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**49.5%** foreign ownership in the **$110B** Paramount-Warner merger now faces first congressional opposition as Gulf sovereigns deploy **$42B**.
38.5%
of the merged Paramount-Warner Bros
$110 billion
acquisition closes
49.5%
according to an SEC filing Tuesday
25%
foreign equity under existing statute
Three Middle Eastern sovereign wealth funds will collectively own 38.5% of the merged Paramount-Warner Bros. Discovery entity when the $110 billion acquisition closes, pushing total foreign ownership to 49.5%, according to an SEC filing Tuesday. Saudi Arabia's Public Investment Fund, Abu Dhabi's L'Imad, and the Qatar Investment Authority are providing capital to back David Ellison's Skydance in the largest media consolidation since AT&T unwound WarnerMedia.
Congressman Sam Liccardo formally requested the FCC deny Paramount's foreign-ownership waiver application on Thursday, citing national security concerns over broadcast license control. The move marks the first direct congressional intervention in the deal structure since merger talks began eighteen months ago. Paramount holds seventeen full-power broadcast licenses across major markets including New York, Los Angeles, and Chicago through its CBS station group—assets that require FCC approval for any ownership change exceeding 25% foreign equity under existing statute.
The filing reveals a deliberate capital architecture. The three Gulf funds are providing mezzanine financing rather than direct equity, structured to sit below Skydance's majority position but above Warner Bros. Discovery's existing debt stack. This keeps operational control with Ellison while giving the sovereign funds preferred returns and board observation rights. The 38.5% stake represents roughly $42.4 billion in committed capital at closing, the largest single deployment by Middle Eastern sovereigns into U.S. media infrastructure. PIF is contributing an estimated $18 billion of that total, extending its pattern of anchoring entertainment consolidations after its $16 billion commitment to Endeavor's take-private last year.
The timing creates friction. The FCC's media-ownership review process typically runs 90 to 120 days for straightforward transactions, but foreign-ownership waivers above 25% trigger additional national security consultations with the Department of Justice and intelligence agencies. Liccardo's letter specifically flags the broadcast licenses' reach into 38 million U.S. households and questions whether Gulf state involvement in editorial oversight—however indirect—compromises journalistic independence around Middle East coverage. The congressman chairs the House subcommittee overseeing FCC appropriations, giving his request procedural weight.
For agency holding companies and luxury travel operators, the consolidation's scale matters more than its ownership structure. The combined entity will control $47 billion in annual advertising inventory across linear, streaming, and experiential properties, creating the second-largest media buyer relationship after Disney-Hulu. Paramount's luxury travel IP—including premium cruise partnerships and destination marketing for CBS Sports' golf properties—sits within the broadcast division, making it subject to the same foreign-ownership review that governs the license transfers. If the FCC imposes structural conditions, those travel verticals could be carved out or restricted from certain Gulf-region marketing integrations.
What matters now is the 120-day clock. The FCC must rule on the foreign-ownership waiver before the merger can close, currently scheduled for Q3 2026. Liccardo's request does not pause the timeline but adds a formal opposition party to the proceeding, requiring the commission to respond in writing. The Department of Justice has thirty days from the FCC's notice to raise objections under the separate national security review process.
The 38.5% figure is a ceiling, not a floor. The SEC filing includes provisions allowing the Gulf funds to increase their collective stake to 45% if Warner Bros. Discovery's enterprise value drops below $85 billion at closing—a hedge against market deterioration that would trigger additional capital calls. That structure keeps Skydance's control position intact while giving the sovereigns downside protection, a term sheet architecture that has become standard in large media recapitalizations since the streaming wars began burning cash in 2021.
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