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Larry Ellison Faces $9.8 Billion Bill if Paramount-Warner Bros. Merger Fails
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Larry Ellison Faces $9.8 Billion Bill if Paramount Warner Bros. Merger Fails

Larry Ellison and his family could lose $9.8 billion if Paramount Skydance Corp.‘s planned takeover of Warner Bros. Discovery Inc. falls apart.

Company filings show that Ellison and a family trust would cover a $7 billion break-up fee and a $2.8 billion payment made to Netflix Inc. if the deal fails. The combined amount would total $9.8 billion.

Why the Ellisons Face the Bill

Paramount agreed to pay Warner Bros. shareholders a $7 billion termination fee if regulators block the merger.

The company also paid Netflix $2.8 billion in February to stop pursuing Warner Bros. That payment formed part of Paramount’s effort to secure the deal.

If the takeover collapses, Ellison and his family trust will repay both amounts. They would do so by buying new Paramount Class B shares at $16.02 each. Paramount stock currently trades at about $8 per share.

Merger Faces Legal Challenges

The financial risk has attracted fresh attention after Paramount delayed the planned closing date.

Last week, the company agreed to push the deadline to next June or five days after courts resolve lawsuits against the merger. Twelve states and the Writers Guild of America filed the legal actions.

Paramount funded the Netflix payment with cash and new borrowings, according to public filings.

More Costs Could Follow

The merger agreement includes extra costs if the deal remains unfinished.

Starting on Oct. 1, Paramount will pay Warner Bros. shareholders “ticking” fees of roughly $650 million a quarter. Those payments will continue while the companies wait for the deal to close.

If the acquisition succeeds, Ellison and his investment partners will cover those fees. If the deal fails, Paramount will avoid the ticking fees but must pay the $7 billion break-up fee.

Ellison’s Wealth Under Pressure

Ellison, the co-founder of Oracle Corp., backed his son David Ellison’s takeover of Paramount last year. He also personally guaranteed the equity portion of the Warner Bros. acquisition.

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