FCC Approves 49.5% Foreign Ownership Stake in Paramount-Warner Bros. Discovery Merger

The Federal Communications Commission on September 17 approved Paramount’s petition to allow foreign investors to hold 49.5% of the equity in the company once its acquisition of Warner Bros. Discovery closes, clearing a significant regulatory hurdle for the roughly $111 billion deal.

In a declaratory ruling issued by the agency’s Media Bureau, the FCC authorized indirect foreign equity ownership of Paramount to exceed the standard 25% benchmark that applies to U.S. parent companies of broadcast licensees, ultimately permitting up to 100% aggregate indirect foreign equity interest. Because Paramount owns 28 television stations, any foreign ownership stake above 25% required the agency’s sign-off.

Of the 49.5% total foreign stake, 38.5 percentage points will be held by three Middle Eastern sovereign wealth funds. Saudi Arabia’s Public Investment Fund was approved to hold 15.1%, Abu Dhabi-based L’Imad Holding Company 12.8%, and the Qatar Investment Authority (through QIA TMT Holding) 10.6%.

Additional foreign ownership comes from passive limited-partner investors in funds managed by RedBird Capital Partners (5.8%) and other foreign-based entities that have acquired Paramount’s Class B stock (5.2%). Each of the three sovereign funds also received advance approval to increase its stake to as much as 20% without seeking a separate ruling.

The FCC’s ruling emphasized that the foreign investors’ shares are non-voting Class B stock, meaning they carry no governance rights. The agency’s decision states that it was “persuaded by Paramount’s argument that the Foreign Investors therefore will not be able to wield any influence, let alone control, over decisions involving the Licensees.” Paramount noted that once the deal closes, the Ellison family and RedBird Capital Partners will collectively hold the largest equity stake in the combined company and 100% of the voting shares.

The Gulf sovereign wealth funds are collectively providing roughly $24 billion in financing to help fund Paramount’s bid for Warner Bros. Discovery, according to SEC filings. A Paramount spokesperson said in a statement: “At a time when the media industry faces unprecedented competitive pressure from dominant big tech companies, a combined Paramount-WBD will have the scale and resources necessary to compete, invest, innovate, and deliver premium content to audiences worldwide.”

The FCC has approved foreign investors from the Middle East to own 49.5% in the merged WB/Paramount company. • The investors will not own voting stock so reportedly will have no influence on company decisions • Approval also has been given to permit up to 100% indirect foreign equity interest in Paramount

— DiscussingFilm (@DiscussingFilm) September 17, 2026

The approval follows months of scrutiny. In March, a group of Democratic senators led by Cory Booker sent a letter to FCC Chairman Brendan Carr raising concerns about the foreign financing, including backing from Saudi Arabia, Qatar, the UAE and China’s Tencent, and calling for a full review over fears the funds could influence editorial decisions at CBS News and CNN.

FCC Commissioner Anna Gomez, the agency’s sole Democrat, criticized the ruling on social media, writing that “the FCC just let some of the most repressive governments in the world indirectly control nearly all of a combined Paramount-Warner Bros.”

The ruling followed completion of a national security review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector, and Paramount submitted a letter of agreement covering data protections and restrictions on foreign investors’ rights and access. The merger still faces a separate multi-state legal challenge, including opposition from California Attorney General Rob Bonta.

Have something to add? Let us know in the comments!