Paramount Files for FCC Foreign-Ownership Waiver as $50B Warner Bid Nears 49.5% Middle Eastern Equity

Paramount submitted formal foreign-ownership disclosure to the Federal Communications Commission on Tuesday requesting approval for indirect equity stakes totaling 49.5 percent from three Middle Eastern sovereign wealth funds backing the Ellison-RedBird consortium's acquisition of Warner Bros. Discovery. The filing, required under Section 310(b)(4) of the Communications Act, positions the transaction as the largest foreign-backed media consolidation in U.S. history by equity share.

The structure places voting control with Skydance Media's Larry Ellison and RedBird Capital Partners while distributing nearly half the economic interest to Gulf-region state investors. Paramount disclosed that the Middle Eastern funds—unnamed in initial filings but widely understood to include entities from the UAE, Qatar, and Saudi Arabia—would hold non-voting equity instruments carrying full profit participation and board observer rights. The $50 billion enterprise value assumes Warner's current market capitalization plus Paramount's disclosed liabilities and requires simultaneous approval from the FCC, the Committee on Foreign Investment in the United States, and European Union competition authorities.

The FCC pathway matters because Paramount owns 28 local broadcast licenses through CBS, and federal law caps foreign ownership of U.S. broadcast licensees at 25 percent without explicit Commission waiver. Paramount's legal argument hinges on demonstrating that voting control remains with U.S. persons even as economic ownership crosses the statutory threshold. Within 48 hours of the filing, Representative Sam Liccardo (D-CA) sent a letter to FCC Chairwoman Jessica Rosenworcel urging denial on national-security grounds, citing sovereign control of editorial decision-making at CBS News and the potential for algorithmic influence over Paramount+ streaming content distributed to 87 million global subscribers.

European regulators opened a parallel Phase I investigation under the EU Merger Regulation, focused less on nationality than on whether the combined Paramount-Warner-Skydance entity achieves market dominance in European theatrical distribution and pay-television licensing. The European Commission has 25 working days from formal notification to decide whether to escalate to Phase II review, which would add another 90 days and potentially derail the U.S. timeline. The Gulf funds' participation creates an unusual alignment problem: U.S. authorities evaluate foreign-state influence while EU authorities evaluate market concentration, and either veto collapses the entire structure.

Allocators should track three dates. The FCC typically issues a Public Notice within 14 days of foreign-ownership applications, opening a 30-day comment period that Liccardo's letter will almost certainly extend. CFIUS has no statutory deadline but historically completes media reviews in 60 to 90 days when the buyer provides voluntary notice, which RedBird has signaled it will do. The EU Phase I clock started March 18, placing the initial decision threshold around April 22. If all three bodies clear by mid-May, the Ellison-RedBird group could close before the June 30 Warner shareholders' meeting, avoiding a second proxy cycle.

The structural bet is that U.S. regulators will prioritize domestic voting control over foreign economic participation, accepting that sovereign capital has already crossed 40 percent ownership thresholds in Uber, SpaceX, and Anthropic without triggering broadcast-license reviews. What changed is the asset class: owning half of CBS makes foreign editorial influence legible in ways that owning half of a ride-hailing app does not.