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    Townsquare Media Inc (TSQ)

    Material Definitive Agreement

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    Townsquare Media, Inc. (TSQ) is a company that provides advertising and marketing solutions, focusing on local, regional, and national advertising. The company sells advertising on its digital properties and radio stations, as well as offering digital marketing services to small and medium-sized businesses. Townsquare's operations are heavily reliant on advertising revenue, particularly from industries such as automotive, entertainment, and retail.

    1. Broadcast Advertising - Delivers local, regional, and national advertising products via terrestrial radio broadcast.
    2. Digital Advertising - Markets digital advertising on owned and operated digital properties and a digital programmatic advertising platform, branded as Townsquare Ignite.
    3. Subscription Digital Marketing Solutions - Offers subscription-based digital marketing services to small and medium-sized businesses, branded as Townsquare Interactive.
    4. Other - Includes revenue from owned and operated live events.
    NamePositionExternal RolesShort Bio

    Bill Wilson

    Executive

    Chief Executive Officer

    Radio Board Chair of the National Association of Broadcasters (NAB)

    Joined TSQ in September 2010, became CEO in January 2019, and has been recognized for leadership in the radio industry.

    View Report →

    Claire Yenicay

    Executive

    Executive Vice President, Investor Relations and Corporate Communications

    None

    Joined TSQ in June 2011, initially focused on business development and M&A, contributing to transactions over $500 million.

    Erik Hellum

    Executive

    Executive Vice President and Chief Operating Officer

    None

    Joined TSQ in August 2010 after the acquisition of GAP Radio Broadcasting, where he was President of GAP West.

    Robert Worshek

    Executive

    Senior Vice President and Chief Accounting Officer

    None

    Joined TSQ in December 2019, with previous roles in senior accounting and finance positions, including at Element Solutions, Inc. and Trust Financial Corporation.

    Scott Schatz

    Executive

    Executive Vice President, Finance, Operations, and Technology

    None

    Co-founded TSQ in May 2010, with a background in advising companies on valuations, mergers, and acquisitions.

    Stuart Rosenstein

    Executive

    Executive Vice President and Chief Financial Officer

    None

    Co-founded TSQ in May 2010, serving as EVP and CFO since inception, with a background in private lending and financial management.

    David Lebow

    Board

    Director

    Chief of Staff at DraftKings, Inc.

    Joined TSQ's Board in 2010, with substantial media industry experience, previously serving as Chief Revenue Officer at YP and President-Revenue of Group Commerce.

    Gary D. Way

    Board

    Director

    Board of Trustees Member at NYU School of Law Foundation, Dean’s Advisory Council Member at Rutgers, Board of Advisors Member at Marquette University Law School

    Joined TSQ's Board in January 2023, with a background in legal and corporate governance, previously General Counsel of the Jordan Brand at NIKE.

    Gary Ginsberg

    Board

    Director

    Board Member at Schrödinger, Inc.

    Joined TSQ's Board in 2010, with a strong background in corporate strategy and business development, and experience in senior communications roles at Softbank and Time Warner.

    Stephen Kaplan

    Board

    Director

    Chairman of Nalpak Capital

    Joined TSQ's Board in 2010, with extensive experience in management, finance, and public company boards, previously at Oaktree Capital Management and TCW Special Credits Group.

    Steven Price

    Board

    Executive Chairman

    Co-Founder & CEO of 25Madison

    Co-founded TSQ in May 2010, served as CEO until October 2017, and has been Executive Chairman since then.

    1. Given the anticipated over 20% decline in national broadcast advertising revenue in Q4 and your expectation that broadcast is a mature cash cow business that will continue to decline, how do you plan to offset this decline and adapt your business model to this structural shift in advertising?
    2. Your partnership with SummitMedia to white label your digital programmatic advertising solution has a margin profile in the high teens; how will this affect your overall digital advertising margins, and what risks do you foresee in scaling this Media Partnership initiative?
    3. Townsquare Interactive experienced subscriber losses and revenue declines earlier this year but is expected to return to year-over-year revenue growth in Q4; what specific strategies are you implementing to ensure sustained growth and competitiveness in the digital marketing solutions market?
    4. Political advertising revenue is now expected to be just over $13 million for the full year, below your initial estimates of $14 million to $16 million; what factors led to this shortfall, and how might this impact your expectations for political revenue in future election cycles?
    5. With plans to refinance your existing debt through a variable rate bank loan before February 1 amid a shifting interest rate environment, how are you managing the risk of higher interest expenses, and what strategies will you employ if interest rates do not decline as anticipated, especially given your net leverage of 4.86x?
    Program DetailsProgram 1
    Approval DateDecember 16, 2021
    End Date/Duration36 months (ends December 2024)
    Total Additional Amount$50 million
    Remaining Authorization$24.124 million (as of September 30, 2024)
    DetailsRepurchases can be made via open market, private agreements, or other transactions. Funded through cash, borrowings, or capital markets.

    Notable M&A activity and strategic investments in the past 3 years.

    CompanyYearDetails

    Investee Company Acquisition

    2024

    Completed in February 2024 via a private transaction with a total cash consideration of $4.0 million, which resulted in the company recognizing a $4.0 million gain in Q1; this deal highlights the cash-based nature of the transaction.

    Cherry Creek Broadcasting LLC

    2022

    Completed on June 17, 2022, the acquisition involved a total cash purchase of $18.4 million for 35 local radio stations, delivering $8.4 million in goodwill and additional FCC licenses and content rights, all strategically aimed at expanding Townsquare Media's Digital First strategy in smaller U.S. markets.

    Recent developments and announcements about TSQ.

    8-K Filings

    • 8-K Filing

      ·
      Feb 24, 2025, 2:21 PM
      Financial Exhibits
      Material Definitive Agreement
      Material Definitive Agreement
      New Financial Obligation

      On Feb 19, 2025, the Company redeemed its $467.4M 2026 Notes using approximately $453M in net proceeds from its Senior Secured Credit Facility plus cash on hand to cover fees and expenses. The Term Loan Facility matures on Feb 19, 2030.

      View full 8-K filing →