Business
Paramount wants FCC to approve increased foreign ownership in Warner Bros. Discovery deal
Paramount Skydance has asked the Federal Communications Commission for permission to exceed foreign ownership rules for U.S. media companies to pave the way for its takeover of Warner Bros. Discovery.
David Ellison’s media company is expecting to receive $24 billion from three Middle Eastern royal families, who would become part owners of the combined Paramount-Warner Bros. Discovery. Paramount on Monday asked the FCC for authorization to include the royal families and other foreign investors to help finance the company’s proposed $81-billion transaction.
U.S. law restricts foreign investors from owning more than 25% of a company that holds an FCC broadcast license — unless the commission determines that such an ownership structure would “serve the public interest.”
The FCC disclosed that Paramount had asked for such a “public interest” ruling to allow the merged entity to exceed the 25% foreign ownership cap.
The FCC, which did not indicate whether it will go along with Paramount’s request, initiated a review.
Paramount, in a statement, described the move as a “customary petition,” one that was required because of “the recent equity syndication.”
The Larry Ellison family will retain control of the company through its voting interests, the company said.
“When the transaction and equity syndication close, the Ellison family and RedBird [Capital Partners] will collectively hold the largest equity stake in the combined company and continue to be the sole owners of Class A Common Stock, representing 100% of the voting shares,” Paramount said.
The Ellisons must come up with $47.2 billion in equity and more than $60 billion in debt financing to pull off the deal, which is valued at $111 billion, including Warner Bros. Discovery’s existing debt.
The $24 billion expected from the sovereign wealth funds — representing the royal families of Saudi Arabia, Abu Dhabi and Qatar — would together represent about 49% of the equity in the new company. As part of the investor group, Saudi Arabia’s Public Investment Fund has agreed to contribute $10 billion, according to regulatory filings.
The FCC is involved because of Paramount’s ownership of CBS and 28 television station licenses granted by the FCC. That gives FCC Chairman Brendan Carr influence over the ownership structure of the combined company.
Paramount, as it is currently constituted, has foreign investors — although not enough to approach the ownership cap. Some of those investors are expected to roll over to the larger Paramount-Warner Bros. when that merger is complete.
Several Democrats in Congress, including Sens. Cory Booker (D-N.J.) and Elizabeth Warren (D-Mass.), have expressed alarm about the prospect of allowing foreign entities to hold such an enormous stake in a major U.S. media company, particularly one with two prominent news outlets: CBS News and CNN. The two senators previously cited national national security concerns.
Paramount has long maintained the foreign ownership issue was largely resolved because the Middle Eastern families would not have voting representatives on the company’s board.
However, the FCC on Monday noted that, under its rules to calculate foreign ownership levels, the agency considers “a voting interest equal to [an entity’s] equity interest for purposes of seeking specific approval.”
The FCC has allowed other media companies to have significant foreign investment. Years ago, the FCC agreed to allow Mexico City-based Grupo Televisa to own much of Univision, the U.S.-based Spanish-language company. More recently, struggling radio giant iHeartMedia Inc. gained FCC approval for foreign owners to buy up to 100% of the company’s stock.
To get the Warner Bros. Discovery deal over the finish line, billionaire Larry Ellison agreed to guarantee the entire $47.2 billion in equity needed. Warner Bros. Discovery board members had demanded that Ellison — one of the world’s richest men — backstop the deal’s financial structure due to initial concerns about it.
Despite the commitment, the Ellisons want the flexibility to include the Middle Eastern royal families and additional foreign investors.
Paramount wants “greater access to capital, including from foreign sources,” the FCC said in its notice.
The proposed Paramount-Warner Bros. would carry $79 billion in debt, making it one of the largest leveraged buyouts ever.
The Justice Department is separately reviewing whether the merger violates U.S. antitrust laws. State attorneys general, including California Atty. Gen. Rob Bonta, also are scrutinizing the transaction.
More than 4,000 filmmakers, actors and industry workers, including Ben Stiller, Jane Fonda, J.J. Abrams and Damon Lindelof, have signed an open letter calling for regulators to block the deal, saying it “would reduce the number of major U.S. film studios to just four.”
The Ellison family, which holds close ties to President Trump, has expressed confidence that the deal will be approved. Paramount also must garner the consent of regulators in markets where it conducts business, including Europe.
Paramount has said it expects to gather all of the regulatory approvals by this summer.
Business
Orange County real estate investor pleads not guilty in $100 million bank fraud case
An Orange County real estate investor accused of criminally defrauding an Arizona bank of nearly $100 million pleaded not guilty Monday and remains in custody.
Mahender Makhijani, 44, of Corona del Mar — who also was ordered by an arbitrator to pay $1.34 billion in a separate civil fraud case — was arraigned in Santa Ana federal court on two charges.
He is accused of bank fraud and making a false statement to a bank in a June 8 case involving a $100 million real estate loan made by Phoenix-based Western Alliance Bank. He was taken into custody on June 10.
Makhijani is accused of providing bogus collateral for the October 2024 loan now in default. In a civil lawsuit, Western Alliance said the outstanding balance as nearly $99 million.
Prosecutors say he falsified title insurance policies that showed the bank would have a first lien on the underlying collateral if the loan went bad, when in fact it did not.
A trial was set for August 11 before U.S. District Judge David O. Carter in Santa Ana.
Michael Schachter, his criminal defense attorney, did not respond to messages seeking comment.
In the civil case, an arbitrator in May ordered Makhijani to pay Laguna Beach real estate mogul Mohammad Honarkar $1.34 billion after ruling he had fraudulently induced him into a 2021 joint venture — and then wrested control and lost to creditors more than two dozen properties Honarkar had owned.
Makhijani has not been criminally charged in that case, but prosecutors alleged in an affidavit in support of the bank fraud charges that he used “force and threats” in his dealings with Honarkar and others — including taking over the landmark Hotel Laguna in 2023 that Honarkar was renovating.
Prosecutors sought to hold Makhijani without bail after his arrest.
The affidavit noted he is a legal Indian immigrant with a home and bank accounts in that country, has access to private jets and threatened to “run away” if caught in a difficult situation.
The request was denied and he was granted $500,000 bail.
However, Makhijani remains in custody after a hearing sought by prosecutors last month before Magistrate Judge Autumn Spaeth.
The judge declined to accept a $450,000 cashier’s check submitted by a Makhijani associate for the bail, finding insufficient proof the source of the funds was legitimate, according to court records.
Makhijani is not prominent outside Orange County real estate circles, but he established a thriving distressed-assets business over the last decade that attracted prominent Southern California real estate investors.
Prosecutors said it paid for a lifestyle that included two multimillion-dollar homes in Corona del Mar, a luxury apartment in Newport Beach and various luxury vehicles.
As of last month, prosecutors had not fully traced his assets, which they believe are not held in his name and some of which may be in India.
The businessman employed an array of shell companies and strawmen to sign documents on his behalf, and to stand in for him as operators of his companies, according to the affidavit.
Makhijani told an associate he took extra precautions because wanted to insulate himself from litigation and that “they were sharks in the distressed world who took advantage of people,” the affidavit stated.
Business
Many indie festival films struggle to get distribution. Alamo Drafthouse is trying to change that
Dine-in movie theater chain Alamo Drafthouse Cinema is launching a new initiative to show unreleased independent films that had successful festival runs, a move that comes as specialty films have struggled to gain distribution.
The Alamo Exclusives program, announced Wednesday, will give limited theatrical runs to films that showed at festivals including Sundance, the Toronto International Film Festival, Tribeca Festival and South by Southwest festival, as well as Alamo’s own Fantastic Fest.
The idea is to help showcase films that received critical acclaim, but did not secure distribution or acquisition deals. The chain will not acquire these films, but instead will enter into agreements with filmmakers to exhibit their films on Alamo Drafthouse screens. By showing these films to audiences on the big screen, these films could get the momentum they need for further opportunities.
The program’s first film will be the documentary “Butthole Surfers: The Hole Truth and Nothing Butt,” which debuted last year at South by Southwest and chronicles the history of the punk rock band.
The film will be shown in Alamo Drafthouse theaters for a limited time later this summer.
The Austin-based chain, which is owned by Sony Pictures, has a long history of curating indie films for its audiences, giving Alamo Drafthouse confidence that its viewers want to see these kinds of movies, company chief executive Michael Kustermann said in a statement.
“Time and again, they’ve shown they’ll come out to support bold, original films when given the opportunity,” he said. The new Alamo Exclusives “gives us another way to champion filmmaker-driven films that deserve to be discovered and connect them with the wider Alamo Drafthouse audience.”
The initiative comes at a difficult time for indie films. Since the pandemic upended the movie business, traditional studios and distributors have had less appetite for risk, including betting on smaller indie films out of festivals.
And as the 2023 dual writers’ and actors’ strikes thinned out theatrical lineups, that aversion to uncertainty became a push for reliable and profitable hits.
“Too many incredible films premiere at festivals and then never receive the theatrical life they deserve,” Lisa Dreyer, director of Fantastic Fest and film innovation at Alamo, said in a statement. “We are actively searching for films across all genres, from horror to comedy, to everything in-between, to champion in this new, exciting way.”
Business
FDA escalates recall of Utz brand potato chips before July Fourth holiday
The recall of a popular chip brand over salmonella concerns was recently upgraded to the U.S. Food and Drug Administration’s highest level, just ahead of the Fourth of July holiday and countless backyard barbecues.
On June 24, the FDA designated the recall of several varieties of Zapp’s and Dirty brand potato chips as Class I, meaning it’s “a situation in which there is a reasonable probability that the use of or exposure to a violative product will cause serious adverse health consequences or death.”
FDA has classified the following items as Class I:
Zapp’s
- 1.5-ounce Zapp’s Bayou Blackened Ranch Kettle Chips
- 2.5- and 8-ounce Zapp’s Bayou Blackened Ranch Potato Chips
- 1.5- and 8-ounce Zapp’s Big Cheezy Potato Chips
Dirty
- 1.5- and 2-ounce Dirty Brand Salt and Vinegar Potato Chips
- 2-ounce Dirty Maui Onion Chips
- 2-ounce Dirty Sour Cream and Onion Potato Chips
The chips are produced by Utz Quality Foods, LLC, which on April 28 issued a recall after learning “that a seasoning containing dry milk powder, sourced from California Dairies, Inc. and supplied by a third-party supplier, may contain the presence of Salmonella.”
Salmonella can lead to sometimes deadly infections in elderly people, young children and those with weakened immune systems, according to the FDA.
More than 680,000 bags are included in the recall.
Anyone who has these products should not eat them and should discard them immediately.
What to look for
Salmonella is a foodborne illness that can be fatal to young children, pregnant women, older adults and people with weakened immune systems, according to the National Institutes of Health.
Symptoms may develop 12 to 72 hours after infection, according to the FDA.
The FDA said that people with strong immune systems infected with salmonella may experience fever, diarrhea (which may be bloody), nausea, vomiting and abdominal pain. The illness can last four to seven days.
In rare cases, the infection may produce more severe illnesses such as arterial infections, endocarditis and arthritis, the agency added.
What to do if infected
If you contract salmonella, the Centers for Disease Control and Prevention recommends drinking plenty of fluids to prevent dehydration.
The CDC advises consulting a doctor before taking antidiarrheal medicine or antibiotics. If severe symptoms continue after two days, seek medical help, the agency says.
Because those with diarrhea can spread salmonella to others, it’s also recommended to avoid sharing food or preparing meals for others, sexual contact and swimming in public pools, and to stay home while sick.
Times staff writer Jasmine Mendez contributed to this report.
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