Paramount Skydance Seeks FCC Approval for Near-Half Foreign Ownership in $111 B Warner Bros. Discovery Deal

Paramount Skydance’s pending acquisition of Warner Bros. Discovery (WBD) will create a combined entity in which non-U.S. investors hold roughly 49.5 % of the equity. A trio of Middle-Eastern sovereign wealth funds—Saudi Arabia’s Public Investment Fund (15.1 %), the United Arab Emirates’ L’Imad Holding (12.8 %), and Qatar Investment Authority (10.6 %)—will together own 38.5 % of the new company’s non-voting shares. The remaining foreign equity consists of passive investors in RedBird Capital Partners and other limited-partner holdings.

The Wrap

The $111 billion transaction, approved by WBD shareholders in a brief vote, relies on a $24 billion capital infusion from the three sovereign funds. Paramount has framed the foreign investment as a means to “gain greater access to capital” and to “compete more effectively in the provision of television broadcast services and the broader video programming marketplace.” The filing notes that the foreign investors will have no board seats or voting rights.

Hollywood Reporter

• David Ellison (CEO, Paramount Skydance) and Larry Ellison (founder) – retain control of 100 % of voting Class A common stock.

Variety Magazine

• RedBird Capital Partners – co-holds the largest equity block alongside the Ellisons.

The Wrap

• Saudi Public Investment Fund – 15.1 % equity.

The Wrap

• L’Imad Holding (Abu Dhabi) – 12.8 % equity.

The Wrap

• Qatar Investment Authority – 10.6 % equity.

The Wrap

• Deal value: $110-$111 billion (sources vary).

Paramount Skydance/Warner Bros. Merger Will Be 49.5% Foreign-Owned

• Foreign capital: $24 billion from the three sovereign funds.

Hollywood Reporter

• Overall foreign equity: 49.5 % of the combined company’s shares.

The Wrap

Paramount filed a petition for a declaratory ruling with the Federal Communications Commission (FCC) to permit indirect foreign ownership exceeding the 25 % statutory benchmark, to approve specific investors holding more than 5 % indirect stakes, and to allow prospective non-controlling investors to increase holdings up to 20 % in the future. The filing seeks a procedural ruling that would allow up to 100 % foreign equity in aggregate, though no transfer of control is anticipated.

Variety Magazine

Paramount emphasizes that the FCC filing is “completely standard” and “not a condition to closing” the WBD acquisition. The company asserts that, after the transaction, the Ellison family and RedBird will remain the sole owners of voting shares, with no governance rights for the foreign investors. Paramount also argues that the merger will “enhance competition while creating a strong champion for creative talent and consumer choice.”

Variety Magazine

Critics highlight the sensitivity of foreign ownership of U.S. news assets, noting that both CBS News and CNN will sit under the new corporate roof. Observers have raised national-security and media-independence concerns about Saudi Arabia, the United Arab Emirates, and Qatar holding substantial stakes. State attorneys general are reportedly evaluating legal challenges, and the involvement of Persian-Gulf investors has been described as a “sensitive point” by industry sources.

Deadline Hollywood

While all sources agree on a roughly 49.5 % foreign equity figure, the precise composition of the remaining ~11 % foreign ownership beyond the three sovereign funds and RedBird-related investors is not fully disclosed. Additionally, the petition’s request to permit up to 100 % foreign equity in aggregate is a procedural measure not yet resolved, leaving the ultimate permissible ownership level uncertain.

The Wrap

• “ In a statement to Variety, a rep for Paramount Skydance said, “Paramount has filed a customary petition for a declaratory ruling with the FCC relating to the indirect foreign investment in Paramount’s broadcast television stations as a result of the recent equity syndication.” — Paramount spokesperson

Variety Magazine

• “An FCC filing is completely standard for investments such as this and is not a condition to closing Paramount’s acquisition of WBD.” — Paramount spokesperson

Variety Magazine

• “When the transaction and equity syndication close, the Ellison family and RedBird will collectively hold the largest equity stake in the combined company and continue to be the sole owners of Class A Common Stock, representing 100% of the voting shares, with no other equity syndication party having any governance rights, voting shares, or Board representation,” — Paramount spokesperson

Hollywood Reporter

• “The combination of Paramount and WBD’s complementary assets will enhance competition while creating a strong champion for creative talent and consumer choice.” — Paramount spokesperson

Variety Magazine

• “Reducing barriers to further investment in Paramount, including by allowing the company to pursue additional capital from non-U.S. investors, will enable it to allocate additional resources to preserve and enhance the legacy and broad reach of the Licensees’ television broadcast operations,” — Makan Delrahim, Paramount chief legal officer

Hollywood Reporter

• “In turn, Paramount’s ability to compete in the television broadcast and broader video marketplaces will improve, thereby promoting the strength of the industry overall.” — Makan Delrahim

Hollywood Reporter

The FCC has opened a public comment period until May 27, with replies due June 11. The petition has been accepted for filing and will be referred to relevant executive-branch agencies for national-security review. Paramount projects closing the merger by September, contingent on regulatory approvals and any potential antitrust challenges from state attorneys general.

The Wrap