Townsquare Announces Purchase of Management Options That Were Expiring Shortly, Thereby Avoiding Shareholder Dilution
08 April 2024 - 12:00PM
Townsquare Media, Inc. (NYSE: TSQ) (the “Company” or “Townsquare”)
announced that that it bought and retired 3.0 million options held
by certain members of the management team and board of directors
for a net purchase price of $3.62 per option. The purchase price
reflects the spread between the closing price on April 3, 2024 of
$12.36 and the option strike price of $8.74. The options, all of
which were set to expire in July 2024, were granted to members of
management and the board at the Company’s initial public offering
in July 2014 (the “IPO options”). This transaction follows last
week’s repurchase of 1.5 million shares from MSG at $9.76 per
share, the June 2023 repurchase of 1.5 million shares from MSG at
$9.70 per share, and the March 2021 repurchase of 12.6 million
shares and warrants from Oaktree Capital Management, L.P. at $6.40
per share. Like last week’s 1.5 million share repurchase from MSG,
the purchase price of $10.8 million will be funded entirely with
cash on hand.
“We are very pleased to share that we were able
to buy the IPO options at a net purchase price of $3.62 per option,
eliminating the overhang and the shareholder dilution that would
have occurred had these in-the-money options been exercised in the
open market before they expired this July. The members of
management and the board that were involved in this transaction
have been with Townsquare for over a decade, demonstrating that our
long-term incentive plan was, and continues to be, effective in
retaining top talent. In total, our management team owns
approximately 11% of shares outstanding today and are well aligned
with the Company’s investors to build shareholder value,” commented
Bill Wilson, Townsquare’s Chief Executive Officer.
“Once again, we were able to utilize cash on
hand to settle the transaction, due to the strong cash generation
characteristics of our business model, which produced $68 million
of cash flow from operations in 2023 (+35% year-over-year), and
which also funded our internal digital growth engine, accretive
share and debt repurchases, and our high-yielding dividend to date.
Our strong cash generation continues to provide us with financial
flexibility moving forward, giving us the opportunity to
advantageously buy our stock when it is trading below value, which
we (and the research analysts who give Townsquare an average stock
price target of $16.83) believe it is today. We look forward to
discussing our first quarter results as well as our second quarter
2024 outlook on our earnings call on May 9th,” concluded Mr.
Wilson.
About Townsquare Media,
Inc.Townsquare is a community-focused
digital media and digital marketing solutions company with market
leading local radio stations, principally focused outside the top
50 markets in the U.S. Our assets include a subscription digital
marketing services business, Townsquare
Interactive, providing website design, creation and
hosting, search engine optimization, social media and online
reputation management as well as other digital monthly services for
approximately 24,000 SMBs; a robust digital advertising division,
Townsquare Ignite, a powerful combination of a) an
owned and operated portfolio of more than 400 local news and
entertainment websites and mobile apps along with a network of
leading national music and entertainment brands, collecting
valuable first party data and b) a proprietary digital programmatic
advertising technology stack with an in-house demand and data
management platform; and a portfolio of 350 local terrestrial radio
stations in 74 U.S. markets strategically situated outside the Top
50 markets in the United States. Our portfolio includes local media
brands such as WYRK.com, WJON.com and NJ101.5.com, and premier
national music brands such as XXLmag.com, TasteofCountry.com,
UltimateClassicRock.com, and Loudwire.com. For more information,
please visit www.townsquaremedia.com,
www.townsquareinteractive.com and
www.townsquareignite.com.Forward Looking
Statements
Except for the historical information contained
in this Press Release, the matters addressed are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements often discuss the
Company’s current expectations. You can identify forward-looking
statements by the fact that they do not relate strictly to
historical or current facts. These statements may include words
such as “could,” “would,” “will,” “plan,” the negatives thereof and
other words and terms. The forward-looking statements contained in
this Press Release include, but are not limited to, statements
related to the Company’s long-term business plan. By nature,
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
projected or implied by the forward-looking statements.
Forward-looking statements are based on current expectations and
assumptions and currently available data and are neither
predictions nor guarantees of future events or performance. You
should not place undue reliance on forward-looking statements,
which speak only as of the date hereof or as of the date specified
herein. See “Risk Factors” and “Forward-Looking Statements”
included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2023, filed with the Securities and Exchange
Commission (the “SEC”) on March 15, 2024, and subsequent filings
with the SEC, for a discussion of factors that could cause the
Company’s actual results to differ from those expressed or implied
by forward-looking statements. The Company assumes no
responsibility to update any forward-looking statement as a result
of new information, future events or otherwise.
Investor RelationsClaire
Yenicay(203) 900-5555investors@townsquaremedia.com
Townsquare Media (NYSE:TSQ)
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