Paramount Skydance–Warner Bros. Discovery Merger: Foreign Ownership and Regulatory Path

Paramount Skydance’s $111 billion acquisition of Warner Bros. Discovery will create a combined company in which foreign investors hold 49.5 % of equity, with 38.5 % owned by three Middle Eastern sovereign-wealth funds.

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Warner Bros. Discovery shareholders approved the sale, but the merger still requires European competition clearance and may face challenges from U.S. state attorneys general. The DOJ can still contest the deal after the Hart-Scott-Rodino waiting period. Paramount has filed an FCC petition for a declaratory ruling on the foreign-ownership structure.

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The Ellison family—David and Larry—and RedBird Capital Partners will retain the largest equity stake and 100 % voting control. The three sovereign-wealth investors are Saudi Arabia’s Public Investment Fund (PIF), the United Arab Emirates’ sovereign wealth fund, and Qatar Investment Authority (QIA).

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PIF will hold 15.1 % of equity, the UAE fund 12.8 %, and QIA 10.6 %. Together the Middle Eastern investors will commit roughly $24 billion, with PIF contributing about $10 billion. The FCC filing seeks approval for foreign holdings above the 25 % statutory benchmark, for investors to exceed 5 % thresholds, and for future increases up to 20 %.

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Paramount called the FCC petition a “customary” and “completely standard” filing, emphasizing it does not condition the deal’s closure. The company said the Ellison family and RedBird will remain sole owners of Class A Common Stock, representing 100 % of voting shares, with no governance rights for other investors. Paramount also asserted the merger will “enhance competition while creating a strong champion for creative talent and consumer choice.”

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Foreign equity exceeding the 25 % statutory benchmark requires FCC review. European competition authorities must still clear the merger, and U.S. state attorneys general could launch a legal challenge. The DOJ retains authority to intervene despite Paramount’s claim that the FCC filing does not condition the transaction.

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• “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

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• “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

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