead of His Skis”

Everything you wanted to know about the Warner Bros. Discovery board’s doubts with the Ellisons’ bid (but were afraid to ask) is revealed in its 14D-9 filing—a mother lode of alleged Paramount missteps, from squabbles over consent provisions and breakup fee reimbursements to junior lien debt and the financial capacity of the world’s fifth-richest man.

Larry Ellison
Photo: Harry How/Getty Images
William D. Cohan
December 21, 2025

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Warner Bros. Discovery’s 14D-9 filing, which dropped this week, offered the latest and clearest explanation yet of why the company’s board just can’t seem to get comfortable with Paramount Skydance’s $30-per-share, $108 billion all-cash offer for the company. As I noted last week, it all started with doubts about whether the Ellisons’ $40.7 billion of equity would definitely show up at the close of its hostile offer. Yes, of course, Larry Ellison is good for the cash, but the assurances that he and his son David have thus far offered haven’t yet satisfied the WBD board.