Senators Urge FCC to Block Paramount-WBD Merger Closing

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- Sens. Booker, Schiff, and Warren wrote to FCC Chairman Brendan Carr demanding the agency bar the Paramount–Warner Bros. Discovery merger from closing until a foreign-ownership review is complete, warning they will pursue "every available avenue—legislative, oversight, and legal" if the FCC allows it through.
- Paramount has disclosed that the combined company would carry 49.5% total foreign ownership, including 38.5% from investment funds tied to Saudi Arabia, Qatar, and Abu Dhabi — a stake that would sit atop CBS, CNN, and 28 broadcast television stations.
- The FCC's Committee for the Assessment of Foreign Participation in U.S. telecom services started a 120-day review period on Tuesday, and the senators noted that incorporating the committee's recommendations could extend the process to seven months or more.
- Paramount has pledged to close the transaction by September 30, after which it would owe shareholders a "ticking fee" of several million dollars a day; the DOJ closed its antitrust investigation last week without challenging the deal.
- The senators flagged that Paramount is seeking advance FCC approval for each foreign investor to raise its individual stake up to 20% in the future — a structure that, if fully exercised, could result in up to 100% aggregate foreign ownership of the combined media company.
- Paramount's legal team countered in an FCC filing that "ample precedent supports permitting foreign investment in Paramount of up to and including 100 percent" and pledged that no foreign investor will control editorial or decision-making functions, which would remain with the Ellison family's U.S. entities.
- The transaction also awaits clearance from UK and EU regulators, and a group of state attorneys general is conducting a separate review.
Why it matters: The senators' intervention creates a direct collision with Paramount's September 30 closing deadline and a ticking fee of millions per day, potentially forcing the FCC to delay a deal that would place 38.5% of a major U.S. media parent into the hands of Saudi, Qatari, and Abu Dhabi sovereign funds. With DOJ having already cleared antitrust, the FCC's foreign-ownership process — which senators say could run seven months or more — is now the last major regulatory gate before the combined company takes over CBS, CNN, and 28 broadcast stations.



