We Should All Be Freaking Out About CNN

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We Should All Be Freaking Out About CNN

The Drey Dossier

Feb 25, 2026

On Monday night, Paramount submitted a new bid for Warner Bros. Discovery. Thirty-one dollars a share, all cash, with a seven-billion-dollar regulatory breakup fee. The board said today the offer “could reasonably be expected” to constitute a superior proposal, which is the legal trigger that, if formally declared, gives Netflix four business days to match, raise, or walk away. Most people expect Netflix to match. Most people expect Netflix to win.

Every outlet in Hollywood is covering this as the biggest bidding war in media history, and understandably so. Who gets the studios, who gets HBO, who gets the DC Universe and Harry Potter. These are real questions with real consequences. But while everyone argues about the future of theatrical distribution, I have been sitting in a very different corner of this story, reading corporate filings in Delaware and trying to understand what is happening to CNN.

In December, I published “The Day Larry Ellison Lost and Won,” which argued that the Ellisons didn’t force WBD into a sale process to win it. They forced it to make CNN available on an accelerated timeline. That was a theory. Since then, the full merger agreement, the proxy statement, and a $17.5 billion bridge loan have all been filed publicly. I have, regrettably, spent the last two weeks reading them.

What I found is not a singular, smoking gun. It is something more unsettling: a quiet, methodical preparation of one specific asset for a transaction that has never been disclosed.

Every source referenced in this piece is linked below. If you find this reporting valuable, consider subscribing for $5/month!

Why CNN Is the Story Inside the Story

I understand why everyone is focused on the bidding war. Whether Netflix or Paramount controls Warner Bros. affects jobs, movies, and whether films stay in theaters. That matters.

But CNN is being treated as a throwaway. The declining cable asset tossed into a spinoff bucket and forgotten. And from filings I pulled out of the Delaware Division of Corporations, filings that have never appeared in any SEC document, any court record, or any news report, I believe deals around CNN have already been set in motion before this sale process even started.

The context here is worth sitting with. Consider what has happened in the last two years. Elon Musk took over X and turned it into a political instrument. Zuckerberg folded and killed fact-checking on Facebook and Instagram. Larry Ellison was part of the consortium that acquired TikTok. His son David took control of Paramount, which owns CBS. That is the information infrastructure of the country changing hands in real time. X, Facebook, Instagram, TikTok, CBS. And now they are circling CNN.

If you live in a coastal city, CNN probably feels like a relic. But it remains one of the most powerful news brands on the planet. It plays in airports in every country, in hotel rooms from Dubai to Bangkok, in the break room of a factory in Youngstown, Ohio. It has reporters on the ground in Gaza, in Kyiv, in courtrooms and disaster zones across every continent. That is not a declining cable asset. That is the last global news infrastructure the United States has.

And here is something those of us in independent media need to be honest about: CNN sits at the top of the journalism funnel. When creators break stories, that information almost always originated with a journalist who filed a FOIA request or sat through eight hours of congressional testimony. They are the headwaters. We are downstream. If editorial decisions at the top start being made for political reasons, it affects what stories exist in the first place. You cannot build what CNN has from scratch. You can only acquire it. Or destroy it.

This is no hypothetical, either. Six days ago, CBS lawyers told The Late Show staff that a taped interview with a Democratic Senate candidate could not air, citing FCC guidance that hadn’t been formally changed. CBS is owned by Paramount Skydance. The FCC chairman who applied the pressure approved the Paramount-Skydance merger. Now imagine that same pressure applied to a global news network. That is what is at stake.

How We Got Here

In June 2025, WBD announced a plan to split in two. Studios and streaming on one side, cable networks (CNN, TNT, TBS, HGTV) on the other, housed in a new company called Discovery Global. Spinoff scheduled for April 2026. Nobody was selling anything.

Then David Ellison showed up at Zaslav’s Beverly Hills home with an unsolicited offer. Nineteen dollars a share. Rejected. Twenty-two, plus a co-CEO title, Larry on the phone. Rejected. They reportedly offered Zaslav a personal compensation package worth several hundred million dollars. He told his board it was “inappropriate to discuss,” which is a remarkable hill for the man named worst CEO of 2022, the man who canceled finished movies for tax write-offs and whose own shareholders voted sixty percent against his pay package. And yet. This is the hill he dies on.

Three bids rejected, a gala where they politely ignore each other, and then December fourth: while Zaslav is in the board meeting choosing Netflix, David Ellison texts him, “It would be the honor of a lifetime to be your partner.” No response.

Here is what genuinely confuses me. The bidding war forced WBD into a sale months ahead of schedule, which should have accelerated everything. But then Ellison kept going: hostile bid, lawsuit, proxy fight. And all of that has actually delayed the process. The Netflix deal cannot close. The spinoff is pushed to Q3. Nothing has resolved.

This is Larry Ellison. If he wanted to end this, he could raise to thirty-five and be done. He is not doing that. He is keeping this alive at exactly the temperature where nothing closes and the whole process stays in limbo. I do not have a clean answer for why. But it looks very much like someone who needs the game to keep going while something else happens in the background.

That is what sent me back to the paperwork. But first, the regulatory ground has shifted dramatically in the last two weeks, and every shift has gone in one direction.

The Regulatory Tilt

On February 12th, the DOJ fired its own antitrust chief, Gail Slater, confirmed 78-19, Trump’s own pick. Her replacement immediately opened a formal antitrust investigation into Netflix (not Paramount) with a response deadline of March 23rd, three days after the shareholder vote. Meanwhile, Paramount’s regulatory waiting period expired without challenge. Their chief legal officer, Makan Delrahim, ran the DOJ Antitrust Division during Trump’s first term.

Trump then demanded Netflix fire board member Susan Rice or “pay the consequences.” Eight Democratic senators sent David Ellison a letter asking directly: did you ever promise Trump changes to CNN in exchange for favorable treatment? Ellison has declined to testify. His written responses have “failed to address” questions about political interference. The deadline for a fuller accounting is tomorrow.

What Delaware Shows

When Discovery Global spins off, it will contain all the cable networks: CNN, TNT, TBS, HGTV, Food Network, Discovery Channel, TLC. Same bucket, same process.

So I searched the Delaware Division of Corporations for new entity filings connected to each of them.

TNT: nothing. TBS: nothing. HGTV: nothing. Food Network: nothing. Discovery Channel: nothing.

CNN: two.

Cable News Network already exists as a company called Cable News Network, Incorporated. It has been around for decades, the entity that employs the journalists, holds the broadcast rights, owns the brand. CNN Interactive Group, Incorporated houses the digital operation. Both are known, established entities that appear in SEC filings and financial documents.

What I found is different. On October 1st, 2025, three brand new LLCs were filed in Delaware: Cable News Network, LLC. CNN Interactive Group, LLC. Discovery Global Foreign Holdings, LLC. Not the Inc. versions. Entirely new entities with clean histories beginning October 1st and going back no further. No old liabilities. No legacy obligations. Brand new legal containers with CNN’s names on them, filed through the same registered agent WBD uses for its own corporate vehicles.

Filed twenty days before the company announced it was open to a sale. And out of every network heading into Discovery Global, only CNN received mirror entities. If this were routine housekeeping, you would expect to see TNT, LLC and TBS Holdings, LLC alongside them. There is nothing. Only CNN.

These entities appear in no SEC filing, no court record, no news report. The only mention of them on the internet is my own reporting.

Why the LLCs Matter

On February 18th, WBD filed an amendment to a $17.5 billion bridge loan for Discovery Global, backed by sixteen banks including JPMorgan, Goldman Sachs, and Deutsche Bank. Attached to the filing: an acknowledgment signed by Cable News Network, Incorporated, and CNN Interactive Group, Incorporated, pledging their assets as collateral. Those entities are now encumbered. Sixteen banks hold a lien on them.

But Cable News Network, LLC? CNN Interactive Group, LLC? They signed nothing. No liens. No obligations. Completely clean.

So now two versions of CNN’s corporate structure sit in Delaware. The originals are locked down by sixteen banks. The copies are free and clear. If you wanted to transfer CNN to a new owner without triggering consent requirements on a $17.5 billion loan, you would move the LLC, not the Inc. Someone built the clean version before the auction, before the bridge loan, before any of this was public. Nobody has explained why.

The Carve-Outs and the Unnamed Buyer

The Netflix merger agreement restricts what WBD can do before closing, but Article VI, Section 6.1 contains a carve-out flagged “for the avoidance of doubt” (the strongest legal signal available) excluding “the members of the SpinCo Group and the SpinCo Business.” That is CNN. WBD retains full authority to restructure those assets before the deal closes.

The proxy describes an unnamed Company B, interested only in cable networks, who signed an NDA, saw internal financials, and submitted a cable-only bid on November 7th. The board called it “not actionable at this time.” Not rejected. Not inadequate. Tabled. And when Netflix won, every other party was told to destroy confidential materials. Company B never received that notice.

On the same day Company B submitted its bid, Zaslav amended his employment contract to add a deal structure matching the Netflix agreement, five days before Netflix’s binding bid arrived.

And then there is this, buried in Monday night’s Paramount filing: a provision excluding the linear networks from the deal’s risk calculations. If you are buying the whole company, why tell the seller you do not care if CNN’s value craters? Unless you already know it will not be yours when this is over.

On December 10th, Trump said it is “imperative that CNN be sold.” Not spun off. Not restructured. Sold. A spinoff is not a sale; the same shareholders just receive shares in a new entity. Trump was describing an ownership transfer to a specific buyer, “guaranteed and certain” as part of “any deal.” You do not use those words about something you hope might happen. You use them about something you have been told is going to happen. The Senate is now investigating whether he was told.

What I Am Saying (and what I am not)

I am not telling you CNN has been sold. The bridge loan proves it hasn’t; you cannot pledge assets as collateral if they have already been transferred. The machinery is still in motion.

But everything needed to execute a sale has been built. Clean entities in Delaware, filed before the auction. A merger agreement carve-out giving WBD authority over CNN right now. An unnamed buyer who was never dismissed. A political demand from the president using the specific word “sold.” A regulatory environment shaped in one direction. And a proxy that describes the spinoff as subject to “certain deviations” on a non-public schedule nobody has asked to see.

The bidding war everyone is watching (thirty-one dollars, four days for Netflix, twenty-four days to the vote) is the show.

The question nobody is asking is the one that keeps me up at night: what has already been arranged for the one asset the president demanded change hands, in the one company where someone quietly built the legal infrastructure to make it happen, five months ago, before anyone was looking?

I do not have the final answer yet. But I know where the documents are. And now, so do you.