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Gulf funds claim **38.5%** equity in Paramount-Warner Bros. while Ellisons hold votes—regulatory clock now ticking on **$52bn** studio combination.
49.5%
foreign ownership
38.5%
of equity held by three Middle Eastern investment funds
$52bn
after debt assumption
28
owned television stations across the CBS and Warner Bros
Paramount Global disclosed in an FCC filing that the merged Paramount-Warner Bros. Discovery entity will carry 49.5% foreign ownership, with 38.5% of equity held by three Middle Eastern investment funds. The Ellison family and RedBird Capital Partners will retain voting control through a dual-class structure, but the Gulf allocation marks the largest foreign capital position in a major U.S. studio-streamer combination since the 2019 consolidation wave.
The filing names Abu Dhabi's Mubadala Investment Company, Qatar Investment Authority, and Saudi Arabia's Public Investment Fund as the primary non-U.S. holders. Combined enterprise value for the merged company sits near $52bn after debt assumption. The transaction requires FCC approval for broadcast licenses covering 28 owned television stations across the CBS and Warner Bros. Discovery local portfolios. Paramount requested an expedited review under the agency's foreign ownership disclosure rules, arguing that effective control remains with U.S. citizens under the Ellison-RedBird voting trust.
The Gulf funds entered through Warner Bros. Discovery's 2022 recapitalization and Skydance Media's 2023 pre-merger funding round. Their combined stake gives them board observer rights and consent authority over asset sales above $1.5bn, but no operational voting power. That structure mirrors Tencent's position in Universal Music Group and Qatar's stake in Lagardère, where economic exposure exceeds governance influence. The difference: U.S. broadcast licenses create a national-security review layer that European media transactions avoid.
Rep. Sam Liccardo (D-CA) sent a letter to FCC Chair Jessica Rosenworcel requesting denial of the foreign ownership waiver, citing "undue influence" concerns and referencing the Committee on Foreign Investment in the United States' 2020 review framework. The EU Competition Directorate launched a parallel investigation into the merger's streaming market effects, with preliminary findings expected by late Q2. The combined Paramount+-Max platform would control 94 million subscribers globally, trailing only Netflix and Disney+. Regulators will examine content bundling in theatrical distribution and carriage fee negotiations with pay-TV operators.
Allocators should track the FCC's 90-day shot clock, which starts from the filing date of April 14. CFIUS has 45 days to request a formal review, though no public comment period exists for that process. The EU's Phase II investigation clock runs 180 days with one possible 90-day extension. Watch for Warner Bros. Discovery's debt refinancing package, expected before June 30, which will signal whether credit markets price in regulatory approval or demand wider spreads. The Middle Eastern funds' board observer nominations are due by May 15 under the merger agreement's governance annex.
The Ellison-RedBird voting trust expires in 2029, at which point governance converts to one-share-one-vote. That five-year horizon creates an embedded call option for the Gulf funds to move from passive to active ownership if U.S. broadcast regulations change or if the company divests station licenses to satisfy FCC concerns. The filing makes no mention of asset divestitures, suggesting Paramount believes the voting-control argument carries without portfolio trimming.
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