Paramount Seeks FCC Approval for Middle East Investment in $110B Warner Bros. Merger

Paramount Skydance has formally requested approval from the Federal Communications Commission (FCC) to permit Middle Eastern equity investments in its $110 billion merger with Warner Bros. Discovery.

In a public notice issued on Monday, the media conglomerate led by David Ellison outlined its petition to the FCC. The filing seeks to:

• Allow existing and prospective foreign investors to indirectly hold equity and voting interests in Paramount that exceed the 25% statutory threshold.
• Secure specific approval for certain foreign investors to indirectly hold equity or deemed voting interests exceeding 5% in Paramount.
• Obtain advance approval for non-controlling prospective foreign investors to increase their indirect equity or voting interests up to 20% in Paramount.

The petition also requests blanket approval for foreign investors to indirectly hold up to 100% of Paramount’s equity and voting interests. This provision accounts for fluctuations in publicly held equity and potential future investments. However, Paramount clarified that indirect foreign ownership will remain at approximately 49.5% and will not result in a transfer of control over the company.

A spokesperson for Paramount told TheWrap that the filing is a standard procedural step for such investments and is not a prerequisite for closing the merger with Warner Bros. Discovery (WBD).

“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.”

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

The FCC’s notice confirms that the petition has been accepted for filing and may require additional documentation. The filing will also be referred to relevant executive branch agencies for review of national security, law enforcement, foreign policy, and trade policy implications. The public has until May 27 to submit comments, with reply comments due by June 11.