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Gulf sovereigns are buying media debt at equity returns, not content partnerships—watch how bond markets price the refinancing risk.
$24 billion
of David Ellison's
$110 billion
acquisition of Warner Bros
$53
per share in cash and stock
$180 billion
enterprise value including assumed debt
Three Middle Eastern sovereign wealth funds have signed binding commitments for $24 billion of David Ellison's $110 billion acquisition of Warner Bros. Discovery through Paramount Skydance, according to an SEC filing Tuesday. The Saudi Public Investment Fund, Qatar Investment Authority, and Abu Dhabi's Mubadala Investment Company are providing roughly 22 percent of the total consideration, making this the largest Gulf allocation to a U.S. media asset in history.
The structure gives Ellison debt capacity without triggering Federal Communications Commission foreign-ownership thresholds. The funds are entering as passive preferred equity, convertible only after regulatory clearance and subject to voting caps below 25 percent aggregate. Warner Bros. Discovery shareholders will receive $53 per share in cash and stock, valuing the combined entity at approximately $180 billion enterprise value including assumed debt. Paramount Skydance filed Hart-Scott-Rodino paperwork Monday. The Justice Department has 30 days to issue a second request.
This marks the second time in eight months Gulf sovereigns have backstopped a major Hollywood recapitalization. PIF committed $1.9 billion to the Endeavor-TKO merger in June 2024, acquiring a board seat and streaming distribution rights across MENA. Qatar was the silent anchor in the $8.6 billion Lionsgate take-private last March. The Warner transaction is structurally different. The funds are not seeking content partnerships or distribution windows. They are buying the lowest-cost debt substitute in a zero-rate environment, secured by libraries worth multiples of replacement cost. Warner's film and television catalog alone generated $4.2 billion in licensing revenue in fiscal 2024, per company disclosures. At a 12x multiple, that is $50 billion in asset coverage for a $24 billion position.
The consolidation creates the second-largest entertainment company globally by revenue, behind only Disney, with combined streaming subscribers exceeding 190 million when Max and Paramount Plus are merged. Ellison has already told staff he will eliminate duplicate corporate functions and merge the streaming platforms by Q2 2026. Wall Street expects $3 billion in annual run-rate synergies, concentrated in technology infrastructure and international distribution. The company will control roughly 40 percent of U.S. premium cable and streaming content spending, based on Ampere Analysis data. That gives it pricing power with MVPDs and leverage in carriage negotiations that neither entity possessed independently.
Family offices and development groups should track three events. First, the DOJ's decision on a second request, expected by mid-February. If granted, discovery extends the timeline six months and invites Congressional scrutiny over content concentration. Second, the FCC's foreign-ownership determination, which Qatar specifically has failed twice before in broadcast license transfers. Third, bond market reception when the combined entity refinances Warner's $42 billion debt stack, likely in Q3 2025. If spreads widen beyond 150 basis points over Treasuries, Ellison may need to return to the Gulf for another tranche.
The filing lists Moelis & Company as Paramount's financial advisor, with Goldman Sachs advising the sovereigns. No U.S. pension fund or endowment participated in the equity raise.
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