Fresh accounts of phone calls, in-person meetings, and text exchanges between Connoisseur Media CEO Jeff Warshaw, Soros Fund Management, and SFM Head of Media Investments Michael Del Nin form the basis of Warshaw’s amended lawsuit, which alleges a breached agreement between him and Del Nin to lead Audacy.
Warshaw’s amended filing deepens allegations made in the original complaint, where he says that in fall 2023, Del Nin allegedly verbally agreed that if Warshaw brought the Audacy deal to SFM and advised on its execution, Warshaw would either be appointed CEO of Audacy or receive 5% of SFM’s profits from the transaction.
Warshaw alleges he then spent more than a year providing unpaid advisory work from his Westport, CT, office, guiding deal structure, FCC compliance, and operational planning. He says he connected SFM to HG Vora, helping secure control of more than $400 million of Audacy’s debt.
The amended complaint details frequent communication during this period. Warshaw says he and Del Nin exchanged 18 phone calls between August and September 2023, 14 initiated by Del Nin, followed by 107 calls from October 2023 to October 2024, totaling more than 15 hours. Warshaw claims Del Nin reaffirmed his intent to make him CEO during at least one of these conversations. Between April and September 2024, the two also held more than 20 calls, most initiated by Del Nin, to discuss the deal in depth.
The suit also cites text messages in which Del Nin used phrases like “Defcon 1” to signal urgency.
Warshaw says an April 2024 dinner meeting ended with Del Nin again assuring him he would be appointed CEO once Audacy exited bankruptcy. But in August 2024, Del Nin declined a request to meet in person. The following month, Audacy emerged from Chapter 11 with then-CEO David Field still in place. Warshaw says that when he sought clarification, Del Nin called the next day to declare no agreement had ever existed, and he has not heard from him since October 2024.
In a sworn affidavit, Del Nin said all meetings with Warshaw occurred in Manhattan and the call in which the alleged verbal deal was made originated from his SFM office. He disputes ever making such a promise, calling the alleged agreement “implausible” and noting SFM’s prior interest in radio investments. He acknowledged Warshaw’s due diligence help on a potential 2023 Cox Radio deal but denied any merger plans, CEO offer, or profit-sharing arrangement.
The amended complaint accuses SFM and Del Nin of breach of contract, promissory estoppel, and fraudulent misrepresentation. Warshaw claims Del Nin knowingly misrepresented SFM’s intentions, leading him to forgo other investors and opportunities.
SFM and Del Nin, who has petitioned to be dismissed from the suit, are expected to respond to the amended filing in the coming weeks.
