Senators Demand Halt on Paramount-Warner Bros. Merger Over Foreign Investment Concerns

Three Democratic U.S. senators are urging the Federal Communications Commission (FCC) to prevent the proposed $111 billion merger between Paramount Skydance and Warner Bros. Discovery from closing. Their demand comes amid significant concerns regarding the national security implications of substantial foreign investment in the deal.

In a letter dated June 18 addressed to FCC Chairman Brendan Carr, Senators Cory Booker (D-N.J.), Elizabeth Warren (D-Mass.), and Adam Schiff (D-Calif.) referenced Paramount's April 24 petition. This petition sought a declaratory ruling from the FCC for approval of "significant foreign investment." The lawmakers specifically requested that the FCC issue a "formal notice to Paramount that the transaction may not close" by July 1, ensuring the government’s national security review of the foreign investors runs its complete course.

Paramount's filing revealed that the merged Paramount-WBD entity would be 49.5% owned by foreign investors. Within this, approximately 38.5% of the new company's equity would be held by the sovereign wealth funds of Saudi Arabia, Qatar, and Abu Dhabi. Adding to the concern, Paramount also asked the FCC to authorize up to 100% foreign equity ownership in its broadcast licensees, despite existing congressional limits of 25% direct foreign ownership in American TV and radio stations without prior FCC approval.

The senators emphasized the FCC’s obligation under its rulemaking and procedures to coordinate with the Committee for the Assessment of Foreign Participation in the U.S. Telecommunications Services Sector and other executive branch agencies. This coordination is crucial for assessing potential national security and foreign policy risks associated with such foreign ownership. They posed a fundamental question: whether placing nearly half the equity of the parent company of CBS, CNN, and 28 broadcast television stations into the hands of three foreign governments truly serves the American public interest. The senators committed to exploring all available legislative, oversight, and legal avenues to address this.

The June 18 letter further highlighted Paramount's request for advance approval allowing each foreign investor to increase their individual stake up to 20% in the future, which could lead to 100% aggregate foreign ownership. While procedurally standard, the senators described this as an "unprecedented" request for "open-ended authorization for foreign government expansion" into a major U.S. news organization. They argued that such a transfer of control should not be approved without a finding that it serves the public interest and does not threaten national security, urging the FCC to reject this request "out of hand." The senators also called for scrutiny of Paramount's assertion that the transaction poses no national security, law enforcement, foreign policy, or trade policy concerns.

Specific concerns were raised about the investors, with the senators noting that Saudi Arabia’s Public Investment Fund is controlled by Crown Prince Mohammed bin Salman, whom the U.S. intelligence community linked to the killing of Washington Post journalist Jamal Khashoggi.

Separately, on June 12, the Justice Department’s Antitrust Division concluded its investigation into the merger without imposing any requirements. However, this decision drew controversy after the Wall Street Journal reported that senior DOJ officials moved to clear the deal despite internal lawyers "leaning" toward recommending a lawsuit to block it. A DOJ spokesperson stated the investigation found the transaction would "increase competition." Senator Warren publicly criticized the decision, suggesting it "reeks of corruption" and demanding to know if it was a "political favor."

Regarding the national security review, the Justice Department’s National Security Division informed the FCC on April 29 that the relevant committee had begun its assessment. According to the senators, this review could extend until late September, potentially followed by a second 90-day assessment period if risks are identified. They asserted that Paramount's stated intention to close the deal by July is "flatly incompatible" with this statutorily required national security review, especially since Paramount has characterized its FCC filing as not a condition for closing.

In their letter, Booker, Warren, and Schiff also requested that the FCC confirm the status and projected timeline of the national security review. Furthermore, they asked the FCC to confirm whether Attorney General Todd Blanche is chairing the Committee for this review and, if so, to identify the basis for his participation given documented ties between sovereign wealth funds and the Trump administration, implying a potential conflict of interest.

Paramount Skydance has publicly stated in SEC filings that the three Middle Eastern sovereign wealth funds have agreed to forgo any governance rights, including board representation, associated with their non-voting equity investments. The company maintains that the Ellison family and RedBird Capital Partners will retain 100% control over the combined Paramount-Warner Bros. Discovery entity.