Middle Eastern Funds to Hold 38.5% of Merged Paramount-WBD

Middle Eastern sovereign investment funds are set to collectively own 38.5% of the equity in the newly merged Paramount-Warner Bros. Discovery company, according to a Monday filing Paramount submitted to the U.S. Federal Communications Commission (FCC).

The filing follows shareholder approval last week for Warner Bros. Discovery’s $111 billion sale, a step that cleared a major internal hurdle for the transaction.

Saudi, UAE and Qatar funds’ stakes detailed in FCC filing

Paramount’s filing lists three Middle Eastern funds as the largest foreign equity holders in the combined company. The Public Investment Fund of Saudi Arabia is expected to hold 15.1% equity.

The United Arab Emirates’ sovereign wealth fund is listed at 12.8% equity, while the Qatar Investment Authority is set to own 10.6% equity.

Together, those positions make up 38.5% of the merged entity’s equity. The filing also states that foreign ownership in the combined company totals 49.5%.

Foreign investors to hold equity without board seats or voting shares

Despite the size of the foreign equity positions, Paramount has previously said these investors will not receive board seats or voting shares. The FCC filing reiterates the ownership structure in which economic stakes and governance rights are separated.

Under the same structure, the Ellison family—David and Larry Ellison—along with RedBird Capital Partners will remain the largest equity holders. Paramount said they will retain 100% of the voting power in the merged entity.

Paramount asks FCC for ruling on foreign ownership thresholds

In the Monday submission, Paramount asked the FCC for a declaratory ruling that would allow foreign investors to hold equity and voting interests above the 25% statutory benchmark. The company also requested specific approval for certain foreign investors to raise their indirect equity and/or voting interests to as much as 20% in the future.

The filing frames the request as a regulatory clearance related to foreign ownership limits, rather than a change to the governance arrangement described by Paramount.

Deal timeline: European review and possible state scrutiny remain

Paramount said FCC approval of foreign ownership is not a condition for closing the merger. The transaction still requires European regulatory approval.

The deal may also face review by state attorneys general, according to the filing. Paramount did not describe the timing or scope of any such reviews.

The FCC filing sets out how the merged company expects to align its ownership structure with U.S. foreign ownership rules while the broader set of regulatory steps continues.