0001123292-14-000793.txt : 20140804 0001123292-14-000793.hdr.sgml : 20140804 20140804171606 ACCESSION NUMBER: 0001123292-14-000793 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140804 DATE AS OF CHANGE: 20140804 GROUP MEMBERS: MICHAEL S. DELL GROUP MEMBERS: SOF INVESTMENTS, L.P. GROUP MEMBERS: SOF INVESTMENTS, L.P. - PRIVATE V SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Townsquare Media, Inc. CENTRAL INDEX KEY: 0001499832 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 271996555 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88259 FILM NUMBER: 141013846 BUSINESS ADDRESS: STREET 1: 240 GREENWICH AVE. CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-861-0900 MAIL ADDRESS: STREET 1: 240 GREENWICH AVE. CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: Townsquare Media, LLC DATE OF NAME CHANGE: 20100824 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MSD CAPITAL L P CENTRAL INDEX KEY: 0001105497 IRS NUMBER: 742880190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 645 FIFTH AVENUE 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-5910 BUSINESS PHONE: 2123031650 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-5910 SC 13G 1 townsquare13g-08042014.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13G
(Rule 13d-102)
 
Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b)
(Amendment No. )*
 
 
Townsquare Media, Inc.
(Name of Issuer)
 
 
Class A Common Stock
(Title of Class of Securities)
 
 
892231101
(CUSIP Number)
 
 
July 25, 2014
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
       
o   Rule 13d-1(b)  
       
x   Rule 13d-1(c)  
       
o   Rule 13d-1(d)  
       
       
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
CUSIP NO. 892231101 13G    
1 NAMES OF REPORTING PERSONS  
       
   
MSD Capital, L.P.
  
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
      (b) x
       
3 SEC USE ONLY
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION  
     
    Delaware  
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 5 SOLE VOTING POWER  
     
    -0-  
     
6 SHARED VOTING POWER  
     
   
1,636,341
  
     
7 SOLE DISPOSITIVE POWER  
     
    -0-  
     
8 SHARED DISPOSITIVE POWER  
     
   
1,636,341
  
           
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
1,636,341
  
     
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
     
       
11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
     
    15.7%1  
     
12 TYPE OF REPORTING PERSON*  
     
    PN  
     
*SEE INSTRUCTIONS BEFORE FILLING OUT.
 
1   The percentage used above is calculated based on 10,403,583 shares of Class A Common Stock, which is comprised of 8,767,242 shares of Class A Common Stock outstanding as of July 25, 2014 as reported in the Company's Final Prospectus filed with the Commission on July 25, 2014 plus an additional 1,636,341 shares of Class A Common Stock that may become outstanding at any time upon conversion of an equal number of shares of Class C Common Stock held by the Reporting Persons.
 
 
 
CUSIP NO. 892231101 13G    
1 NAMES OF REPORTING PERSONS  
       
   
SOF Investments, L.P.
  
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
      (b) x
       
3 SEC USE ONLY
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION  
     
   
Delaware
  
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 5 SOLE VOTING POWER  
     
    -0-  
     
6 SHARED VOTING POWER  
     
   
189,493
  
     
7 SOLE DISPOSITIVE POWER  
     
    -0-  
     
8 SHARED DISPOSITIVE POWER  
     
   
189,493
  
           
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
189,493
  
     
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
     
       
11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
     
    2.1%2  
     
12 TYPE OF REPORTING PERSON*  
     
    PN  
     
 
*SEE INSTRUCTIONS BEFORE FILLING OUT.
 
2   The percentage used above is calculated based on 8,956,735 shares of Class A Common Stock, which is comprised of 8,767,242 shares of Class A Common Stock outstanding as of July 25, 2014 as reported in the Company's Final Prospectus filed with the Commission on July 25, 2014 plus an additional 189,493 shares of Class A common stock that may become outstanding at any time upon conversion of an equal number of shares of Class C Common Stock held by SOF Investments, L.P.
 
 
 
CUSIP NO. 892231101 13G    
1 NAMES OF REPORTING PERSONS  
       
   
SOF Investments, L.P. - Private V
  
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
      (b) x
       
3 SEC USE ONLY
   
4  CITIZENSHIP OR PLACE OF ORGANIZATION  
     
   
Delaware
  
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 5 SOLE VOTING POWER  
     
    -0-  
     
6 SHARED VOTING POWER  
     
   
1,446,848
  
     
7 SOLE DISPOSITIVE POWER  
     
    -0-  
     
8 SHARED DISPOSITIVE POWER  
     
   
1,446,848
  
           
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
1,446,848
  
     
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
     
       
11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
     
    14.2%3  
     
12 TYPE OF REPORTING PERSON*  
     
    PN  
     
* SEE INSTRUCTIONS BEFORE FILLING OUT.
 
3    The percentage used above is calculated based on 10,214,090 shares of Class A Common Stock, which is comprised of 8,767,242 shares of Class A Common Stock outstanding as of July 25, 2014 as reported in the Company's Final Prospectus filed with the Commission on July 25, 2014 plus an additional 1,446,848 shares of Class A Common Stock that may become outstanding at any time upon conversion of an equal number of shares of Class C Common Stock held by SOF Investments, L.P. – Private V.
 
CUSIP NO. 892231101 13G    
1 NAMES OF REPORTING PERSONS  
       
   
Michael S. Dell
  
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
      (b) x
       
3 SEC USE ONLY
   
4  CITIZENSHIP OR PLACE OF ORGANIZATION  
     
   
United States
  
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 5 SOLE VOTING POWER  
     
    -0-  
     
6 SHARED VOTING POWER  
     
   
1,636,341
  
     
7 SOLE DISPOSITIVE POWER  
     
    -0-  
     
8 SHARED DISPOSITIVE POWER  
     
   
1,636,341
  
           
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
1,636,341
  
     
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
     
       
11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
     
    15.7%1  
     
12 TYPE OF REPORTING PERSON*  
     
    IN  
     
 
 
 
Item 1(a)
Name of Issuer:
   
 
The name of the issuer is Townsquare Media, Inc. (the "Company").
   
Item 1(b)
Address of Issuer’s Principal Executive Offices:
   
 
The Company's principal executive office is located at 240 Greenwich Avenue Greenwich, Connecticut 06830.
   
Item 2(a)
Name of Person Filing:
   
 
This Schedule 13G is being jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), SOF Investments, L.P. ("SOF Investments"), SOF Investments, L.P. - Private V ("SOF Investments Private V") and Michael S. Dell (collectively, the "Reporting Persons"). The securities reported herein are owned directly by SOF Investments and SOF Investments Private V.  MSD Capital is the general partner of SOF Investments and SOF Investments Private V and may be deemed to beneficially own securities owned by SOF Investments and SOF Investments Private V. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
   
 
The Reporting Persons have entered into a Joint Filing Agreement, dated August 4, 2014, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
   
 
Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
   
Item 2(b)
Address of Principal Business Office or, if none, Residence:
   
 
The address of the principal business office of MSD Capital, SOF Investments, and SOF Investments Private V is 645 Fifth Avenue, 21st Floor, New York, New York 10022.

The address of the principal business office of Mr. Dell is c/o Dell, Inc., One Dell Way, Round Rock, Texas 78682.
   
Item 2(c)
 Citizenship:
   
 
Each of MSD Capital, SOF Investments., and SOF Investments Private V, is organized as a limited partnership under the laws of the State of Delaware.
   
Item 2(d)
 Title of Class of Securities:
   
  Class A Common Stock
   
Item 2(e)
 CUSIP No.:
   
  892231101
   
Item 3
 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether theperson filing is a:
   
 
Not Applicable.
 
Item 4
 Ownership:
 
       
  A.  
MSD Capital
 
      (a) Amount beneficially owned: 1,636,341
 
      (b) Percent of class: 15.7%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 1,636,341
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 1,636,341
 
       
  B.  
SOF Investments
 
      (a) Amount beneficially owned: 189,493
 
      (b) Percent of class: 2.1%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 189,493
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 189,493
 
       
  C.  
SOF Investments Private V
 
      (a) Amount beneficially owned: 1,446,848
 
      (b) Percent of class: 14.2%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 1,446,848
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 1,446,848
 
       
  D.  
Michael S. Dell
 
      (a) Amount beneficially owned: 1,636,341
 
      (b) Percent of class: 15.7%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 1,636,341
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 1,636,341
 
       
  E.  
MSD Capital Management LLC
 
      (a) Amount beneficially owned: 1,636,341
 
      (b) Percent of class: 15.7%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 1,636,341
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 1,636,341
 
       
  F.  
Glenn R. Fuhrman
 
      (a) Amount beneficially owned: 1,636,341
 
      (b) Percent of class: 15.7%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 1,636,341
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 1,636,341
 
       
  G.  
John C. Phelan
 
      (a) Amount beneficially owned: 1,636,341
 
      (b) Percent of class: 15.7%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 1,636,341
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 1,636,341
 
       
  H.  
Marc R. Lisker
 
      (a) Amount beneficially owned: 1,636,341
 
      (b) Percent of class: 15.7%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 1,636,341
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 1,636,341
 
 
 
Item 5
Ownership of Five Percent or Less of a Class:
   
 
If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
   
Item 6
Ownership of More Than Five Percent on Behalf of Another Person:
   
 
Not Applicable.
   
Item 7
 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
   
 
Not Applicable.
   
Item 8
Identification and Classification of Members of the Group:
   
 
Not Applicable.
   
Item 9
Notice of Dissolution of Group:
   
 
Not Applicable.
   
Item 10
Certification:
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.
   
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: August 4, 2014
 
MSD Capital, L.P.
  
       
  By: MSDC Management (GP), LLC  
  Its: General Partner  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager  
       
  SOF Investments, L.P.  
       
  By:
MSD Capital, L.P.
  
  Its: General Partner  
       
  By:
MSDC Capital Management LLC
  
  Its: General Partner  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager  
       
 
  SOF Investments, L.P. - Private V  
       
  By:
MSD Capital, L.P.
  
  Its: General Partner  
       
  By:
MSDC Capital Management LLC
  
  Its: General Partner  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager  
       
 
  Michael Dell  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager  
       
 
 
 
EXHIBIT INDEX
     
Exhibit
Description of Exhibit
99.1
Joint Filing Agreement dated August 4, 2014.
 
 
Exhibit 99.1
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
 
(i)       Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
 
(ii)   Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
 
Date:  August 4, 2014
 
MSD Capital, L.P.
  
       
  By: MSDC Management (GP), LLC  
  Its: General Partner  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager  
       
  SOF Investments, L.P.  
       
  By:
MSD Capital, L.P.
  
  Its: General Partner  
       
  By:
MSDC Capital Management LLC
  
  Its: General Partner  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager  
       
  SOF Investments, L.P. - Private V  
       
  By:
MSD Capital, L.P.
  
  Its: General Partner  
       
  By:
MSDC Capital Management LLC
  
  Its: General Partner  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager  
       
  Michael Dell  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager