Tag: merge

The Jeffrey Warshaw vs Soros Fund Management case has brought up questions about how SFM became majority owner of Audacy. Connoisseur Media owner Jeffrey Warshaw is suing SFM for breach of contract, unfair trade practices and more in alleging that he had a deal with the company’s Michael Del Nin in 2022 and began working together “to try acquiring Cox Radio, with Del Nin agreeing that Warshaw would manage the business as CEO upon successful acquisition.” Warshaw also says he steered SFM and Del Nin to the deal that made SFM a majority stake holder of the new Audacy in early 2024 and alleges he was promised he’d be the next CEO of Audacy or that he would get 5% of SFM’s profits from the Audacy acquisition.

Now, in recent court filings, Warshaw claims that by mid-2023 he had identified HG Vora as the key holder of Audacy’s distressed debt and, through industry contacts, came to believe that HG Vora was already aligned with Cumulus Media to merge the two companies. But the filings stop short of proving that such a deal ever existed in a formal sense.

Warshaw relies on what he “deduced” from conversations in the market – not on a signed agreement, binding term sheet, or documented commitment between HG Vora and Cumulus. SFM’s response goes directly at that point saying it had been evaluating a potential investment in Audacy for more than a year before Warshaw’s involvement, positioning its eventual acquisition not as a hijacked opportunity, but as the result of an independent strategy already in motion.

Now we wait to see if Warshaw can prove a Cumulus-backed pathway was real or if SFM can demonstrate that it was already tracking Audacy. Whether the Cumulus-Audacy deal was a genuine near-transaction or simply informed speculation appears to hinge on what documents and/or third-party witnesses reveal.