Paramount Global has moved one step closer to finalizing its massive acquisition of Warner Bros. Discovery by requesting approval from the Federal Communications Commission for foreign equity backing tied to the transaction. The media giant has petitioned the FCC to approve investments from three Middle East sovereign wealth funds, a crucial procedural step that would support Paramount’s $111 billion merger agreement.

The filing highlights how Paramount is leaning on international capital to secure one of the entertainment industry’s biggest deals in recent years. While the foreign investors would hold substantial equity in the merged company, Paramount emphasized that voting control would remain firmly with David Ellison, Larry Ellison, and RedBird Capital Partners, setting the stage for a merger that is already reshaping the future of Hollywood.

As part of the FCC filing, Paramount asked regulators to approve indirect foreign ownership tied to investments from Saudi Arabia’s Public Investment Fund, Abu Dhabi’s L’Imad sovereign wealth fund, and the Qatar Investment Authority. Together, the three funds are expected to provide $24 billion in financing for the merger and will collectively hold 38.5% of Paramount’s equity after the deal closes. Paramount noted that total indirect foreign ownership in the company would reach approximately 49.5%, though all of those shares would be non-voting.

“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.

The investors backing the deal include Saudi Arabia’s Public Investment Fund, Abu Dhabi sovereign wealth fund L’Imad, and the Qatar Investment Authority, which together are expected to contribute $24 billion in capital. Despite the scale of the foreign investment, Paramount emphasized that voting control of the merged company would remain with David Ellison, Larry Ellison, and existing U.S. stakeholders, with the sovereign wealth funds receiving only non-voting equity shares.

The company stressed that the regulatory filing is a standard requirement and is not a condition for the merger’s closing. Paramount also reiterated that the Ellison family and RedBird will remain the sole owners of the company’s Class A common stock, preserving 100% of the voting power and preventing any governance influence from the foreign funds. Paramount argued in its filing that the new investment would strengthen its broadcast operations, improve technology capabilities, and support expanded programming as it integrates Warner Bros. Discovery’s assets.

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Even as Paramount secures the capital needed to complete the acquisition, resistance from investors is surfacing elsewhere, particularly around executive compensation at Warner Bros. Discovery.

While shareholders of Warner Bros. Discovery overwhelmingly approved Paramount’s $111 billion acquisition proposal, they sent a strong message by rejecting the proposed compensation packages for CEO David Zaslav and other top executives. According to reports, investors supported the $31-per-share deal that would bring Warner Bros. Discovery under Paramount Skydance ownership, but the advisory vote against executive payouts reflected growing frustration over the scale of the rewards tied to the merger.

David Zaslav’s proposed exit package reportedly exceeds $550 million, including more than $500 million in equity awards in the combined company along with $34.2 million in cash severance. The amount could increase further through tax reimbursements, making it one of the largest executive compensation packages tied to a media merger. Although the vote does not legally prevent the payouts, the shareholder backlash underscores increasing scrutiny of executive pay even as investors approve the strategic rationale behind the merger. As Paramount pushes through final regulatory approvals, that tension between corporate ambition and investor accountability is likely to remain in focus.

With FCC clearance on foreign funding now in play and shareholder approval already secured, Paramount’s takeover of Warner Bros. Discovery appears to be advancing steadily. But while the merger promises to create a stronger media powerhouse, the controversy surrounding executive compensation shows that not every part of the deal has won investor confidence.

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