Cover
1 / 35
On Air · Acquisition Opportunity
The Cumulus Acquisition

The last
cheap audience
on earth.

The Prize
America's #2 broadcaster.
394 stations. ~40M weekly O&O listeners.
245M via Westwood One network.
The Price
$150M post-emergence.
A $740M revenue platform.
The Play
Build the audio
entertainment brand of the future.
It's not radio. It's Super Hi-Fi.
Executive Summary
2 / 35
The opportunity, in one page

Acquire Cumulus. Deploy the platform.
Build the audio entertainment brand of the future.

America's #2 broadcaster filed Chapter 11. Post-emergence, 394 stations across 84 markets and the Westwood One network (9,500 affiliates, 245M monthly listeners) can be acquired for $150M.
We deploy Super Hi-Fi's AI broadcast platform to replace a fragmented 84-market operating model with a hub-and-spoke architecture. Four waves, in order:
01 ·
Scale the platform. Centralize 400 broadcast operations into a single national cloud hub.
02 ·
Scale the operations. Reduce headcount 75%+; take margin from 4% to 36%, the EMF-proven benchmark.
03 ·
Scale the product. Six targeted formats under one brand, cloud-localized, tastemaker-led.
04 ·
Scale the brand. Retire mom-and-pop local call signs. One name. Then move it to digital.
EMF / K-LOVE is proof. We power their international expansion and new brands with this exact architecture, 36% operating margin on ~10% of commercial per-station revenue. Now rolling the same playbook out to 40+ Connoisseur FM stations with Jeff Warshaw (CEO) full involvement & support and early margin + quality lift visible. Apply it to mass commercial radio at #2-broadcaster scale.
The Numbers
$150M
Acquisition cost post-emergence
$740M
Annual revenue platform acquired · $32M EBITDA today
$32→$207M
EBITDA Yr 0 → Yr 5 · EMF-anchored 36% margin, −5% rev
4.0×
Base-case MOIC · 31% gross IRR · EMF-anchored economics
The one thing
Super Hi-Fi is the only player with a vision for what Cumulus becomes next. The tech is how we get there. The brand is what we're building.
Total capital: $300M · $200M equity + $100M debt. $150M acquisition · $80M transformation · $40M working capital · $28M fees + reserve · $2M platform retrofit. Self-funding from Year 2.
Source · Cumulus Media 10-K · Nielsen / Edison · internal modeling
It's not radio. It's Super Hi-Fi.
Credibility
3 / 35
Why Super Hi-Fi, the unfair advantage

We already run the world's largest digital radio experiences.
Now we bring that mindset to an analog industry.

Super Hi-Fi is the backend behind
Apple Music Radio
Powering programmed radio experiences on the world's most valuable audio service.
Sonos Radio
Programming, production and cloud broadcast across Sonos' global music surface.
iHeart Digital
AI-driven production inside America's largest broadcast radio operator.
Peloton
The curated music engine behind Peloton's class and lifestyle experiences.
EMF · K-LOVE
The international expansion partner for America's largest hub-and-spoke radio operator.
Connoisseur Media
40+ FM stations and growing, now re-platformed on Super Hi-Fi. Live commercial proof.
The mindset shift
Station as a business
→
Station as a network endpoint
DJ as irreplaceable local voice
→
Talent as a national brand
Ratings as the product
→
Audience as the asset
Ad spots as the only revenue
→
Audience × many revenue streams
Quarterly cost cuts
→
Compound product investment
In one line
Super Hi-Fi has already built modern radio platforms for companies like Apple and Sonos, and is now bringing that DNA to the ground game of broadcast radio.
The technology is not theoretical, it is already production infrastructure for the audio industry
It's not radio. It's Super Hi-Fi.
§ 01 The Thesis
4 / 35
Chapter One
1
of Five

The Thesis.

Audience is the scarcest asset of the AI era. Broadcast radio is the largest pool of it left, and the most mispriced. We buy it cheap, fix it, and build the audio brand of the future on top.
Inside this chapter
  1. The thesis in one sentence
  2. What is actually broken, and therefore fixable
  3. How we fix it, collapse the stack
  4. The proof is already running, EMF at 36% margin
  5. The example, Connoisseur Media
  6. The synthesis, why all three are required
§ 01 · The Thesis
It's not radio. It's Super Hi-Fi.
§ 01 The Thesis
5 / 35
§ 01 of four
Chapter one · in one sentence

In the age of AI,
building product is easy.
Acquiring audience is everything.

Today's audiences live on platforms that tax you for access, Google, Meta, TikTok, Spotify. CAC rising. Attention infinite-auctioned.
Broadcast radio still reaches 82% of U.S. adults every week, hidden in plain sight, mispriced by a dying operating model. We buy it cheap, fix it, and build on top.
What follows · why radio is broken · why it's fixable · and the proof it already works
It's not radio. It's Super Hi-Fi.
§ 01 What's Broken
6 / 35
What's actually broken

The medium works.
The org chart doesn't.

Where every ad dollar goes, legacy radio
Operations · 91¢ $0.91
Profit · 9¢
91¢ of every dollar is consumed by redundant studios, duplicated staff across 84 markets, legacy technology, and the weight of running an analog org chart in an internet-scale world.
01
Operational fragmentation
400 silo'd studios doing the same job across 84 markets. No economies of scale.
02
Brand sprawl
Thousands of forgettable local call-signs. National advertisers can't buy them.
03
Product degradation
Cost cuts gutted the content, accelerating audience erosion in a death spiral.
04
Legacy technology
Manual workflows block AI, personalization, and modern content production.
05
Capital structure trap
Debt loads force cuts that starve transformation. Chapter 11 fixes this.
Next: the fix, structural, not editorial →
It's not radio. It's Super Hi-Fi.
§ 01 How We Fix It
7 / 35
How we fix it

Collapse the stack. One national platform.
Local where it matters.

Where every ad dollar goes · today vs Yr 5
Today · $740M revenue
Operations · 96¢ $708M
4¢ · $32M
Super Hi-Fi · Yr 5 · $574M revenue
Operations · 64¢ $367M
Profit · 36¢ $207M
OpEx out
−$341M
Margin
4% → 36%
EBITDA
$32M → $207M
Cumulus today: $740M of revenue generates $32M of EBITDA and essentially zero free cash flow. Deploy the Super Hi-Fi OS and, by Yr 5, the cost base inherits EMF's proven 36% margin on a $574M revenue line, freeing $341M of operating cost and unlocking the cash flow the legacy model can't produce.
01
Centralize programming + ops
One cloud playout hub. IP-direct to every transmitter. 400 local stacks collapse to one.
02
One national brand, Super Hi-Fi
Retire 400 call signs for one premium name, with targeted format lenses underneath (Super Hi-Fi Hits, Country, Urban, Classic Rock, Classic Hits, Alternative). Lifts local ad rates and unlocks direct national sales at premium CPMs, not the remnant rates radio clears today.
03
AI programming + localization
Super Hi-Fi engine coordinates music, voice, spots, weather, legal IDs, local-sounding, centrally produced.
04
Cloud-native stack
Replace brittle hardware + manual workflows with remote talent and broadcast-grade AI.
05
Clean capital structure
Chapter 11 discharges the legacy debt trap. The transformation is finally fundable.
Next: this exact model, already running at scale →
It's not radio. It's Super Hi-Fi.
§ 01 EMF Proof
8 / 35
The proof is already running

This isn't theory.
EMF / K-LOVE has already done it.

EMF runs the largest hub-and-spoke radio operation in America: 1,300+ signals, a single national brand, almost no local overhead, single-digit staff per station.

They pull 10% of the per-station revenue of a commercial player, and still earn a 36% operating margin. The playbook works. It is hiding in plain sight.
Super Hi-Fi · EMF partnership
Super Hi-Fi powers K-LOVE's international expansion and EMF's new US brand launches. The largest centralized broadcaster in America chose us to scale its next chapter, the clearest possible proof the platform works at the architecture EMF spent thirty years perfecting by hand.
Operating margin · radio operators
EMF (hub-and-spoke) 36%
Super Hi-Fi + Cumulus (modeled to EMF) 36%
Industry average (legacy) ~10%
Cumulus today 4%
EMF proves the centralized model works. Super Hi-Fi's AI platform unlocks it for commercial radio, where the per-station revenue is 10× larger.
It's not radio. It's Super Hi-Fi.
§ 01 The example
9 / 35
The example · Connoisseur Media

EMF is the model.
Connoisseur is the example.

Connoisseur Media, 207 stations across 24 states and a top-10 US radio operator after its 2025 acquisition of Alpha Media, is the working example of the new model in motion. The transformation is championed from inside Connoisseur by founder & CEO Jeff Warshaw, Radio Ink's 2026 Executive of the Year. The deployment is hub-and-spoke: six destination formats programmed centrally, intelligently localized in the cloud, distributed to local markets nationwide.
Championing it from inside Connoisseur
Jeff Warshaw
Founder & CEO, Connoisseur Media · Radio Ink's 2026 Executive of the Year
WARSHAW · ON WHY NOW
"Radio's future is innovation, not preservation. We're building a better product across our network, at scale, and we're going first."
Stations
207
States
24
US ranking
Top 10
The deployment in motion
Six destination formats, programmed centrally
Country
Adult Contemporary
Hot AC
Classic Hits
Alternative
Rock
AI cloud
Each format is auto-localized in the cloud, weather, traffic, IDs, regional spots, then delivered as a clean signal to every transmitter.
Deployment status
Deployed
10
stations on air today
→
Next phase
40
stations in build
→
Network reach
207
stations available
Result
Same step change EMF achieved manually, quality, control, margin, happening today across our partnership. The thesis isn't just a theory. It's an active rollout with the radio industry's executive of the year going first.
EMF is the model · Connoisseur is the example · innovation, at scale, going first
It's not radio. It's Super Hi-Fi.
§ 01 The Synthesis
10 / 35
Bringing it all together

EMF's operating model, layered onto commercial radio's revenue base,
upgraded by broadcast-grade AI.

01 The operating model
EMF's hub-and-spoke, at commercial scale
Centralized programming, cloud playout, national brand equity, minimal local overhead. Proven across 1,300+ signals at a 36% operating margin.
02 The revenue base
Commercial radio, 10× the revenue per signal
EMF earns 36% on donations and ~10% of commercial per-station revenue. Apply the same cost model to commercial radio's ad base, and the margin dollars multiply, without changing the formula.
03 The technology
Super Hi-Fi, broadcast-grade AI, built for this
The only production-ready AI platform specifically built for radio. Already powering Apple, Sonos, iHeart Digital, Audacy, Peloton. Extends EMF's manual playbook with programmatic scale, personalization, and product velocity EMF never had.
×
The output · a category of one
A technology-native national radio platform.
No one else has run all three plays at once. Legacy operators have the signals and miss the model. EMF has the model and skips the ad market. Tech platforms lack the broadcast license and the AI stack. We sit at the only intersection.
The arithmetic
Margin lift
4% → 36%
Yr 5 EBITDA
$32M → $207M
Entry multiple
~3× EBITDA
Exit framing
station pile → tech platform
Next: the platform, explained in four waves →
It's not radio. It's Super Hi-Fi.
§ 02 The Strategy
11 / 35
Chapter Two
2
of Five

The Strategy.

Four waves, in order. Scale the platform. Scale the operations. Scale the product. Scale the brand. Each wave funds the next. Radio is only the launch vehicle, the real prize is an audio entertainment brand that transcends the broadcast tower.
Inside this chapter
  1. Four waves, the operating playbook, in sequence
  2. Wave 01 · Platform, 400 broadcast silos collapse into one cloud hub
  3. Wave 02 · Operations, 75% headcount reduction, 4% → 36% margin
  4. Wave 03 · Product, six focused formats, auto-localized in the cloud
  5. Wave 04 · Brand, retire the call signs, build one audio brand
§ 02 · The Strategy
It's not radio. It's Super Hi-Fi.
§ 02 Four Waves
12 / 35
Four waves of scale

Cumulus is the launch vehicle.
Radio is only the beginning.

Each wave funds the next. The brand becomes moveable.
It's not radio. It's Super Hi-Fi.
§ 02 Wave 01 · Platform
13 / 35
Wave 01 · Scale the platform

400 silos
collapse
into one hub.

Every legacy station is a tiny broadcast company, transmitter, studio, staff, management. Super Hi-Fi's cloud platform turns the network into one system with 394 IP endpoints. Modern enterprise audio needs none of the local overhead.
Before
400
Local studios
After
1
National broadcast hub
What's eliminated, per station
— Studio rent & buildout
— On-air staff
— Engineering & IT
— Utilities, insurance
— Local programming ops
— Equipment refresh
Only sales stays local. Audio streams IP-direct to each transmitter site.
It's not radio. It's Super Hi-Fi.
§ 02 Wave 02 · Operations
14 / 35
Wave 02 · Scale the operations

Consolidate the platform. Strip the complexity.
A 4% margin business becomes a 36% margin business.

Once Wave 01 collapses four hundred local broadcast stacks into one national cloud platform, the studios, engineers, and hardware they required stop being the product. $341M of operational complexity lifts out by Yr 5, and the business inherits EMF's proven 36% margin on a $574M revenue line.
Cost category Legacy Super Hi-Fi · Yr 5 Savings Cut
Programming & talent$155M$50M$105M68%
Operations & engineering$32M$5M$27M84%
Facilities, IT, equipment$114M$52M$62M54%
Corporate & licensing (Westwood content preserved)$252M$182M$70M28%
Sales & admin (retained)$155M$78M$77M50%
Total operating cost $708M $367M $341M 48%
Headcount transition
3,500 → ~850
Full ops staff. Local sales teams retained in-market.
National operations hub
1 consolidated broadcast hub, serving all 400 stations
It's not radio. It's Super Hi-Fi.
§ 02 Wave 03 · Product
15 / 35
Wave 03 · Scale the product

Four hundred stations fragment the product experience.
Six make it whole.

Today, a Cumulus listener crosses a market line and hears a different product. Tomorrow, that same listener hears Super Hi-Fi Radio, one national product delivered through six focused formats, auto-localized in the cloud. Every advantage of focus compounds from day one.
Four forces of modern audio
÷ 400 stations The fragmentation tax
× 6 formats The concentration dividend
01Quality
Four hundred local program directors, four hundred playlists, four hundred standards, and no editorial gate above any of them. Quality drifts to whatever is cheapest that day.
One editorial team. One national bar. Every song, every break, every ad pod curated at the highest standard in audio, then auto-localized in the cloud. 40M weekly listeners hear the same craft in every market.
02Exclusive content
Labels and artists still pitch radio, just without any urgency, because no single 0.3% market is worth a real push. Radio becomes a send-it-out-and-hope channel, not a promotional partner.
One pitch. 40M weekly listeners. Album premieres, artist drops, and brand launches arrive here as tentpole events. Not afterthoughts behind Spotify and Apple Music.
03Innovation
Every creative dollar splits four hundred ways. No station can afford an ambitious new show, a new storytelling format, or a real creative swing. Radio survives by playing it safe, because safe is all it can afford.
New shows. New formats. Real creative swings. National scale funds ambitious storytelling, live audio tentpoles, and the kind of creative experiments no local station could ever justify. Radio becomes a place worth inventing for again.
04Top-tier talent
Compensation, audience, and stage split four hundred ways. Radio offers the best voices nothing worth chasing, so they migrate to podcasts, YouTube, and Spotify instead.
National audience. National paycheck. National stage. For the first time in two decades, radio is a destination the best talent in audio actually wants to build a career on.
Super Hi-Fi Radio · focus is the only thing that scales
It's not radio. It's Super Hi-Fi.
§ 02 Wave 04 · Brand
16 / 35
Wave 04 · Scale the brand

Cumulus is a holding company of 400 mom-and-pop brands.
No modern brand grows that way.

The problem, a legacy of geography
Cumulus operates under ~400 different local brand identities, Kicks 101.5, Q100, 99X, NASH FM 94.7, on and on. Each one an island. Each one marketed separately, if at all. Each one invisible the moment a listener crosses a market line.
You cannot build awareness when you divide it 400 ways. You cannot compound marketing spend when every dollar promotes a brand one city wide. The biggest brands in the world, Netflix, Spotify, Starbucks, Nike, grow the opposite way: one name, consistent and pervasive, across every surface a customer uses them.
What Cumulus looks like today
Kicks 101.5 · Q100 · The Wolf 99.5 · 99X · NASH FM 94.7 · Magic 102.9 · 104 The Bear · OG 97.9 · The Edge 103.3 · K-Bull 98.1 · Cat Country 96 · Classic Hits 94.9 · The Vibe 99.5 · 96.9 The Fox · River Country 97.3 · Q 97.3 · Love 105 · Hot 104.7 · 107.9 The Mix · The KATT 100.5 · Lite Rock 100.7 · 94.9 The Outlaw · The Bull 93.3 · New Country 96.3 · Z104 · Smooth 97.3 The Bay · Alice · 93BLX · The Eagle · The South · B98 · The Buzz · The Roach · Rocket · Nash Icon 95.5 · …+ 365 more
The shift, one name, everywhere
Before
~400
local brand identities
Marketing dollar reaches one market. Next city over, it's a stranger.
After
1
national brand · 6 format lenses
Super Hi-Fi Hits · Country · Urban · Classic Rock · Classic Hits · Alternative. Every dollar of awareness compounds across 40M weekly listeners.
Modern brands are pervasive, not regional
Netflix
One name on every screen, every country, every surface.
Spotify
One green circle. Every device. Every language.
Starbucks
40,000 stores, one logo, one menu, one promise.
Super Hi-Fi
400 stations as one consistent brand on the FM dial, and soon on every other surface.
The dividend
One brand · 400 stations · 40M weekly listeners · reached for $0 CAC. Spotify pays billions for the same audience.
Brand consolidation is the pre-condition for everything else, you can't scale what you can't name
It's not radio. It's Super Hi-Fi.
§ 03 The Facts
17 / 35
Chapter Three
3
of Five

The Facts.

Nine facts that decide whether the strategy clears reality. An opportunity that's available right now. A control plan that inverts how a 400-station org actually works. A license arbitrage that pure-play digital cannot cross. An infrastructure plan, a regulatory window, a sales plan, a digital plan, a distribution plan, a growth plan. Each answers a specific question any serious investor has to ask before signing the check, and together they form a single operating thesis.
Inside this chapter
  1. The opportunity, why this is available right now, at this price
  2. The control plan, inverting how the org actually works at 400-station scale
  3. The license arbitrage, the regulatory moat no digital service can cross
  4. The infrastructure plan, why we're the only buyer that can execute
  5. The regulatory window, the FCC cap lift and the M&A wave it unlocks
  6. The sales plan, modernizing a 1995 sales engine on top of better product
  7. The digital plan, what "digital" actually means at Super Hi-Fi
  8. The distribution plan, Westwood One's national affiliate reach
  9. The growth plan, the expansion lines this acquisition unlocks
§ 03 · The Facts
It's not radio. It's Super Hi-Fi.
§ 03 The Window
18 / 35
Fact 01 · The opportunity

Cumulus filed Chapter 11.
$740M of revenue just became acquirable.

Restructuring timeline
Mar 5 · 2026
Chapter 11 filing
Prepackaged restructuring. $592M funded debt cancelled.
Q3 · 2026
FCC approval & emergence
Cumulus exits Chapter 11 on FCC approval. Lenders become new equity holders. Clean balance sheet.
H2 · 2026
Lenders go to market
Credit funds want liquidity. Window opens for a credible transformation buyer.
2027 →
Super Hi-Fi closes
Reorganized equity acquired for ~$150M. Transformation begins.
The math of the entry
Funded debt cancelled~$592M
Post-emergence obligations~$150M
Stations acquired394
Markets84
Purchase price for reorg equity $150M
Bottom line
A $740M revenue platform with 40M weekly listeners plus a 245M affiliate network, acquired for $150M.
It's not radio. It's Super Hi-Fi.
§ 03 Operational Inversion
19 / 35
Fact 02 · The control plan

Legacy radio is the textbook control-inversion trap.
We solve it with business observability.

When leadership cannot observe execution in real time, decision authority migrates to wherever the data lives. Economists call it the principal-agent problem; control engineers call it open-loop control. Super Hi-Fi closes the loop with a Virtual Business Operations Center (vBOC), restoring three structural conditions every legacy operator is missing.
01 Decision latency
Legacy ~6 weeks
→
vBOC real-time
Time from a market signal to a leadership decision. Nielsen sample, process, and publish takes weeks; we stream it. By the time legacy reacts, the moment that mattered is gone.
02 Observability depth
Legacy 1 metric
→
vBOC full P&L
Sampled Nielsen ratings is the only signal a legacy CEO has. vBOC streams revenue, yield, sales pipeline, listenership, talent ROI, NPS, and advertiser renewal. Every market, every minute.
03 Where authority pools
Legacy 400 spokes
→
vBOC 1 leadership team
Information asymmetry pulls control to wherever the data lives. Restoring symmetry returns the org chart to its designed shape: strategy decided once, executed everywhere, measured continuously.
Result
For the first time, leadership at a 400-station broadcaster can actually execute its own strategy. This is the structural reason every legacy operator has failed, and the structural reason we won't.
Open-loop → closed-loop · inferred → observed · monthly aggregate → real-time, every market
It's not radio. It's Super Hi-Fi.
§ 03 The License Arbitrage
20 / 35
Fact 03 · The license arbitrage

The largest structural advantage in audio isn't a feature.
It's a 1998 carveout.

Pure-play streaming services hand record labels 65–70% of revenue through direct deals. Statutory webcasters like Pandora pay per-performance royalties (every song played to every listener) that consume roughly 40% of revenue. Terrestrial broadcast radio, grandfathered into a 1998 DMCA carveout, pays no performance royalty on sound recordings, only a small composition fee, and runs with zero programming restrictions. The biggest moat in audio is hidden in plain sight.
Where each $1 of audio revenue goes
Spotify
Pure-play streaming · direct label deals
70¢ · labels & publishers
30¢ · post-royalty
Pandora
DMCA webcaster · per-performance royalties
~40¢ · per-performance royalties
60¢ · post-royalty
Broadcast radio
1998 DMCA carveout · grandfathered
97¢ · post-royalty revenue
The arbitrage
On Cumulus's $740M revenue base, the carveout is worth roughly $450–500M of annual structural margin versus any pure-play digital competitor, with no programming restrictions on top.
Going digital without losing the moat
The complication
Going fully digital eventually means losing the carveout. Every digital listener acquired pays the streaming royalty stack. A naive digital pivot would flip the entire cost structure overnight.
The answer
Build our own music IP from day one. Sign artists, develop original shows, secure exclusive content while we hold broadcast scale. By the time we move fully into digital, we own enough leverage to cross-license on our terms, not the labels'.
The thesis
A regulatory moat today. A content moat tomorrow. All the way through.
DMCA §114 · sound-recording carveout · a moat no digital competitor can replicate
It's not radio. It's Super Hi-Fi.
§ 03 The Infrastructure Moat
21 / 35
Fact 04 · The infrastructure upgrade plan

Cumulus runs on aging broadcast hardware at end-of-life.
We already built the cloud replacement.

Whoever buys Cumulus inherits the legacy problem. We're the only bidder that doesn't.
Legacy local stack · required at every site today
Studio automation + on-air console ~$15–25K
Studio-transmitter link (STL) ~$5–10K
DSP audio processor (Optimod / Omnia) ~$10K each
Security, monitoring, EAS retrofit ~$5–10K
~$50K
per station, to modernize
394 stations → $19.7M of capex before Day 1, plus heavy field work at every site. Any other buyer inherits all four problems.
Super Hi-Fi system · the complexity is in our cloud
Audio processing, runs in our cloudreplaces the $10K Optimod / Omnia
Playout, scheduling, metadata, produced nationallyno local automation needed
Delivered over our proprietary, encrypted streamstandard internet, no STL
StreamPlayer 1 · $799, plug-and-play at the transmitterthe station IS the box
$1,598
per station, two appliances
394 stations → $629K to retire the entire legacy stack. Drop and go at every site. Years of our engineering, already proven at Apple, Sonos, iHeart, EMF.
Nobody else has both the plan and an existing platform to execute it
It's not radio. It's Super Hi-Fi.
§ 03 The regulatory window
22 / 35
Fact 05 · The regulatory window

The 40-year cap on radio ownership is about to fall.
Only the operator who solved scale can capitalize.

FCC Chairman Brendan Carr has reopened the long-stalled Quadrennial Review of broadcast ownership rules, framing it as the "Gretzky test", skating to where the puck is going. He has stated publicly that local radio ownership caps are rule-based, not statutory, meaning the FCC can modify them unilaterally, without Congress. Every major broadcaster is on record supporting relaxation. The window opens this cycle.
CARR · ON RECORD
"The ownership cap is a rule-based cap, not a statutory cap, and as a rule-based cap, it can be modified by the FCC."
Three forces aligning right now
01
The regulator is signaling
Carr has the votes, the procedural authority, and the political mandate. No Congress required, no waiting for legislation, the rule moves at the FCC's pace.
02
The industry is aligned
Every major broadcaster has filed in support. There is no organized opposition with comparable weight.
03
The sellers are stranded
Small and mid-sized station groups are deteriorating. They have no exit today because cap rules block their natural buyers in their own markets. Cap lift creates the bid that doesn't currently exist.
Three moves the moment caps lift
01
Lock up top markets
Stack 20-30 Super Hi-Fi-powered stations per top-50 market. Dominant share, dominant ad pricing, structural moat against any new entrant.
02
Trade out of weak markets
Cap-released swap window. Trade Cumulus inventory in markets that don't fit the network for inventory in markets that do. Peers do the same. Footprints rationalize in months, not decades.
03
Acquire distressed groups
Today's blocked-buyer dynamic has held a price floor artificially low. Caps lift, the bid arrives, and we acquire small/mid groups at deep discounts before they can re-rate.
Result
Without real operational scale the new footprint is unmanageable, a regulatory trap. With Super Hi-Fi, every additional station compounds at flat operating cost. The cap lift becomes the largest M&A window radio has seen in 30 years.
Pre-cap → post-cap · trapped sellers → forced sellers · scale problem → scale opportunity
It's not radio. It's Super Hi-Fi.
§ 03 The sales plan
23 / 35
Fact 06 · The sales plan

Cumulus sells $740M on a 1995 sales stack.
Modernize the engine, the same inventory re-rates.

Revenue isn't proof of a great sales engine, it's proof of inertia. Cumulus's $740M topline is held together by 20-year regional relationships, manual process, and a tenured salesforce that has held the line through every secular headwind. The system works. It is not optimized. It is one retirement wave from collapse.
What Cumulus's sales engine looks like today
CRM
No top-tier system. Spreadsheets, email, station-by-station account books. No unified pipeline view above the local sales manager.
Traffic stack
Marketron and WideOrbit, software architectures from the 1990s. The category has not seen meaningful innovation in 30 years.
Coordination
Region by region. National accounts get bid from four directions. Cross-market negotiation is a phone call.
Telemetry
Exec team sees a monthly P&L, not real-time pipeline. Forecasting is feel, not data.
Salesforce
Aging, regional, deeply tenured. A retirement wave and the relationships walk out with them.
Digital plumbing
No programmatic audio integration. Not on Amazon DSP. Invisible to the buying stack the digital ad market actually uses.
The system runs on the strength of the people. Not the technology.
What we replace it with
01
Super Hi-Fi Traffic Director
Our AI-native sales and traffic stack, purpose-built for how radio needs to run in the future. Real-time pipeline, deal velocity, yield optimization, exec dashboards, automated avail and order management. The instrumentation Marketron and WideOrbit never built.
02
National sales leadership
One national org coordinating cross-market buys. National accounts negotiated by national executives, not bid against four regional managers.
03
A product worth selling
Reps walk in with one premium brand, six destination formats, 40M weekly listeners, and a media-kit that finally rivals digital. Not 400 anonymous call letters.
04
Plug into the buyers' stack
Amazon DSP. Programmatic audio pipes. Wherever digital media buyers spend, we are inventory they can buy without a phone call.
The Amazon signal
iHeartMedia went on Amazon DSP in Nov 2025. SiriusXM Media (Pandora · SoundCloud) followed in Q4. Spotify is already on. The largest audio demand-side platform in the world buys from every major audio company except Cumulus.
The result
Same FM inventory. Modern revenue technology. A brand the market knows. Plugged into the demand engines that didn't exist when the legacy sales stack was built.
Sales is a technology problem · solve the technology and the same inventory re-rates
It's not radio. It's Super Hi-Fi.
§ 03 Digital, for real
24 / 35
Fact 07 · The digital plan

Every legacy broadcaster says they're going digital.
But they're really just selling banner ads.

What "digital" means at a legacy broadcaster
Ask iHeart, Audacy, or Cumulus about their digital strategy. You'll hear about "digital revenue growth." Scratch the surface and it's the same radio sales rep, reselling Facebook remnant and calling it a transformation.
The pitch
"We also sell digital."
The reality
Remnant display, SMB websites, commodity inventory sold by an analog sales force.
The customer
A local business that could buy the same thing, better-targeted, directly from Google or Meta.
The outcome
A margin-dilutive pretend-business that can never out-sophisticate the ad-tech duopoly.
You cannot bolt a digital business onto an analog sales culture. The DNA doesn't graft.
What digital means at Super Hi-Fi
We are a digital-native audio company that happens to be buying a radio asset. Digital is not a commodity we resell, it is the medium we were built in, and where we already operate at global scale.
100M+
hours of digital music · monthly
Programmed today across Apple Music, Sonos, Peloton, iHeart Digital.
01
Digital is differentiation
An app, a CTV channel, an in-car IP layer that makes the brand better, not cheaper inventory to move.
02
Digital is reach extension
FM introduces the brand. Digital keeps the relationship, home, phone, car, CTV. One audience across every surface.
03
Digital is the product, not the ad
We monetize a better listening experience, not remnant banners. Subscription, premium, artist services, commerce.
The asymmetry
They're bolting a sales channel onto a dying org. We're bringing the largest production digital radio platform in the world to the largest free marketing surface in America.
Legacy radio sells digital as remnant · we bring radio into the digital ecosystem at scale
It's not radio. It's Super Hi-Fi.
§ 03 Westwood One
25 / 35
Fact 08 · The distribution plan

The most overlooked asset in American audio.
Hidden inside the deal, priced like back-office revenue.

Cumulus owns Westwood One, America's largest audio syndication and ad network. It reaches 245M listeners weekly, 3× the audience of Cumulus's own stations, and holds exclusive national rights to NFL primetime (since 1987), NCAA tournaments, The Masters, and AP News. Wall Street has run it as back-office accounting for a decade. We treat it as a pre-built distribution platform.
9,800
Affiliated radio stations
Beyond the ~400 we own
245M
Listeners weekly
~75% of the U.S. adult population
38yrs
Exclusive NFL audio partner
+ NCAA, Masters, Olympics, U.S. Soccer, AP News
−43%
Network revenue, 2021→2025
Why it's available, and why it's mispriced
What it actually is
Distributes national programming, sports, news, talk, music, into 9,800 affiliate stations it does not own. Audience reaches 3× more Americans than Cumulus's own stations alone. Holds the only commercially negotiated rights to the NFL primetime package (since 1987), NCAA tournaments, The Masters, and AP News.
Why it's been unloved
Network revenue down 30%+ from 2021 to 2024. Stuck in a Nielsen ratings dispute. Run as a sales channel for legacy spot inventory. Managed for cash, not for compounding value.
What we see instead
A pre-built commercial pipe to nearly every other broadcaster in America. Expand it with modern content, modern ad tech, and the Super Hi-Fi Radio OS, giving affiliates new revenue and new listener experiences they can't build themselves.
What unlocks when this stops being a back office
01
Syndication surface for every Super Hi-Fi property
Shows, specials, and formats we produce become new syndication inventory, offered into an affiliate network no other audio company can match.
02
Premium sports inventory, modernly sold
NFL, NCAA, Masters reach 500+ stations already. We re-package as digital + linear + sportsbook + retail-media, the way ESPN sells, not the way 1995 sold.
03
Platform services for affiliates
Offer the Super Hi-Fi Radio OS, modern ad tech, and content feeds to affiliate broadcasters who can't build them in-house, turning syndication partners into platform customers with new revenue lines of their own.
04
A real moat for the AI era
As streaming platforms commoditize, terrestrial reach + premium sports rights becomes scarce again. Westwood is the only national audio rail not controlled by a tech platform.
Sources: Cumulus & Westwood One filings · Wikipedia · Barrett Media · LinkedIn corporate description
It's not radio. It's Super Hi-Fi.
§ 03 Beyond Radio
26 / 35
Fact 09 · The growth plan

Every radio company is stuck in one lane.
A national audience lets us break into six.

iHeart has come the closest, but they can't get there from here. We unlock six audience-leveraged expansion lines no broadcaster has successfully built, because none of them has a single national consumer brand to attach them to.
The closest comp
Why iHeart isn't it
Balance sheet
~$5B+ of legacy debt. Every dollar of transformation spend competes with coupon payments.
Operating model
Hitched to local presence, and local cost. Hundreds of market studios they can't collapse without unwinding the identity.
Brand architecture
Ingredient brand, not the marquee. "iHeart" is a wrapper over hundreds of local call-signs.
Six audience-leveraged expansion lines
01
Music IP platform · flagship
The power of our audience gives us a unique advantage in signing, promoting, and touring artists, building a platform of IP that transcends the broadcast ecosystem.
No precedent at scale. Not a label, not a promoter, a cross-surface IP engine.
02
Artist promotions
Labels pay premium for guaranteed national exposure across our network, campaigns, not spots, with built-in lift measurement and conversion to streams.
Benchmarks: iHeart On the Verge · Spotify RADAR
03
Live & events
Format-level touring franchises. "Super Hi-Fi Hits Live," tastemaker tours, festival co-brands. Radio is the best marketing engine for live.
Playbook: iHeartRadio Music Festival
04
Digital direct-to-consumer
Super Hi-Fi app, CTV, FAST channels, in-car IP radio. The FM audience migrated to IP, under one brand, with subscription tiers and premium ad-light.
Model: Pandora + BBC Sounds, native-built
05
Commerce & data
Merch, ticketing, music-discovery data licensed to labels. 40M listeners produce more music-signal than most playlist services.
Precedent: Shazam pre-Apple
06
Radio OS
The most powerful broadcast platform in the world, licensed to domestic and international operators who need to modernize but can't build it themselves.
Proven at: Apple · Sonos · EMF · iHeart
The acquisition is a radio business · the expansion is everywhere radio isn't
It's not radio. It's Super Hi-Fi.
§ 04 The Numbers
27 / 35
Chapter Four
4
of Five

Buy the bond.
Sell the equity.

$300M enterprise value. Year‑5 EBITDA of $207M. Self-funding after Year 2, no additional capital calls. Base-case equity IRR: 31%. Downside: the coupon clips and the asset floor protects principal.
Inside this chapter
  1. The high-yield bond framing, why this is a coupon, not a growth story
  2. The EBITDA waterfall, base / bear / downside · where each dollar of lift comes from
  3. Use of funds, every dollar of the $300M accounted
  4. Risks & mitigants, what could go wrong, and what protects us
§ 04 · The Numbers
It's not radio. It's Super Hi-Fi.
§ 04 High-Yield Bond
28 / 35
The valuation framework

Broadcast radio has terminal value approaching zero.
We run it like a high-yield bond.

Cumulus radio cash flows · 15-year view
$350M$250M$150M$50M$0
legacy trajectory $207M peak EBITDA · Yr 5 (36% mgn, EMF-anchored) structural decline phase HARVEST ZONE · YEARS 2–10
Yr 0Yr 3Yr 5Yr 10Yr 15
We don't pretend broadcast radio grows forever. FM distribution erodes as cars become software-defined. Our model extracts a decade of high-margin cash flow from a declining medium and uses it to fund the brand that outlives the broadcast tower.
Three ways the value compounds
01
Lift the cash flow
AI platform takes operating margin from 4% to 36%, EMF's live economics, not projection. The base business generates ~9× the cash of its legacy self.
02
Buy more, cheaper, every year
As radio deteriorates, station prices fall. We add stations at declining multiples, each tuck-in more accretive than the last on the same platform.
03
Build what comes next
Cash funds the migration of listeners into a proprietary digital brand, artist services, commerce, and direct-to-audience products that outlive the broadcast spectrum.
In plain language
We're buying a distressed cash-flow asset, lifting its yield through AI-driven margin expansion, and using that cash to build the brand that replaces it.
Cumulative cash flow over the decade exceeds the purchase price by ~4× before any terminal value
It's not radio. It's Super Hi-Fi.
§ 04 EBITDA Waterfall
29 / 35
EBITDA · five-year build

$32M today → $207M in five years at EMF's proven 36% margin

Hover any bar for detail · revenue holds, cost base collapses
It's not radio. It's Super Hi-Fi.
§ 04 Use of Funds
30 / 35
Use of funds · $300M

Where the capital goes.

$300M total · $200M equity + $100M committed debt. $150M clears the acquisition. The real work is people, not hardware: our platform already exists, so the full infrastructure retrofit is a ~$2M line item. The rest of the raise funds the people-and-transition work the business actually needs.
50% · $150M
Acquisition close
27% · $80M
Transformation
13% · $40M
Working capital
9% · $28M
Fees + reserve
← 1% · $2M platform retrofit
Acquisition close
$150M
Purchase of Cumulus reorganized equity at Ch.11 emergence. Assets transfer clean, funded debt cancelled.
Transformation
$80M
Severance and retention for the 3,500 → 850 headcount transition. National brand rollout. Marquee talent deals and format investments Years 1–2. Integration labor.
Working capital
$40M
Operating runway through the EBITDA bridge. Self-funding target by end of Year 2. Covers payroll and operations before the cost cuts flow through.
Fees + reserve
$28M
Transaction and legal fees, rep & warranty insurance, debt service reserve, unforeseen contingency.
Platform retrofit
$2M
The whole infrastructure line. StreamPlayers at 394 sites ($629K hardware) plus installation and cutover labor. A legacy buyer would spend $19.7M here. We spend $2M.
People and transition, not hardware · self-funding after Year 2 · no additional capital calls in base case
It's not radio. It's Super Hi-Fi.
§ 04 Risks & Mitigants
31 / 35
Risks & mitigants

What could go wrong.
And why we're still okay.

Every underwrite has to survive honest downside. Here are the four things that could break this deal, and the structural reasons none of them reach zero.
Risk 01 · Revenue decline accelerates
HIGH IMPACT · MED PROB
Radio ad market decays faster than the modeled −6%/yr. EBITDA bridge breaks; self-funding delayed.
Mitigant
Digital revenue stack (podcasts, streaming, data) already 14% of mix by Y3 · $50M+ asset floor from spectrum + towers · downside case still clips 8–12% coupon.
Risk 02 · Listener churn from brand consolidation
HIGH IMPACT · LOW PROB
Collapsing 400 local call signs into six national formats alienates longtime listeners. Ratings erode faster than the new brand compounds.
Mitigant
AI localization preserves local texture at every station (weather, traffic, IDs, regional ads) automatically. EMF runs the same playbook at scale: K-LOVE is one brand across 600+ stations with consistent listenership. Rolled out market-by-market, not a flash cutover.
Risk 03 · Platform build over-runs
LOW IMPACT · LOW PROB
400-station → 1-hub migration slips timeline. Cost synergies pushed past Year 2.
Mitigant
We built this OS already · powers Apple, Sonos, iHeart, EMF in production · $40M working-capital reserve covers 18-month worst case · modular rollout, savings realized per-station, not at end.
Risk 04 · FCC / regulatory friction
MED IMPACT · LOW PROB
Ownership-cap interpretations, transfer review, or Ch.11 plan delays. Deal close pushes past Q3.
Mitigant
Cumulus already below national caps · precedent transfers in 90–120 days · in-place counsel from prior radio M&A · no cross-ownership conflicts in our cap table.
Downside protected by asset floor · Base case: 4.0× MOIC / 31% IRR · Upside via exit multiple expansion
It's not radio. It's Super Hi-Fi.
§ 05 The Ask
32 / 35
Chapter Five
5
of Five

The window
closes in months,
not years.

Cumulus exits Chapter 11 as soon as the FCC approves the transfer, expected Q3. The reorganized equity is actively being marketed. We are raising $200M of equity alongside $100M of committed debt to acquire the asset, execute the four-wave plan, and reach ~$207M of Year-5 EBITDA. Base-case return: 4.0× MOIC / 31% IRR.
Inside this chapter
  1. Why Super Hi-Fi, the only operator with the platform already in production
  2. The team, the people who have already done this
  3. The ask, structure, and how to engage
§ 05 · The Ask
It's not radio. It's Super Hi-Fi.
§ 05 Why Us
33 / 35
Why only Super Hi-Fi

Anyone can buy the asset.
Only one buyer can transform it.

Capital is the easy part of this deal. The hard part is the platform, the operating playbook, and the team that has already executed this transition at scale for other broadcasters. Super Hi-Fi is the only bidder bringing all three into the room.
Scale, no innovation. $5.8B debt, Ryan Seacrest-era talent. Super Hi-Fi is what iHeart would be if invented today.
Billions on Howard Stern. Subscription-locked, 45+ demo, declining subs. Free, broadcast, next-gen.
On-demand, algorithmic. Lean-forward listening. We own the lean-back, human-curated moment.
Same playbook: cost cuts, no AI, no brand. They are tomorrow's acquisition targets.
The technology is already powering Apple, Sonos, iHeart, EMF
It's not radio. It's Super Hi-Fi.
§ 05 The Team
34 / 35
The operators

The builders who have already done this.

Super Hi-Fi's founding team brings decades of operating experience across digital audio, broadcast radio, and music technology. The platform in production is theirs. The thesis is theirs. The track record is theirs.
Founding team · in seat
Zack Zalon
CEO & Co-Founder
Former global President, Virgin Digital. $2B+ revenue generation.
Brendon Cassidy
CTO & Co-Founder
25+ yrs music tech: Virgin, CBS Radio, AOL, Yahoo Launchcast.
John Bolton
CBO
Co-founded Muve Music. Early TikTok music strategy exec.
Nick Weidner
COO
Former exec at Muve Music (Cricket Wireless) and Tidal. Operating oversight across Super Hi-Fi platform.
Ryan Taylor
CPO
Former GM Sonos Radio. GTM leader across Sonos products.
Advisory team
Jeff Warshaw
CEO, Connoisseur Media
Top-10 US radio operator. Radio Ink's 2026 Executive of the Year.
Steve Mills
Former CIO, iHeartMedia
Built and ran iHeart's technology operations at national broadcast scale.
Chris Williams
Former CPO iHeart · COO Daily Wire
Senior product leadership across the largest US broadcaster, currently scaling Daily Wire.
It's not radio. It's Super Hi-Fi.
§ 05 Close
35 / 35
The ask

$200M of equity.
A transformed audio business.

We are raising $200M of equity and $100M of committed debt to acquire Cumulus's reorganized equity, execute the four-wave operating plan, and build the first national audio entertainment brand. Base-case return: 4.0× MOIC / 31% IRR, with asset-floor downside protection on the bond side of the thesis.
Equity raise
$200M
Anchor + syndicate
Committed debt
$100M
Senior, arranged separately
Base-case return
4.0× / 31%
MOIC and gross IRR
Sponsor alignment
Super Hi-Fi contributes its platform and brand into the combined entity at closing. Founder equity is subject to multi-year vesting and performance ratchets tied to EBITDA and margin milestones. Definitive economics finalized at the term-sheet stage with the anchor LP.
Contact
Zack Zalon · CEO & Co-Founder
zack@superhifi.com
www.superhifi.com
It's not radio. It's Super Hi-Fi.