Ellison Trust’s $45.72B Guarantee Backs Proposed Parent of CNN, CBS News
A February 27, 2026 SEC-filed guarantee names Lawrence J. Ellison and his revocable trust as guarantors of $45.72 billion in merger consideration for Warner Bros. Discovery. A June 12 Justice Department statement said its investigation had closed and that the proposed transaction was not likely to harm competition or consumers in three specified areas, while the filings describe a possible future common parent for CBS News and CNN if the merger closes.
SEC filings document Ellison’s $45.72 billion guarantee and a proposed structure that could place CBS News and CNN under one parent if the transaction closes, while the Justice Department addressed specified competition questions.
The central financing record is a contract exhibit filed with the Securities and Exchange Commission. Dated February 27, 2026, the Ellison Guarantee names Lawrence J. Ellison and The Lawrence J. Ellison Revocable Trust as guarantors in favor of Warner Bros. Discovery. It guarantees exactly $45,720,000,000 of the merger consideration, plus a contingent equity amount to the extent applicable.
The exhibit assigns the guarantors more than a passive role in the contract. It says Ellison and the trust are jointly and severally bound as primary obligors, rather than merely as sureties, and describes their obligations as absolute, irrevocable and unconditional, subject to the agreement’s terms. The guarantee also covers specified termination fees, damages, losses, costs, expenses and other obligations arising under or connected with the merger and subscription agreements.
A related SEC transaction filing discloses separate subscription agreements. It reports an investment of up to $46,720,000,000 by the Ellison Trust, plus specified additional amounts, and $250,000,000 by RedBird Capital Partners Fund IV. These are disclosed contractual commitments, but the supplied records do not establish final ownership percentages, realized profits or whether the full amounts will ultimately be paid.
The proposed transaction would have Prince Sub Inc., a wholly owned subsidiary of Paramount Skydance, merge into Warner Bros. Discovery. Under the filing, Warner Bros. Discovery would survive the merger as a wholly owned subsidiary of Paramount Skydance, subject to the merger agreement’s terms and conditions. The same transaction announcement lists CBS News among Paramount’s brands and CNN among Warner Bros. Discovery’s brands.
Those records support a limited ownership inference. If the proposed merger closes, CBS News and CNN could be within the same corporate parent through the companies’ stated portfolios and the proposed surviving-parent structure. That does not establish that the organizations would share a newsroom or that Ellison would issue editorial instructions. The supplied records also do not establish that the merger had closed by August 10, 2026.
The Justice Department’s Antitrust Division said on June 12, 2026, that it had closed its investigation and determined that the proposed transaction was not likely to harm competition or American consumers in streaming video on demand, linear television, or studio development, production or distribution of films for theatrical release. The department described an eight-month investigation involving more than two million documents from more than 80 custodians, along with data and third-party submissions. Its statement addresses those competition areas, not every possible question about news ownership, political influence or editorial concentration. The records therefore establish a large guarantee and a proposed ownership path, but they do not predict newsroom policy or prove that the transaction was completed.
Summary
A February 27, 2026 SEC-filed guarantee names Lawrence J. Ellison and his revocable trust as guarantors of $45.72 billion in merger consideration for Warner Bros. Discovery. A June 12 Justice Department statement said its investigation had closed and that the proposed transaction was not likely to harm competition or consumers in three specified areas, while the filings describe a possible future common parent for CBS News and CNN if the merger closes.
⚡ Key Facts
- The February 27, 2026 Ellison Guarantee names Lawrence J. Ellison and The Lawrence J. Ellison Revocable Trust as guarantors in favor of Warner Bros. Discovery.
- The guarantee covers exactly $45,720,000,000 of merger consideration, plus a contingent equity amount if applicable.
- A separate transaction filing discloses up to $46,720,000,000 from the Ellison Trust and $250,000,000 from RedBird Capital Partners Fund IV.
- The proposed merger would make Warner Bros. Discovery a wholly owned subsidiary of Paramount Skydance if completed under the agreement’s terms.
- The transaction announcement lists CBS News among Paramount’s brands and CNN among Warner Bros. Discovery’s brands.
- The Justice Department said its investigation had closed and found no likely harm in three identified competition areas, without resolving every broader media or editorial question.
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