It is 11:15pm Saturday night and I am in the SEC’s EDGAR database, which is a sentence I never thought I would type twice in one month, and yet here we are. The filing I am reading is fourteen pages long. It was posted on Thursday afternoon by Warner Bros. Discovery, six days before the company’s shareholders are scheduled to vote on a one hundred eleven billion dollar sale, and it exists because of a woman named Donna Nicosia, whom I have never met and will almost certainly never meet, and to whom I would like to say, on behalf of anyone who still believes that public disclosure is supposed to mean something, thank you.
Because on April 2, with the largest media merger in American history three weeks out from a shareholder vote, Ms. Nicosia filed a lawsuit in Delaware arguing that the 266-page proxy statement her fellow shareholders had been handed was missing information they needed in order to vote responsibly. Fifteen other shareholders, scattered across the country and with no obvious relationship to her or to each other, sent letters making the same argument. Warner Bros. Discovery’s lawyers told the court the suit had no merit. Two weeks later, the company filed a fourteen-page correction that contained most of what Donna and the fifteen had been asking for, which, I am learning, is how a public company smothers a lawsuit without ever admitting it was wrong.
The first question I had, reading all of this, was why I was the one finding it on a Saturday night. The correction was posted Thursday. It is now Sunday. I have checked Variety, Hollywood Reporter, Deadline, Puck, the entire industry press that has made this merger its full-time beat for the last eight months, and I have found exactly one Reuters wire on the filing, sitting behind a paywall where almost no one will read it. That is the entire body of coverage, which, I will be honest, sent me back to EDGAR twice to make sure I had not mis-clicked, because it seemed improbable that I was the only person on the internet reading this filing on a Saturday night.
People in the industry know the filing is there. If a 29-year-old with a Substack, a YouTube channel, and a Larry Ellison problem can pull it out of EDGAR on a weekend, the full-time reporters whose entire beat is this exact deal absolutely saw it on Thursday afternoon. So why the silence?
I have a guess, and it starts with what happened on Monday of last week.
The Week Before the Correction
On Monday, Paramount pulled every dollar of its advertising from an independent Hollywood trade publication called The Ankler. The reason, as best anyone can tell, was that The Ankler’s editor Richard Rushfield had been photographed at CinemaCon holding a bag of “Block the Merger” pins. Pins. And Paramount did not stop at the ad buy. According to reporting in The Wrap, they also instructed their own employees not to engage with The Ankler in any capacity, no interviews, no quotes, no returned calls, a total freeze on a publication that had the audacity to exist in a room where somebody was carrying pins.
That same day, a CNN producer privately told organizers of a Hollywood anti-merger open letter that CNN would not be booking Mark Ruffalo to discuss it, because, and I am quoting, “it’s a delicate subject for us at CNN given Warner Bros. Discovery is our parent company, and there are legal considerations around what we can and cannot cover or say while the merger is ongoing.”
Are you actually kidding me.
This is a company that has not even closed the deal yet, punishing an independent trade publication over a photograph of pins, while a producer at its future sister network is admitting, in writing, that the pending sale of her own parent company is something they have to tiptoe around. And it is happening before a single dollar of the twenty-four billion in Gulf sovereign cash that we are going to get to has walked in the door. This is the still-independent, still-American phase.
Then on Thursday, the fourteen-page correction drops, and it makes the deal look considerably worse than the original proxy did. The trades have just watched, in real time, what happens when you annoy Paramount. And they make a choice, because they are businesses, and businesses need ad revenue to keep the lights on. They look away.
If this deal closes on Thursday, April 23rd, that pressure does not go away. It doubles. Paramount’s ad buys and WBD’s ad buys become the same budget. CNN’s “legal considerations” become HBO’s legal considerations. This is why monopolies frighten people who have thought seriously about them. You consolidate the money, you consolidate the silence, and we are already watching the pilot episode.
Fortunately for me, I do not have any Paramount ads to lose. I do not have any ads at all. Apparently “YouTuber with a Substack who will not stop talking about an 83-year-old database billionaire” is not a hot demographic in most media plans this quarter.
So… about that correction…
Donna’s lawsuit goes straight at the two banks Warner Bros. Discovery hired to bless this deal. Banks in this position are supposed to be independent. The board hires them, they run the numbers, they issue what is called a fairness opinion, and then the board turns around and tells you, see, the experts agree, this is a fair price. That structure only works if the experts are not also being paid by the buyer’s friends.
Both banks said Paramount’s offer was fair. The board voted yes, unanimously. Then the fourteen-page correction hit, and inside were two new disclosures, one per bank, that Warner Bros. Discovery is now acknowledging, in a filing signed by its own lawyers and posted on the SEC’s public record, were missing from the original 266-page proxy. I want to be clear about that framing before we go any further. What you are about to read is not speculation, and it is not reporting pieced together from anonymous sources. It is what the company itself is now admitting, under legal pressure, that it left out. Let’s start with Evercore.
Evercore
Evercore is a boutique investment bank, smaller than Goldman or Morgan Stanley, same line of business. Warner Bros. Discovery is paying them fifty-five million dollars for their work on this deal, all of it contingent on the deal closing. If the vote fails, Evercore gets zero. That kind of structure is common in mergers and acquisitions, but it is a built-in incentive to say yes.
Here is what is not common.
The correction admits that in the two years before Evercore took this assignment, they had four other paid relationships in Paramount’s orbit that did not appear anywhere in the original proxy. Three of them are spelled out: roughly a million dollars from RedBird, the minority investor in this bid; less than a million from National Amusements, Paramount’s parent company; about twenty million from Warner Bros. Discovery itself. The fourth one is the interesting one. The filing says Evercore made between thirty-five and forty million dollars advising, and I am quoting directly, “a company in which Oracle was a significant shareholder.” Bigger than the other three combined. No company name. Just that phrase.
When a filing names three counterparties down to the dollar and then refuses to name the fourth and biggest one, which is also the most financially significant of the four by a margin, you are not looking at an oversight. You are looking, and I am trying to put this charitably, at a deliberate choice. Somebody sat down and decided that particular name was not going to appear in that particular document.
But they did leave one word in there. Oracle.
If you are new to this story, Oracle is the database and cloud giant run by Larry Ellison, the same Larry Ellison personally financing roughly forty billion dollars of this deal through his trust, backed by about 1.16 billion Oracle shares. So when you see the phrase “a company in which Oracle was a significant shareholder” appear in a disclosure about your bid’s fairness evaluator, your ears should go up. That is the buyer’s ecosystem.
And just to underline it, the value of those Oracle shares is held up in large part by Oracle’s federal contracts, which include but are not limited to Medicare and Medicaid data, VA health records, Air Force and Department of Defense intelligence clouds, TikTok’s U.S. user data, and the Stargate AI datacenter project Oracle shares with human hangnail Sam Altman. Taxpayer money flows in, the government spends it on things like war, Oracle’s stock goes up, and Oracle’s stock is what makes Ellison’s trust look like a bottomless checkbook. If you have not already watched The Merger That Needed a War on my channel, now would be a fine time.
So now we have a riddle these fourteen supplementary pages present us with. There is some company that Oracle owned a large stake in, and that Evercore made between thirty-five and forty million dollars advising on the sale of. The filing refuses to name it. How do you figure out what it is without having any insider information?
You follow the public filing breadcrumbs. Oracle, because it is a publicly traded company, has to list its major equity investments in its annual 10-K. Evercore, because it is a bank that wants new clients, brags about the deals it has advised on, on its own website, on a page bankers call a tombstone list. The mystery company has to appear on both. You cross-reference.
So that is what I did on Saturday night. I pulled Oracle’s 10-K. I pulled Evercore’s tombstone list. There was exactly one match that fit the description.
Ampere Computing.
Ampere makes the chips that sit inside Oracle’s cloud servers. When the Pentagon or TikTok or a hospital pays Oracle to run a workload, that workload is running on Ampere’s processors. Oracle owned 29 percent of Ampere, and in its own filings described Ampere as a related party, which is lawyerese for “we are not at arm’s length here.”
In March 2025, SoftBank agreed to buy Ampere for $6.5 billion. Oracle walked away with around $4.3 billion in cash and a $2.7 billion gain on the sale. A genuinely enormous payday. And Evercore, right there on its tombstone list, was the advisor on the transaction.
So in plain English, and this is the sentence where I had to get up and walk around my kitchen for a minute: the bank telling Warner Bros. Discovery shareholders that Larry Ellison’s bid was fair had just spent the previous year helping Larry Ellison’s own chip company cash out for $4.3 billion. That relationship was not in the original 266-page proxy. Not in a footnote, not in an appendix, not anywhere. And Warner Bros. Discovery is now admitting, because Donna’s lawsuit forced them to, that the information existed, that they had it in hand before the original proxy went out, and that they did not share it. Even in the correction, the word “Ampere” appears nowhere. I had to cross-reference Oracle’s own 10-K against Evercore’s own bragging to get the name.
If what this is starting to sound like to you is less like independent advice and more like the buyer’s banker grading the buyer’s own homework, yes. Welcome to the club.
Allen & Company
That is one bank. Now for the second.
Allen & Company is the low-profile, high-power boutique that has been doing American media deals for half a century. They host the Sun Valley conference every summer, which is the photo set you see every July of billionaires in fleece vests getting out of helicopters. Bob Iger, Jeff Bezos, Tim Cook, Rupert Murdoch. They all go. Allen runs it.
Warner Bros. Discovery’s board hired Allen as the second advisor on this deal. Here is what the fourteen-page correction now admits about them, and I am going to quote the whole sentence, because the language is important, and because this sentence did not appear, in any form, in the 266-page proxy shareholders have been reading for the last several weeks:
“In October 2025, Allen & Company received 167,743 shares of PSKY Class B Common Stock and cash proceeds in connection with the acquisition by PSKY of a company in which Allen & Company held a passive minority investment, which shares… were issued subject to a 180-day lockup.”
In plain English: in October 2025, Paramount bought a company. Allen & Company owned a piece of that company. Paramount paid Allen partly in cash and partly in 167,743 shares of Paramount stock, and Allen is not allowed to sell those shares for six months.
And once again, the filing refuses to name the company.
So the same approach as before. Paramount is a public company. Its material acquisitions have to show up in its SEC filings. I pulled Paramount’s 2025 annual report. There is exactly one Q4 deal that matches the fingerprint in the correction: cash plus stock, October 2025, minority investor cash-out. That filing does not name the company either.
But the press, lucky for the rest of us, used to just say things.
On October 6, 2025, Paramount published a press release announcing it was acquiring The Free Press, Bari Weiss’s media company, in a mix of cash and Paramount stock. Variety followed up the same afternoon and noted, correctly, that one of The Free Press’s backers was Allen & Company.
The unnamed company in the correction is The Free Press. Which, when the match clicked, I actually wrote down on a piece of paper and stared at for a minute, because if you have been paying attention to the American press in 2025, you already know why that name lands the way it does.
The Free Press
A little context, because The Free Press is not nothing. Bari Weiss is a journalist who resigned publicly from the New York Times in 2020 with a widely circulated letter criticizing the paper’s editorial culture. She built The Free Press on the pitch that legacy media was suppressing speech, and that she was going to fix it. A lot of people believed her. Many of them on the right. They subscribed, paid for it, defended it in their group chats. The Free Press grew into one of the largest independent outlets in the country on that pitch.
Then Paramount bought it for $150 million. Bari Weiss is now the editor in chief of CBS News. The free speech newsletter now lives inside a conglomerate that, one week ago, pulled an entire ad buy from a trade publication over a bag of “Block the Merger” pins, and told its own employees not to talk to that publication’s reporters.
I will let you decide what to call that.
If Paramount had wanted a conservative-leaning voice to balance CBS News, they could have launched one internally for a fraction of $150 million. What the acquisition of The Free Press actually produced was a transaction. A transaction in which Paramount stock ended up in the hands of Allen & Company, one of the most influential banks in American media. Weeks later, Paramount went hostile for Warner Bros. Discovery. And Warner Bros. Discovery’s board hired Allen & Company to evaluate the bid.
I am not saying that Paramount bought The Free Press specifically in order to get Allen & Company onto their side in the Warner Bros. Discovery deal. I cannot prove that, and nobody will be able to prove it without documents that none of us have. But I will ask the question out loud. If you were trying to make sure that the bank evaluating a hostile bid on your behalf had a financial reason to want your bid to succeed, what would that look like? Because what it would look like is this.
Now the timing. The Paramount shares that Allen received were locked up for 180 days. Six months. October 2025 plus six months lands you in April 2026, which is the same month as the Warner Bros. Discovery shareholder vote. Between those dates, Allen is working as Warner Bros. Discovery’s advisor, telling the board whether Paramount’s bid is fair. Allen says yes.
During that entire window, Allen is sitting on Paramount stock that they cannot sell, and that will be worth more if Paramount succeeds in swallowing Warner Bros. Discovery than it will be if the deal collapses. Which, if you had to read that sentence twice to be sure you had it right, welcome to my Saturday.
Paramount disclosed that lockup at the time of the Free Press acquisition. It was not a secret. By the time Warner Bros. Discovery’s board hired Allen, the board could have read, in black and white, that their chosen fairness evaluator was holding Paramount shares on a six-month clock that ran out the same month as the vote they were being asked to bless. They hired them anyway.
And to be very clear about what we are looking at: none of this, not Ampere, not The Free Press, not the lockup, appears anywhere in the original 266-page proxy that shareholders have been reading for weeks. Warner Bros. Discovery is now acknowledging, under legal pressure from a single retail shareholder on Staten Island, that all three of these relationships existed, that all three of them were known to the company and its advisors before the original proxy went out, and that none of them were shared with the shareholders being asked to vote. The magnitude of what the correction was forced to add, six days before the largest media merger in American history, is the story.
Why You Should Care Even If You Don’t Own a Single Share
If you are reading this and thinking, fine, but I do not own a single share of Warner Bros. Discovery, so why does any of this matter to me, I hear you. And this time it really does matter, because there is a third thing in the SEC filings I read this weekend, and it has your name on it.
There is a staggering amount of foreign government money in this deal. Not foreign private investors. Actual foreign governments.
Remember, the number Paramount has committed to paying is one hundred eleven billion dollars, and that number is absurd. Warner Bros. Discovery is not worth one hundred eleven billion dollars, and Paramount is actually partially responsible for the fact that the stock price is as bloated as it is, because Paramount is the one that drove the bidding war that got it there. They sealed their own fate on the price. They have paid David Zaslav a roughly 887 million dollar golden parachute, much of it in cash, as a reward for running the company into the ground. They reportedly told Netflix, who lost the bidding war, that they would be paid out for their trouble. They have been throwing cash at everything that moves.
Meanwhile, Larry Ellison, the man supposedly financing this deal through his trust, has been cash-strapped from his AI infrastructure spending binge since September of last year.
Which makes you wonder, or at least it made me wonder, sitting here with the April 7 8-K open in one window and the original proxy open in another. Did the deal need the price tag to be this high because they needed a justification for the volume of foreign money they were going to have to bring in? Did they engineer the price to be that absurd on purpose?
Because where else are you going to find that kind of liquid cash on that kind of timeline, if not Saudi Arabia, the United Arab Emirates, and Qatar?
So what we have is the prospect of a foreign government, operating under a constitution that is not ours and legal traditions that are not ours, having a potential hand in which American political voices get more airtime than others. The cartoons your kids watch on a Saturday morning. The HGTV show in the background while you make dinner. The CNN chyron running on election night. All of it, under the Ellison family’s control, backed by foreign government money, running on the Oracle cloud that is already propped up by taxpayer dollars.
Now for full transparency: Paramount has said on the record that these governments are going to be passive investors. No board seats. No formal vote on content. That is how they say they are structuring it. And at this point in this essay, I am not exactly prepared to take these people at their word for anything.
Twenty-four billion dollars does not sit passively. Money at that scale has gravity. Anyone telling you otherwise is either lying or selling something.
These are also not casual investors. Saudi Arabia ordered the dismemberment of a Washington Post journalist inside one of their own consulates in 2018. The UAE runs one of the most sophisticated surveillance states on earth. Qatar, which we should spend a minute on, has repeatedly hosted Hamas’s political leadership. These are governments whose domestic media strategy is, straightforwardly, that dissent is a crime.
And really quick, can we circle back to Qatar?
For two full years, the American government has told us that Hamas is one of the worst threats to global security. That position has justified our unwavering military and diplomatic support for Israel’s war in Gaza. A war that has killed tens of thousands of civilians, flattened entire neighborhoods, and triggered what humanitarian organizations around the world have described as a genocide.
That is the official line. Hamas is so dangerous that it justifies a war on this scale.
And yet Qatar, a country whose government openly hosts Hamas’s political leadership, is about to be a stakeholder in the company that owns CNN and CBS News, to the tune of a share of that twenty-four billion dollars. Nobody in Washington is calling that a national security threat. Nobody is scheduling Senate hearings. Not a single administration official has said a word.
Qatar, incidentally, also hosts a long list of American comedians who fly in, collect the check, and fly home without asking too many questions. Shoutout to them too.
Somehow, the same country that is too dangerous when it comes to Gaza is apparently fine when it comes to owning a piece of the American press. And I have been turning that contradiction over in my head all weekend, and it does not get smaller the longer you sit with it. Pick one.
And they are about to have twenty-four billion reasons to care about what airs on your television.
Underneath all of this is Oracle. The cloud the combined company will run on. The infrastructure that will hold the data. The company whose stock, through Larry Ellison’s trust, is collateralizing the entire deal.
That is how this is being sold to the SEC, to shareholders, and to the public.
And if this is what oversight looks like, or the lack of it, imagine what the next deal looks like. A deal Donna cannot sue on because the disclosure requirements are looser. A deal I cannot warn you about because the independent media platforms that used to catch these things have been bought and the trade publications have been disciplined into silence. A deal where everybody who might have spoken up has watched what happened to the ones who did, and has made the rational career choice not to. The algorithms decide what you see. The algorithms run on Oracle’s cloud. Oracle’s cloud is full of your data and mine, funded by governments that are not our own.
That is the future this deal builds toward.
Thursday
Thursday’s meeting, on April 23rd, 2026, is really two votes. One is on the merger itself. The other is an advisory vote on whether shareholders approve David Zaslav’s $887 million golden parachute for closing it. That second vote does not bind the board. The board can ignore it. But it goes on the record.
I am not here to tell you to vote yes or vote no. I do not get a ballot. You do. It is your stock, your money, your threshold.
What I am here to say is that the people asking you for a yes do not have a track record of telling you the whole truth up front, and the CEO asking you to trust that process walks away with close to a billion dollars whether you trust him or not. And the more I sit with that sentence, the less any part of it reads like a coincidence.
So before you check the box on that $887 million package, and on the merger itself, ask yourself whether thirty-one dollars a share is really enough to sign off on all of this.
And if you are not a shareholder, ask yourself something smaller and harder. Who is the Donna Nicosia of the next deal? Because the next deal is coming, and it is going to be bigger, and it is going to have less daylight, and somebody is going to have to be the one who reads the document nobody else will read.
Donna did the reading on this one, now it’s our job to amplify what she found.
Sources Cited
Warner Bros. Discovery Definitive Merger Proxy (DEFM14A) — March 26, 2026
https://www.sec.gov/Archives/edgar/data/1437107/000119312526125075/d115093ddefm14a.htmDonna Nicosia v. Samuel Di Piazza Jr. et al. Shareholder Complaint Summary — April 15, 2026
https://www.sahmcapital.com/news/content/warner-bros-discovery-says-on-april-2-donna-nicosia-v-samuel-di-piazza-jr-et-al-complaiSoftBank to Acquire Ampere Computing (Oracle Stake Exit) — November 2, 2025
https://amperecomputing.com/press/softbank-group-to-acquire-ampere-computingParamount to Acquire The Free Press (Bari Weiss/CBS News) — October 6, 2025
https://www.paramount.com/press/paramount-announces-deal-to-acquire-the-free-pressParamount Pulls Ads From The Ankler Over “Block the Merger” Pins — April 14, 2026
https://www.thewrap.com/media-platforms/journalism/paramount-pulls-ads-the-ankler-richard-rushfield-block-the-merger/CNN Won’t Book Mark Ruffalo Over Merger “Legal Considerations” — April 14, 2026
https://www.dailykos.com/stories/2026/4/15/800019993/news/cnn-mark-ruffalo-warner-skydance-interview/Gulf States Invest $24 Billion in Paramount’s Warner Bros. Deal — April 7, 2026
https://www.nytimes.com/2026/04/07/business/gulf-invest-paramount-warner-bros.htmlLarry Ellison’s $40.4 Billion Personal Guarantee (Oracle Shares) — December 22, 2025
https://www.reuters.com/business/media-telecom/larry-ellison-gives-404-billion-guarantee-paramount-bid-warner-bros-2025-12-22/Oracle Wins CMS Cloud Contract for Medicare/Medicaid Data — February 13, 2026
https://finance.yahoo.com/news/oracle-wins-cms-cloud-contract-153106727.htmlWhy Qatar Hosts Hamas’s Political Office — September 8, 2025
https://www.aljazeera.com/news/2025/9/9/why-does-qatar-host-hamass-political-officeBari Weiss Resignation Letter From The New York Times — July 14, 2020
https://www.nytimes.com/2020/07/14/business/media/bari-weiss-resignation-new-york-times.htmlDavid Zaslav’s $887 Million Golden Parachute — April 7, 2026
https://fortune.com/2026/04/08/warner-bros-discovery-david-zaslav-887-million-golden-parachute-iss/
