Key Takeaway:
- The combined media entity will have nearly 50% total foreign ownership.
- Three Middle Eastern funds are investing $24 billion into the deal.
- The Ellison family will retain 100% of the voting power.
The Paramount-WBD deal is set to result in 49.5% foreign ownership, including 38.5% held by Middle Eastern funds, according to a Monday filing with U.S. regulators.
Middle Eastern Funds Take Significant Stakes
Paramount Skydance said Saudi Arabia’s Public Investment Fund will hold a 15.1% stake in the combined Paramount–Warner Bros. Discovery entity. The United Arab Emirates’ sovereign wealth fund will own 12.8%, while the Qatar Investment Authority will hold 10.6%.
Together, the three funds will account for 38.5% of the company’s equity. The total foreign ownership will reach 49.5%, including other existing international investors tied to Paramount Skydance and RedBird Capital Partners. This structure highlights the growing global backing behind the Paramount-WBD deal as it moves forward.
The company emphasized in its filing with the Federal Communications Commission that these foreign investors will not receive board seats or voting rights. Paramount described the arrangement as consistent with standard practices for large-scale international investments.
A spokesperson for Paramount Skydance said the filing is a “customary petition” tied to foreign investment in broadcast assets and is not required for the merger to close, a detail that underscores the regulatory pathway for the Paramount-WBD deal.
Ellison Family Retains Voting Control
Despite the significant foreign ownership, control of the company will remain with the Ellison family and RedBird Capital Partners. David Ellison and Larry Ellison, along with RedBird, will hold the largest equity stake and retain 100% of the voting power through Class A common stock.
The structure ensures that no external investor, including the Middle Eastern funds, will have governance rights or board representation. Paramount reiterated that the ownership model preserves centralized decision-making authority.
In a statement, the company said, “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.”
The company added that no equity syndication partner will have voting shares or influence over corporate governance, reinforcing how the Paramount-WBD deal is structured to maintain internal control.
Regulatory Review and Deal Progress Continue
The FCC filing seeks a declaratory ruling to allow foreign investors to exceed the typical 25% ownership threshold in U.S. broadcast companies. Paramount also requested advance approval for certain investors to increase their stakes up to 20% in the future.
Paramount noted that FCC approval is not a condition for closing the deal. However, the merger still requires clearance from European regulators and could face potential legal challenges from U.S. state attorneys general.
Warner Bros. Discovery shareholders recently approved the $111 billion sale to Paramount by a wide margin. The deal has also passed a key milestone with the U.S. Department of Justice after the expiration of the waiting period under antitrust review rules.
Paramount said the combination of its assets with Warner Bros. Discovery will strengthen competition in the media industry and benefit both creators and consumers, a key objective behind the Paramount-WBD deal.
“The combination of Paramount and WBD’s complementary assets will enhance competition while creating a strong champion for creative talent and consumer choice,” the spokesperson said.
The three Middle Eastern funds are investing close to $24 billion in the transaction, with Saudi Arabia’s Public Investment Fund contributing about $10 billion.
The merger remains one of the largest media deals in recent years and reflects growing global investment in the entertainment sector.
