No Board Seat Required

It's been a while since I checked in on the Paramount-Warner Bros. saga. Last time I said the regulatory war was just beginning. Turns out that was accurate.

Shareholders Say Yes (But Also: No)

On April 23, WBD shareholders voted overwhelmingly to approve the Paramount deal — about 1.743 billion shares for, 16.3 million against. The meeting lasted ten minutes.

The interesting part: shareholders simultaneously voted against the golden parachute for WBD CEO David Zaslav. His exit package totals more than $800 million — described as "one of the highest golden parachutes ever observed" by the Los Angeles Times. The vote was non-binding, so the payments go through anyway. Of course they do.

On the night of the shareholder vote, David Ellison hosted an invitation-only dinner in Washington to honor President Trump. Casual.

The Foreign Ownership Numbers Are Now On Paper

This one matters. An FCC filing confirmed the combined company will be 49.5% owned by foreign investors — with 38.5% held by three Middle Eastern sovereign wealth funds: Saudi Arabia's PIF at 15.1%, the UAE at 12.8%, Qatar at 10.6%. Together they're putting in roughly $24 billion.

Paramount's line is that the non-U.S. stakeholders have no voting control and are purely passive. The Ellison family holds 100% of voting shares. Nobody else gets a board seat.

Ask Triple H how passive a Saudi investor stays when they're putting up that kind of money. WWE returned $400 million in PIF investment after Khashoggi, then found their way right back to two events a year in Riyadh, Crown Jewel every fall, WrestleMania 43 headed to Saudi Arabia in 2027, and legends coming out of retirement because the payday was right. Nobody issued a memo. The money made its preferences known.

Now consider that Saudi Arabia is simultaneously running the Georgia production hub playbook on a sovereign scale — a 40% cash rebate on productions, 17 operational studios already built, NEOM planning over 25 soundstages, and an explicit target of 100 international films shot in the Kingdom by end of the decade. PIF now holds 15% of a company that controls Warner Bros. Studios, which is also looking to cut $6 billion in costs. You don't need a board seat when you're offering 40% back on every dollar spent in your country and you're already sitting at the table. The economics do the asking.

The Regulatory Gauntlet

The DOJ issued subpoenas in late March to investigate how the merger might affect content licensing and production levels. European regulators are reviewing. The UK's CMA is seeking public comment. Lawmakers have called for a CFIUS national security review given the Middle Eastern investment.

The wildcard remains the state attorneys general. They're freshly emboldened after a jury found Live Nation and Ticketmaster operated as a monopoly, and a federal judge halted the already-completed Nexstar-Tegna merger — giving them a playbook to circumvent federal regulators entirely. Senator Elizabeth Warren was blunt after the vote: "The Paramount-Warner Bros. merger isn't a done deal. State attorneys general across the country are stepping up to stop this antitrust disaster."

Hollywood isn't done either. More than 4,000 actors, directors, writers, and crew members have signed an open letter opposing the merger — Pedro Pascal, Kristen Stewart, Denis Villeneuve among them. Villeneuve's third Dune film comes out through Warner Bros. in December. Make of that what you will.

Where Things Stand

Paramount is targeting a close by September 30. After that the ticking fee kicks in and the price per share keeps climbing. Paramount is on the hook for a $7 billion breakup fee if regulators ultimately kill the deal. Integration planning has quietly begun, though the two companies must still operate separately for now.

The shareholder vote was the easy part. Everything from here is harder.

Got thoughts on this mess? Find me on Mastodon at @ppb1701@ppb.social

Want the full saga from the beginning? It's all here.