Connoisseur Media has agreed to acquire Alpha Media.

Update 5/19: The deal is structured for Connoisseur to acquire Alpha Media for the assumption of its debt and shares in the newly combined company.

A new subsidiary of Connoisseur Media will be created to hold the company’s existing licenses. CM Holdco will then be merged with AM Holdco with Connoisseur’s shareholders holding 71% equity of the new company and Alpha shareholders the remaining 29% although the Connoisseur management will have 100% voting control. At closing, CM Holdco will enter into loan agreements with Brigade Capital to pay off all of Alpha’s existing debt. Alpha shareholders will also have two warrants to purchase up to 5% shares each of Connoisseur over the next four years at $70 million and $30 million respectively.

Connoisseur is seeking a waiver to the ownership caps to retain 107.9 KTLH Hallsville TX, which went silent earlier this month as part of the deal. KTLH previously simulcast Regional Mexican “La Invasora” 96.7 KOYE Frankston/Tyler. Should the waiver not be granted, a concurrent application was filed to transfer the station to the Elliot Evers led Rose Capital City Trust. Evers will receive an initial fee of $10,000, a monthly fee of $2500 per month to manage the station and reimbursement for any out of pocket fees and expenses up to the cap of the upfront $10,000. If the station is sold to a third party, he will receive a commission of the greater of $25,000 or 5% of the purchase price.

Connoisseur began managing the programming and sales operations of Alpha’s stations via LMA on May 5 with the exception of the aforementioned KTLH.

Original Report 5/5: Connoisseur CEO Jeff Warshaw said, “We are thrilled to welcome Alpha Media into the Connoisseur family. In getting to know the Alpha team, it has become clear that we share many of the same values — a passion for serving our local communities, a deep commitment to our clients, supporting our colleagues and fostering a culture of integrity, creativity and achievement. This transaction underscores our commitment to the irreplaceable role local broadcasters play in providing news, information and entertainment that truly resonates. Together, we will build an industry-leading platform of broadcast and digital. I could not be more excited to get started.”

The company states that the deal will position Connoisseur among the top ten radio groups in the country by both station count and revenue. Terms were not yet disclosed, although it will include an LMA allowing Connoisseur to begin coordinated operations. Guggenheim Securities is serving as exclusive financial advisor to Alpha, with legal counsel provided by Wiley Rein. Connoisseur is being advised by McDermott, Will & Emery and Wilkinson Barker Knauer, with transaction financing from Brigade Capital Management.

Connoisseur says it will blend Alpha’s “live and local” radio philosophy with Connoisseur’s emphasis on community engagement. The merged company will also expand its digital services by integrating Alpha Digital with Connoisseur’s Ferocious Digital division, aiming to deliver advanced, integrated marketing services to advertisers and audiences.

The combined company will own 218 station in 47 markets. RadioInsight exclusively reported on the expected purchase back in March. At the time we noted that Alpha Media’s investors had been seeking to exit their investment for quite some time.

Connoisseur currently operates eleven stations in Connecticut and Long Island following last summer’s sale of its two stations in Frederick MD. The company significantly downsized in 2018 and 2019 through a number of sales and swaps as it departed markets including Allentown PA, Billings MT, Erie PA, Hartford CT, Stroudsburg PA, and Trenton NJ.

Warshaw led a group in April 2022 that attempted to acquire Cumulus Media for $1.2 billion that would have taken the company private for between $15 and $17 per share, but was quickly dismissed with CEO Mary Berner stating that the Cumulus Board of Directors unanimously concluded that the indication of interest significantly undervalued the company.