The company says that the Ellisons and RedBird will control the voting stock, but that "indirect foreign ownership of equity interests in Paramount will be approximately 49.5 percent."
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| David Ellison, Chairman & CEO, Paramount Skydance speaks on stage during New York Upfront Partnership Event 2026 at Storied NYC on April 22, 2026 in New York City Photo by Noam Galai/Getty Images for Paramount |
Paramount has asked the Federal Communications Commission (FCC) to sign off on its equity investment from three prominent Middle East sovereign wealth funds that are backing the company’s $111 billion acquisition of Warner Bros. Discovery.
In a petition for declaratory ruling to the FCC signed by Paramount legal chief Makan Delrahim, Paramount asks the Brendan Carr-led commission to sign off on the deal involving Saudi Arabia’s PIF (public investment fund), L’Imad, an Abu Dhabi sovereign wealth fund, and a Qatar Investment Authority fund.
Paramount notes that David Ellison and his father Larry Ellison, as well as RedBird Capital, will control all voting shares in the company, and that the sovereign funds are only acquiring non-voting equity shares.
“Upon consummation of the Proposed Investment, Petitioner expects that the aggregate indirect foreign ownership of equity interests in Paramount will be approximately 49.5 percent,” Paramount writes, underscoring the extent to which the company is leaning on the foreign investment.
Paramount is asking for a ruling that would allow up to 100 percent of equity or voting shares to be owned by foreign holders, though that is a procedural maneuver rather than a sign of any future plans. The FCC approval only applies to the foreign financing, not to the deal itself, which secured WBD shareholder approval last week.
“Paramount has filed a customary petition for a declaratory ruling with the FCC relating to the indirect foreign investment in Paramount’s broadcast television stations as a result of the recent equity syndication,” a Paramount spokesperson told The Hollywood Reporter. “An FCC filing is completely standard for investments such as this and is not a condition to closing Paramount’s acquisition of WBD.
“When the transaction and equity syndication close, the Ellison family and RedBird will collectively hold the largest equity stake in the combined company and continue to be the sole owners of Class A Common Stock, representing 100% of the voting shares, with no other equity syndication party having any governance rights, voting shares, or Board representation,” the statement continues. “The combination of Paramount and WBD’s complementary assets will enhance competition while creating a strong champion for creative talent and consumer choice.”
The three Middle East funds were reported to be providing $24 billion of capital to back the Warners deal. The FCC filing confirms that the PIF will be the largest contributor, owning 15.1% of Paramount’s equity after the deal closes, with L’Imad owning 12.8%, and Qatar’s fund owning 10.6%. Collectively those three funds will control 38.5% of Paramount equity shares (again, non-voting shares). The remaining foreign equity owners include passive investors in RedBird funds, and entities that have acquired Paramount shares and have filed Form 13F with the SEC.
Paramount is also giving answers to the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (sometimes called “Team Telecom”), which advises the FCC on national security and law enforcement concerns.
In the filing, Delrahim argued that the foreign investment will ultimately serve to bolster the company’s local news programming, improve its technology stack, and increase the diversity of programming, citing the deal for UFC fights as an example.
“Reducing barriers to further investment in Paramount, including by allowing the company to pursue additional capital from non-U.S. investors, will enable it to allocate additional resources to preserve and enhance the legacy and broad reach of the Licensees’ television broadcast operations,” Delrahim wrote. “In turn, Paramount’s ability to compete in the television broadcast and broader video marketplaces will improve, thereby promoting the strength of the industry overall. The new equity investment, leveraged on the efficiency gains resulting from the Paramount-Skydance transaction, will better position the company to weather continuing challenges facing broadcasters and operators of linear pay-television networks.”
From Variety:
Justice Department Approves Paramount’s Warner Bros. Discovery Takeover Without Any Strings Attached
David Ellison’s Paramount Skydance has cleared a big regulatory hurdle in advancing toward completing its $111 billion merger with Warner Bros. Discovery — although it’s still not a done deal and could face other legal challenges.
The Justice Department‘s Antitrust Division has approved the deal, Variety has confirmed. As first reported by Politico, the regulator is giving the green light to the Paramount-WBD tie-up without requiring “any divestitures, behavioral remedies or concessions.”
“The Division has completed its analysis of the proposed merger of Paramount and Warner Bros. and determined based on the evidence received in its investigation that the transaction is not likely to result in harm to competition or American consumers,” including with respect to streaming video on demand, linear TV, and studio development, production or distribution of films for theatrical release, the DOJ’s Antitrust Division said in a statement Friday about the closing of its investigation of the Paramount-WBD merger.
There’s been major backlash in the industry to the megadeal, which would bring bring together Paramount assets including CBS, CBS News, Paramount Pictures and Paramount+ with WBD’s HBO and HBO Max, Warner Bros. Pictures, CNN, TNT, TBS, HGTV and more. Paramount execs have said they anticipate achieving more than $6 billion in cost savings through the merger — indicating big layoffs would ensue.
To date, more than 5,500 filmmakers, actors and other Hollywood professionals have signed an open letter opposing the deal, arguing that it would eliminate jobs, raise prices and reduce competition. Organizers of the BlockTheMerger.com open letter include the Writers Guild of America (WGA); individual signatories include: Florence Pugh, Pedro Pascal, Edward Norton, Joaquin Phoenix, Ben Stiller, Kristen Stewart, Mark Ruffalo, Noah Wyle, Ramy Youssef, Rosario Dawson, Rosie O’Donnell, Ted Danson, Tiffany Haddish, Yorgos Lanthimos and Robert De Niro.
The Teamsters urged the DOJ to block the Paramount-WBD deal unless Paramount agreed to “substantial and enforceable safeguards” against job cuts and committed to supporting increased U.S. production.
In March, the acting head of the Justice Department’s antitrust division, Omeed Assefi, said the Paramount-WBD deal would “absolutely not” be on a fast-track for approval due to political reasons, in the context of the Ellison family’s friendly ties to Trump.
On Friday, the DOJ’s Antitrust Division said that its “rigorous” eight-month investigation was “led by the Division’s career staff” and included that production of more than 2 million documents from more than 80 parties. “The Division’s mandate is to investigate and, if necessary, litigate proposed mergers that harm competition or American consumers,” the division said. “This investigation included a review of reams of documentary evidence, hours of deposition testimony of senior-level executives, interviews with third-party witnesses, and staff-led meetings with the Parties themselves. These investigative efforts all led to the same conclusion: the film and television industry is highly dynamic, and the proposed transaction is not likely to harm competition or American consumers.”
Paramount Skydance said in a statement Friday, “We are grateful for the Department of Justice’s thorough review of this transaction, as well as the work of the other agencies that have completed their reviews and provided clearance to date. This deal is pro-competitive, resulting in a stronger company better positioned to compete against dominant technology platforms in an industry increasingly defined by intense competition for audiences, talent, technology and investment. We remain focused on completing the transaction as soon as possible and delivering its benefits to consumers, creators and the entertainment industry as a whole.”
Paramount still faces other potential roadblocks to closing the WBD deal. Among those: State attorneys general including California’s Rob Bonta have said they will potentially move forward with litigation seeking to block the Paramount-WBD merger on antitrust grounds.
Regarding the DOJ’s approval of the deal, Sen. Elizabeth Warren (D-Mass.) said in a statement, “This is terrible news for every American who doesn’t want Trump-aligned billionaires to control what they watch and how much they pay. The Paramount-Warner Bros. deal has reeked of corruption and influence-peddling. This fight isn’t over. State AGs must block this merger.”
Meanwhile, Paramount’s proposed WBD deal is undergoing regulatory review in Europe and the U.K.
The European Commission is investigating the deal under the EU’s Foreign Subsidies Regulation, looking at the approximately $24 billion being fronted for the takeover by the sovereign wealth funds of Saudi Arabia, Qatar and Abu Dhabi. The EU set a provisional July 14 deadline for vetting the deal under the law, according to a notice posted on the regulatory agency’s site. That’s in addition to its investigation under standard merger rules with a July 7 deadline.
On Tuesday (June 9), the U.K.’s competition regulator, the Competition and Markets Authority, said it initiated an investigation into the proposed Paramount-WBD deal.
Warren is among U.S. Democrats who have called on the Trump administration to review the foreign investments behind the Paramount-WBD deal, including urging the FCC and the Treasury Department to initiate such reviews. But to date, there has been no indication that any U.S. government entity will do so.
In communications with the DOJ, Paramount chief legal officer Makan Delrahim alleged that Netflix had been strongly lobbying regulators against Paramount’s WBD deal. Netflix clinched a deal to buy Warner Bros.’s streaming and studios businesses in December 2025 before backing out of the bidding in February after Paramount upped its takeout offer for all of WBD. “Netflix’s panic-level response and scorched-earth campaign to try and poison regulators and other stakeholders against the Transaction shows just how seriously Netflix takes Paramount as a scaled competitor,” Delrahim wrote in a June 5 letter to officials in DOJ’s Antitrust Division.
About Delrahim’s comments, a Netflix spokesperson said: “These claims from Paramount Skydance are absurd. We walked away from this deal months ago and remain focused on our own business, not theirs. Ultimately, it’s up to the regulators to approve this deal and determine if it is in the best interest of the industry and all concerned.”
Separately, Delrahim said in an interview with the Los Angeles Times last week that there is “a lot of fear-mongering, particularly from people in Washington, D.C. They are running a political campaign. Some of these people are trying to inflict harm on this transaction really because of their own antisemitic views.” Delrahim has not identified which opponents of the Paramount-WBD merger allegedly hold “antisemitic views.”
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From Deadline:
DOJ Gives Thumbs Up To Paramount’s $111B WBD Acquisition; Par Touts “Pro-Competitive” Merger As States Ponder Next Move
UPDATED with Paramount & CA AG statements: The Department of Justice has approved Paramount’s pending $110 billion purchase of Warner Bros Discovery.
The signoff Friday by the Paramount-friendly Trump administration was confirmed to Deadline by multiple sources. No significant concessions by Paramount to the DOJ appear to have been made in order to gain the regulatory signoff, the sources indicated.
“We are grateful for the Department of Justice’s thorough review of this transaction, as well as the work of the other agencies that have completed their reviews and provided clearance to date,” a Paramount spokesperson in a statement provided to Deadline. “This deal is pro-competitive, resulting in a stronger company better positioned to compete against dominant technology platforms in an industry increasingly defined by intense competition for audiences, talent, technology, and investment. We remain focused on completing the transaction as soon as possible and delivering its benefits to consumers, creators, and the entertainment industry as a whole.”
Paramount-Warner Bros. Merger Formally Investigated By UK Competition Watchdog
The antitrust hurdle cleared by Paramount comes as state attorneys general in California, New York and almost a dozen other states are contemplating an antitrust suit to put the brakes on what would become a mega-studio.
Today, CA AG Rob Bonta reiterated his party line that the merger is “not a done deal.”
Still, Paramount CEO David Ellison and his management team have promised to close the WBD deal by September 30. If they fail to do so, they have pledged to pay shareholders a “ticking fee” of several million dollars a day. In recent days, regulators in the UK and Europe have signaled their plans to take a closer look at the transaction. Particularly with the shape of summers on the continent, if clarity is not reached by the start of August, the process will likely drag into September.
News leaking out of the approval comes the same day Paramount and the UFC (who have a $7.7 billion deal of their own) got a gift when a federal judge killed an eleventh-hour lawsuit to stop a UFC event at the White House on Sunday. The set of mixed-martial-arts matches, streaming live on Paramount+, will be contested on Donald Trump‘s 80th birthday.
Among opponents to the merger, Sen. Elizabeth Warren has been in the forefront, and Friday she was quick to react to DOJ green light.
“This is terrible news for every American who doesn’t want Trump-aligned billionaires to control what they watch and how much they pay,” the New England senator said. “The Paramount-Warner Bros. deal has reeked of corruption and influence-peddling. This fight isn’t over. State AGs must block this merger.”
Out West, Golden State AG Bonta’s office has long stuck to its redline that the “Paramount acquisition of Warner Brothers remains an active investigation, and we do not have any updates to share at this time.” The CA DOJ did not respond initially to Deadline’s request for comment today.
Overseas, the much debated deal is hitting some roadblocks with UK regulators.
Earlier this week, the UK’s Competition and Markets Authority declared that it had opened a “merger inquiry” into the deal. With an August 7 deadline of sorts, the CMA intends to examine if the Paramount-WBD meld could present a “realistic prospect of a substantial lessening of competition.” If the Brits believe that such a prospect is real, then a second phase in their probe will kick off — a Phase 2 that could last up to five months and gummy up the works for the merger.
After a months-long death match with Netflix, a bid-raising Paramount succeeded in efforts to acquire Warner Bros. Discovery in late February, with streamer co-CEO Ted Sarandos literally at the White House for meetings as news of the deal broke. Soon after, Team Ellison said it expected to close the deal in the third quarter, which would have been a remarkably quick turnaround of a deal this size.
That turnaround that looks to be well on track now, at least in America.
Additionally, even as Australia signed off just recently on the deal, more antitrust work is ongoing in the European Union, where a Phase 1 investigation is underway with a deadline of July 7. Experts have predicted a Phase 2 investigation is likely.
Separately, the European Commission is examining the deal under Foreign Subsidies Regulations and will decide by July 14 whether to clear it or open a full investigation. Saudi Arabia’s Public Investment Fund, Qatar Investment Authority and Abu Dhabi’s L’imad Holding are providing $24 billion in equity funding, joining the Ellisons, RedBird Capital and LionTree as investors. Paramount says the Middle Eastern sovereign wealth funds will be purely passive investors.
Back in the U.S., where the Ellisons’ closeness to “good friend” Donald Trump has cast a shadow on the merits of the potentially disruptive merger, Democratic lawmakers have asked Treasury Secretary Scott Bessent, in his role as chair of the Committee on Foreign Investment in the United States, to review potential national security risks of foreign ownership. One issue some have raised is a congressionally mandated 25% cap on foreign ownership of American broadcast stations.
The Justice Department’s approval was expected, which is why many opponents of the transaction had set sights on state attorneys general. Still, the DOJ’s decision to sign off on could have an impact on a state legal challenge, as judges may question why the transaction is problematic at the state level but not for federal authorities.
Democrats have charged that the DOJ has been politicized, including on antitrust matters. They have pointed to the Ellisons’ ties to the administration, and to corporate lobbying from officials close to the White House on another merger and antitrust lawsuit.
Politico was first to report on the DOJ approval of the Paramount-WBD merger.
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From Deadline:
Justice Department Explains Why It Cleared Paramount-Warner Bros Deal: “Not Likely To Result In Harm To Competition Or American Consumers”
The Justice Department said Friday that it concluded that Paramount‘s proposed acquisition of Warner Bros Discovery was “not likely to result in harm to competition or American consumers,” citing its review of the streaming, linear television and theatrical release marketplaces.
In a statement today, the DOJ noted the multiple transaction in which Warner Bros has been an acquisition target.
“The legacy of these transactions illustrates the challenges that arise when the commercial rationale for a deal lacks clear alignment with competitive incentives of the acquiring firm or the competitive evolution of the marketplace. In technology-driven industries, the disruptors of the recent past may quickly become the entrenched monopolists of the present day,” per the statement from the Antitrust Division.
“It is with this historical experience and present enforcement sensitivity to the contestability of dynamic markets that the Division conducted a thorough investigation of the proposed transaction to assess whether the proposed transaction presented any harm to competition. The extensive investigatory record reviewed by the Division suggests that the impact of the transaction will be to increase competition across the media and entertainment ecosystem, with benefits for American consumers and workers.”
The DOJ said its investigative efforts “all led to the same conclusion: the film and television industry is highly dynamic, and the proposed transaction is not likely to harm competition or American consumers.”
In its statement, the Justice Department aligned with some of the arguments that Paramount has made in championing the deal.
In streaming, the DOJ said that the merger would provide a more robust alternative to Netflix, Amazon Prime and Disney Plus, noting that Paramount and WBD “are historically late entrants into SVOD with less customers subscribing to Paramount+ and Warner Bros.’ HBO Max and discovery+ offerings, compared to those of the three largest streamers today.”
“Based on extensive interviews with market participants and review of the parties’ own documents that were made in the ordinary course of business, the parties have a clear path to injecting additional competitive pressures across the media ecosystem to innovate and provide value to creators and consumers,” the DOJ statement read.
When Netflix struck a deal to acquire Warner Bros., it had made a number of arguments to try to assuage concerns over competition, including that YouTube was among its rivals. In its statement, the DOJ’s Antitrust Division seemed to dismiss that notion. The DOJ wrote that “alternatives like YouTube, TikTok and social media “do not appear to be competitive substitutes here under well-established antitrust legal precedents, although they compete broadly for consumer attention.”
The DOJ also said that it investigated whether the combined company could hold content “captive” on its own streaming platforms, but pointed to Paramount’s historical practice of “broadly licensing content.”
“Even when studios such as Paramount license content on exclusive terms to another streamer, they typically maximize the value of that content by moving it from one streamer to another at the end of a license term to broaden the audience exposure across differentiated distribution channels,” the DOJ said.
The Antitrust Division also concluded that the transaction would not harm linear television, even as the merger will combine the once powerhouse cable channel holdings across Paramount, Warner Bros. and Discovery. The DOJ said that given the competition for live programming, including sports, news and political commentary, there was “increasing competitive pressure” to “secure live programming at higher costs.”
When it comes to studio development, production, or distribution of films for theatrical release, the DOJ concluded that “the evidence shows extensive competition within the industry, which has generated greater output and diversity of film offerings, and is likely to continue unabated.”
“Smaller studios have turned to innovative content development and distribution strategies to challenge traditional assumptions regarding the conditions necessary for successful theatrical release,” the DOJ said. “Indeed, this remains true looking even at narrow categories like ‘tentpole’ or ‘blockbuster’ theatrical production and distribution.”
Although the transaction puts two legacy studios under one corporate umbrella, the DOJ pointed to releases like Project Hail Mary from Amazon MGM, Backrooms from A24, Michael from Lionsgate and Obsession from Blumhouse.
The DOJ also dismissed arguments that the transaction would result in the same impact as The Walt Disney Co.’s acquisition of Fox assets in 2019. That led to a reduction in theatrical releases. The DOJ, however, rejected the comparisons. They pointed to the Covid pandemic, and noted that in the years following, Disney substantially increased its spending on content production across theatrical and streaming platforms.
“Moreover, as an entertainment and hospitality business focused historically on developing core franchise IP to monetize across a diversified business, the incentives of Disney with respect to total output of theatrical content do not clearly align with a pure-play media business like Paramount,” the DOJ said.
Opponents also warn of a diminishment in the competition for labor, as well as massive job loss. The DOJ, though, said that the “substantial evidence does not suggest a likelihood of reduction in output.”
“That is because the demand for creative workers and labor is correlated with the Parties’ incentives to maintain or expand output. Thus, the expressed labor concerns do not raise actionable antitrust concerns.”
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From Deadline:
Paramount-WBD Merger Cleared By Australia
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| Paramount Studios | Justin Sullivan/Getty Images |
Paramount said to today that competition authorities in Australia and New Zealand, as well as Saudi Arabia, Ukraine, Serbia and North Macedonia have approved its pending merger with Warner Bros. Discovery.
Foreign direct investment authorities in Germany, Slovenia, Belgium, Czechia, New Zealand, Italy, France and Romania are also on board, the David Ellison-run company said in an SEC filing.
The deal is still awaiting key greenlights from the U.S. Department of Justice, the EU and the U.K., where regulators said on Tuesday they are opening a Phase 1 inquiry into the combination. The Competition and Markets Authority (CMA) set an August 7 deadline to determine if there is a “realistic prospect of a substantial lessening of competition.” If it finds the threshold is met, the watchdog will move to a Phase 2 investigation.
The EU’s Phase 1 inquiry runs through July 7, when it will also decide whether or not to move into Phase 2.
Paramount announced plans to acquire Warner Bros. Discovery in late February for $31 a share in cash, valuing the company at $110 billion (enterprise value, which includes debt) and $81 billion (equity value). It has said it expects to close the deal in the third quarter.
In the event the transaction has not closed by September 30, the agreement calls for WBD shareholders to receive a $0.25 per share so-called “ticking fee” for each quarter (measured daily) until closing. It was a sweetener to entice WBD’s board to agree to the deal.
Paramount, in the filing, cited the Australian Competition and Consumer Commission’s conclusion that the deal “is unlikely to have the effect of substantially lessening competition in relation to the wholesale supply of films for theatrical release in Australia.” While “the Acquisition would remove competition between Paramount and Warner Brothers, the merged entity would continue to be constrained by other film studios post-Acquisition.”
The ACCC said the combined company “is unlikely to have a sufficiently strong position in the supply of wholesale [audiovisual] content to enable it to successfully foreclose rivals’ access.”
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Originally published: April 29, 2026.
H/T: Kidscreen.
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