Alpha Dog: FCC Filing Details Connoisseur Media Merger

On May 5, RBR+TVBR first shared the news that Jeff Warshaw has secured the financing needed to move forward with his Connoisseur Media‘s acquisition of Alpha Media, with Brigade Capital Management contributing much of the cash to make the transaction happen.

Late Monday, the official stock purchase and exchange agreement requiring the FCC’s approval appeared in the LMS, detailing the structure behind the pending deal.

And, one won’t find a blockbuster cash price. Rather, the paperwork outlines how Connoisseur stepped in to succeed Alpha’s lead financier, which opted to cease providing dollars to the company today led by Bob Proffitt earlier this year.

As such, Warshaw-led Connoisseur is agreeing to refinance Alpha’s debt, which is believed to be sizable even after the company’s 2021 bankruptcy restructuring.

At the heart of the Connoisseur/Alpha deal is a broad, multi-step transaction that includes the full repayment and retirement of Alpha’s outstanding obligations, including debt carried forward from its Chapter 11 proceedings.

In early 2021, Alpha Media entered Chapter 11 with a pre-packaged plan to restructure $267 million in debt. That plan saw $72.6 million in second-lien debt converted to equity and the replacement of $90 million in first-lien debt with a $115 million financing package designed to both pay off the old loan and inject new capital into the business.

Based on court records and public disclosures, Alpha exited bankruptcy — with an estimated $115 million in debt, the exact amount of that financing package. However, the precise number may have grown in subsequent years.

The 2025 purchase agreement does not disclose a hard dollar figure for the debt Connoisseur assumed, but it confirms that multiple existing credit agreements, including those with Brigade, Citizens Bank, and ICG, were fully repaid and terminated at closing. These repayments were made using proceeds from newly arranged credit facilities under the Connoisseur umbrella.

To facilitate the transaction, Alpha’s owners reorganized into a holding entity called “Newco Seller.” That entity contributed 100% of Alpha Media’s equity to Connoisseur in exchange for a 3.75% minority equity stake, plus two warrants that allow for the purchase of an additional 10% of equity under specific valuation thresholds.

The warrants — one exercisable at a $30 million valuation for Connoisseur, the other at $70 million — suggest a blended implied equity valuation of around $34 million, presenting future upside for Alpha’s former stakeholders.

The deal is expected to close in late 2025, pending FCC approval. A Local Marketing Agreement took effect on May 5 for Alpha’s 207 stations.

The combined Connoisseur will continue to be led by CEO Jeff Warshaw and position the company among the top 10 US radio groups by revenue and station count, with 218 stations across 47 markets. Warshaw told RBR+TVBR that it was too soon to consider Proffitt’s future role.