S-1/A 1 t1401272-s1a.htm AMENDMENT NO. 2 TO FORM S-1
As filed with the Securities and Exchange Commission on July 14, 2014.
No. 333-197002
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Townsquare Media, LLC*
(Exact name of registrant as specified in its charter)
 
Delaware
4832
27-1996555
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)
240 Greenwich Avenue
Greenwich, Connecticut 06830
(203) 861-0900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Stuart Rosenstein
Executive Vice President, Chief Financial Officer and Secretary
240 Greenwich Avenue
Greenwich, Connecticut 06830
(203) 861-0900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies of all communications, including communications sent to agent for service, should be sent to:
 
Joshua N. Korff
Christopher A. Kitchen
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
Luis R. Penalver
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
(212) 701-3000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
CALCULATION OF REGISTRATION FEE
 
 
Title of Each Class of Securities to be Registered
 Amount to be
Registered
Estimated Maximum
Offering Price
Per Share(1)
Proposed
Maximum
Aggregate
Offering
Price(1)(2)
Amount of
Registration
Fee(3)
Class A Common Stock, $0.01 par value per share
9,583,333
$
16.00
$
153,333,328.00
$
19,749.33
 
(1)
  • Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
(2)
  • Includes the offering price of any additional shares of Class A common stock that the underwriters have the option to purchase.
(3)
  • $18,515 of this amount was previously paid in connection with a prior filing of this Registration Statement.
 
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
*
  • Townsquare Media, LLC, a limited liability company organized under the laws of Delaware, is the registrant filing this Registration Statement with the Securities and Exchange Commission. Prior to the closing of this offering, Townsquare Media, LLC will be converted into a corporation organized under the laws of Delaware, pursuant to Section 18-216 of the Delaware Limited Liability Company Act and Section 265 of the General Corporation Law of the State of Delaware. The securities issued to investors in connection with this offering will be shares of common stock in that corporation, which will be named Townsquare Media, Inc.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion
Preliminary Prospectus dated July 14, 2014
PROSPECTUS
8,333,333 Shares
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Townsquare Media, Inc.
Class A Common Stock
 
This is an initial public offering of shares of Class A common stock of Townsquare Media, Inc. We are offering shares of our Class A common stock.
Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price per share of the Class A common stock is expected to be between $14.00 and $16.00. We have applied to list our Class A common stock on the New York Stock Exchange under the symbol “TSQ.”
Following completion of this offering, there will be three classes of authorized common stock outstanding: Class A, Class B and Class C common stock, each par value $0.01 per share. Each holder of Class A common stock is entitled to one vote per share on each matter submitted to a vote of stockholders. Each holder of Class B common stock is entitled to ten votes per share on each matter submitted to a vote of stockholders. Holders of shares of Class C common stock are not entitled to any voting rights with respect to such shares of Class C common stock. Following completion of this offering, certain funds managed by Oaktree Capital Management, L.P. will own a majority of the voting power of the Company through their ownership of Class B common stock.
We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, may elect to comply with certain reduced public company reporting requirements. See “Implications of Being an Emerging Growth Company” on page v.
Investing in our Class A common stock involves risks that are described in the “Risk Factors” section beginning on page 22 of the prospectus.
 
 
Per Share
Total
Public offering price
$
$
Underwriting discounts and commissions
$
$
Proceeds, before expenses, to us
$
$
The underwriters have an option to purchase up to 1,250,000 additional shares from us at the initial public offering price, less the underwriting discount. The underwriters can exercise this option at any time and from time to time within 30 days from the date of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Delivery of the shares of Class A common stock will be made on or about            , 2014.
 
 
BofA Merrill Lynch
Jefferies
RBC Capital Markets
 
Guggenheim Securities
Macquarie Capital
 
The date of this prospectus is            , 2014.

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TABLE OF CONTENTS
 
Page
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
 
We have not and the underwriters have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where such offers and sales are permitted. The information in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or the time of any sale of shares of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

ABOUT THIS PROSPECTUS
Unless we state otherwise or the context otherwise requires, the terms the “Company,” “Townsquare,” “we,” “our,” or “us” refer, prior to the Conversion discussed in the section entitled “Prospectus Summary—Background and Corporate Information,” to Townsquare Media, LLC, and its consolidated subsidiaries, which will be converted into Townsquare Media, Inc. prior to the completion of this offering. Accordingly, all financial and other information herein relating to periods prior to the completion of the Conversion is that of, or derived from, Townsquare Media, LLC.
Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
MARKET, RANKING AND OTHER INDUSTRY DATA
In this prospectus we rely on and refer to information and statistics regarding our industry, the size of certain markets and our position within the sectors in which we compete. Some of the market and industry data contained in this prospectus are based on independent industry publications or other publicly available information, while other information is based on our good faith estimates, which are derived from our review of internal surveys, as well as independent sources listed in this prospectus, and our management’s knowledge and experience in the markets in which we operate. Our estimates have also been based on information obtained from our customers, suppliers and other contacts in the markets in which we operate. We believe that these independent sources and our internal data are reliable as of their respective dates.
TRADEMARKS, SERVICE MARKS AND TRADE NAMES
We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. In addition, our names, logos and website names and addresses are owned by us or licensed by us. We also own or have the rights to copyrights that protect the content of our products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this prospectus are listed without the ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, trade names and copyrights.
This prospectus may include trademarks, service marks or trade names of other companies. Our use or display of other parties’ trademarks, service marks, trade names or products is not intended to, and does not imply a relationship with, or endorsement or sponsorship of us by, the trademark, service mark or trade name owners.
NON-GAAP FINANCIAL MEASURES
We believe that our financial statements and the other financial data included in this prospectus have been prepared in a manner that complies, in all material respects, with generally accepted accounting principles in the United States, or GAAP, and are consistent with current practice with the exception of the presentation of certain non-GAAP financial measures, including Direct Profit, Adjusted EBITDA, Adjusted EBITDA excluding duplicative corporate expenses and Adjusted EBITDA adjusted for certain expenditures (each as defined below).
We define Direct Profit as net income before the deduction of income taxes, other income (expense), net, net loss on derivative instruments, loss on early extinguishment of debt, interest expense, net, change in fair value of contingent consideration, transaction and other restructuring costs, corporate expenses, net (loss) gain on sale of assets and depreciation and amortization. Adjusted EBITDA is defined as Direct Profit less corporate expenses (excluding stock-based compensation). Adjusted EBITDA excluding duplicative corporate expenses is Adjusted EBITDA as further adjusted for pro forma adjustments to corporate expenses to reflect the removal of duplicative acquired company corporate expenses. Adjusted EBITDA adjusted for certain expenditures is calculated from Adjusted EBITDA by

subtracting net cash interest expense, capital expenditures and cash paid for taxes and, in the case of Adjusted EBITDA adjusted for certain expenditures pro forma for the year ended December 31, 2013, as adjusted to reflect the removal of duplicative acquired company corporate expenses. Direct Profit, Adjusted EBITDA, Adjusted EBITDA excluding duplicative corporate expenses and Adjusted EBITDA adjusted for certain expenditures do not represent, and should not be considered as alternatives to, net income or cash flows from operations, as determined under U.S. generally accepted accounting principles, or GAAP. We use Direct Profit, Adjusted EBITDA and Adjusted EBITDA excluding duplicative corporate expenses to facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting net interest expense), taxation and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance. In addition, we use Direct Profit to analyze the performance of our operating business without regard to corporate expenses, which management believes is useful because such expenses are not necessarily indicative of the performance of our operating business. Further, while discretionary bonuses for members of management are not determined with reference to specific targets, our Board of Directors may consider Direct Profit, Adjusted EBITDA and Adjusted EBITDA excluding duplicative corporate expenses when determining discretionary bonuses.
We further believe that Direct Profit, Adjusted EBITDA, Adjusted EBITDA excluding duplicative corporate expenses and Adjusted EBITDA adjusted for certain expenditures are used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present Direct Profit, Adjusted EBITDA, Adjusted EBITDA excluding duplicative corporate expenses and Adjusted EBITDA adjusted for certain expenditures measures when reporting their results. We present Direct Profit, Adjusted EBITDA, Adjusted EBITDA excluding duplicative corporate expenses and Adjusted EBITDA adjusted for certain expenditures because we believe that they are useful for investors to analyze disclosures of our operating results on the same basis as that used by our management. We believe Direct Profit is also useful to investors because it aids in analyzing the performance of our business without regard to corporate expenses, which are not necessarily indicative of the performance of our operating business. Direct Profit, Adjusted EBITDA, Adjusted EBITDA excluding duplicative corporate expenses and Adjusted EBITDA adjusted for certain expenditures are not necessarily comparable to other similarly titled financial measures of other companies due to the potential inconsistencies in the method of calculation. For further information, see “Prospectus Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial and Other Data” and “Unaudited Pro Forma Condensed Consolidated Financial Information.”
Direct Profit, Adjusted EBITDA, Adjusted EBITDA excluding duplicative corporate expenses and Adjusted EBITDA adjusted for certain expenditures have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP. Some of these limitations are:
  • Direct Profit, Adjusted EBITDA, Adjusted EBITDA excluding duplicative corporate expenses and Adjusted EBITDA adjusted for certain expenditures do not reflect changes in, or cash requirements for, our working capital needs;
  • Direct Profit, Adjusted EBITDA and Adjusted EBITDA excluding duplicative corporate expenses do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
  • Direct Profit, Adjusted EBITDA and Adjusted EBITDA excluding duplicative corporate expenses do not reflect our income tax expense or the cash requirements to pay our income taxes;
  • Direct Profit, Adjusted EBITDA and Adjusted EBITDA excluding duplicative corporate expenses do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
  • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Direct Profit, Adjusted EBITDA and Adjusted EBITDA excluding duplicative corporate expenses do not reflect any cash requirements for such replacements;

  • Direct Profit does not reflect corporate expenses (excluding stock-based compensation); and
  • other companies in our industry may calculate Direct Profit, Adjusted EBITDA, Adjusted EBITDA excluding duplicative corporate expenses and Adjusted EBITDA adjusted for certain expenditures differently, limiting their usefulness as comparative measures.
Because of these limitations, Direct Profit, Adjusted EBITDA, Adjusted EBITDA excluding duplicative corporate expenses and Adjusted EBITDA adjusted for certain expenditures should not be considered as discretionary cash available to us to reinvest.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY
As a company with less than $1.0 billion in revenue during our most recently completed fiscal year, we qualify as an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by Section 102 of the Jumpstart Our Business Startups Act (the “JOBS Act”). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies that are not emerging growth companies. These provisions include:
  • reduced disclosure about our executive compensation arrangements;
  • not being subject to non-binding shareholder advisory votes on executive compensation or golden parachute arrangements; and
  • an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.
We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earlier of (i) the last day of the fiscal year in which our annual gross revenue exceeds $1.0 billion, (ii) the last day of the fiscal year that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period. We may choose to take advantage of some or all of these reduced disclosure obligations. The JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.


PROSPECTUS SUMMARY
This summary highlights material information about our business and about this offering. This is a summary of material information contained elsewhere in this prospectus and is not complete and does not contain all of the information that may be important to you. For a more complete understanding of our business and this offering, you should read this entire prospectus, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Business,” “The Transactions” and the financial statements and the related notes thereto included elsewhere in this prospectus.
Unless the context requires otherwise, references in this prospectus to “we,” “our,” “us,” “Townsquare Media,” “Townsquare” and the “Company” are to Townsquare Media, LLC and its consolidated subsidiaries, which will be converted into Townsquare Media, Inc. prior to the completion of the offering. An indirect, wholly owned subsidiary of Townsquare Media, LLC, Townsquare Radio, LLC, together with Townsquare Radio, Inc., are the co-borrowers under our Senior Secured Credit Facility and co-issuers of our 9.00% Senior Notes due 2019. Unless the context requires otherwise, references in this prospectus to the “borrower” and “Townsquare Radio” are to Townsquare Radio, LLC.
OUR COMPANY
Townsquare Media is an integrated and diversified media and entertainment company that owns and operates market leading radio stations, digital and social properties and live events in small and mid-sized markets across the United States, delivering national scale and expertise to the communities we serve on a local level. Our integrated and diversified product and service offerings, which we refer to as Townsquare Everywhere, enable local, regional and national advertisers to target audience engagement across multiple platforms, including on-air, online and at live events. For national advertisers, we supplement our local offerings with the nationwide reach of our owned, operated and affiliated music and entertainment websites, which, on a combined basis, attracted approximately 78 million U.S. based unique visitors in March 2014 as well as certain larger scale live events. Our Townsquare Everywhere capabilities, combined with our leading market position in small and mid-sized markets, together enable us to generate higher total revenue per audience member than radio station owners focused on larger markets. Townsquare offers our audience original entertainment, music and lifestyle media experiences that connect them with content they love, people they trust and products they want.
In the year ended December 31, 2013, pro forma for the Transactions (as defined in “—The Transactions”), the Company recorded $345.1 million of net revenue, $17.3 million of net income and $94.9 million of Adjusted EBITDA excluding duplicative corporate expenses. Pro forma for the Transactions, net revenue in 2013 grew 2.2% year-over-year and, excluding the effect of political advertising revenue, grew 4.7% year-over-year. In the year ended December 31, 2013, on an as reported basis, the Company recorded $268.6 million of net revenue, $10.1 million of net income and $62.2 million of Adjusted EBITDA, which represented 20.6%, 58.0% and 20.0% year-over-year growth, respectively. In the year ended December 31, 2012, on an as-reported basis the Company recorded $222.7 million of net revenue, $6.4 million of net income and $51.9 million of Adjusted EBITDA. In the three months ended March 31, 2014, we derived approximately 26% of our net revenue from sources other than the sale of terrestrial radio station advertising. We refer to this revenue as non-spot revenue. As of March 31, 2014, we had $645.0 million of outstanding indebtedness, substantially all of which was incurred in relation to the Transactions. As of March 31, 2014, after giving effect to this offering and the application of the net proceeds, together with cash on hand, as described in “Use of Proceeds,” we would have had approximately $485.3 million of outstanding indebtedness.


Townsquare Media Local Advertising Footprint
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Key Company Highlights
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1.
  • Based on Nielsen Fall 2013 data, our radio stations reach a weekly cumulative audience of approximately 11.6 million listeners, representing approximately 70% of the population aged 12 years and older in our Local Advertising Nielsen defined Metro Survey Areas.


Local Advertising
Our Local Advertising segment is composed of 312 owned and operated radio stations and over 325 owned and operated local websites in 66 small and mid-sized markets. Our radio stations capture the number one market share of radio revenue in 43 out of our 66 markets, with 22 capturing the number two market share. Almost all of our radio stations have local companion websites that utilize the station brands and are populated with proprietary, original content created or curated by our local media personalities.
We are the third largest owner of radio stations in the United States, based on the number of radio stations owned, and we believe that we are the largest, best-capitalized owner and operator of radio stations focused solely on serving audiences and advertisers in small and mid-sized markets. Our markets have historically exhibited lower volatility in radio advertising spending, unemployment rates and real estate values as compared to U.S. national averages. These markets also typically have fewer media competitors than their large market counterparts. Our Local Advertising operations are organized around a regional strategy with cluster concentrations in and around the Northeast, Upper Midwest, Texas and the Mountain West.
The largest market in which we operate our Local Advertising segment is Monmouth-Ocean, New Jersey, which is ranked by Nielsen Holdings N.V. (“Nielsen”) as the 53rd largest radio market in the United States by population. Approximately 90% of our Nielsen rated markets are ranked between 100 and 300 by population size. Based on Nielsen Fall 2013 data, our radio stations reach a weekly cumulative audience of approximately 11.6 million listeners, representing approximately 70% of the population aged 12 years and older in our Local Advertising Nielsen defined Metro Survey Areas.
Our Local Advertising segment represented approximately 89% and 86% of our revenue for the years ended December 31, 2012 and 2013, respectively. Our primary source of Local Advertising revenue is the sale of advertising and sponsorship on our radio stations, websites, radio stations’ online streams and mobile applications.
Our radio stations and local websites are broadly diversified in terms of brand, music format and target demographics. Many of our brands enjoy a long, often multi-decade, heritage in our markets, increasing their relevance and resonance with our audience. The strength of our brands, combined with the size and targeted nature of our audience, enables us to compete for advertising expenditures against television and print media as well as other radio and local digital competitors.
Our local websites leverage our radio brands, extensive and integrated on-air promotion and the relevancy of the content to drive audience engagement. We also use our brands’ social media channels to drive traffic to our local websites where we are able to monetize the resulting audience engagement. All of our local websites are search engine and mobile optimized. In March 2014, our local websites aggregated approximately 12 million U.S. based unique visitors according to Google Analytics. The number of monthly U.S. based unique visitors reached by our local websites in March 2014 was larger than our radio stations’ weekly cumulative audience, based on the latest available information from Nielsen.
In March 2014, our local media personalities created or curated approximately 40,000 pieces of original local content on our local websites, in addition to the audio content provided by our radio stations’ online streams. Our local websites also feature a growing portion of video content, which is generally locally focused. In addition to providing a more robust content offering to our audience, our video platform enables us to offer digital video advertising solutions to our advertisers, thereby allowing Townsquare to participate in the rapidly growing digital video advertising marketplace.
Other Media and Entertainment
Our Other Media and Entertainment business is composed of our live events, digital marketing services offering, e-commerce offering and national digital assets. These assets extend our audience and advertiser reach into and beyond our Local Advertising markets.
Other Media and Entertainment represented approximately 11% and 14% of our revenue for the years ended December 31, 2012 and 2013, respectively. Our primary source of Other Media and Entertainment revenue is from ticket sales, national digital advertising and digital marketing services. Additionally, our live events generate substantial revenue through the sale of sponsorships, concessions, merchandise and other ancillary products.


Live Events.
We create, promote and produce a diverse range of live events, including musical concerts, multi-day music festivals, consumer expositions and trade shows, lifestyle events and other forms of entertainment. Our live events are local and community-based in nature and offer unique, out-of-home experiences to our audience as well as sponsorship, exhibit space and activation opportunities to our advertisers. We often customize live events that we operate in our Local Advertising markets to offer entertainment that complements the formats of our radio stations and local websites, reinforcing our brand integration while allowing us to further monetize our existing audience and advertiser relationships. Our live events in our Local Advertising markets are typically executed by our in-market teams, while leveraging in-house centralized underwriting, talent booking and general and administration infrastructure. We replicate live events that demonstrate a track record of success in additional markets, many of which are within our Local Advertising footprint, where we are able to utilize existing assets and employees. Over the twelve months ended March 31, 2014, pro forma for the Transactions, we produced approximately 500 live events, approximately 90% of which are annually-recurring branded franchises, that attracted approximately 600,000 attendees in total.
Digital Marketing Services.
We offer digital marketing solutions, on a subscription basis, to small and mid-sized local and regional businesses (“SMBs”) in small and mid-sized markets across the United States, including markets in which we operate our Local Advertising segment. Our digital marketing services, offered under the brand name Townsquare Interactive, include traditional and mobile-enabled website development and hosting services, search engine and online directory optimization services, online reputation management and social media management. In each of our Local Advertising markets, our local sales force, together with promotion across our radio, digital and live events assets, provides a natural and meaningful source of sales lead generation for Townsquare Interactive.
National Digital Assets.
We own and operate a portfolio of 16 music and entertainment focused national websites, including Taste of Country, PopCrush, ScreenCrush, Ultimate Classic Rock, Loudwire, The Boombox and ComicsAlliance. Our national websites published approximately 4,000 pieces of original content in March 2014, catering to music and entertainment enthusiasts. Many of our national websites are category leaders. For example, in March 2014, according to ComScore, PopCrush amassed the largest digital audience among pop music focused websites. Taste of Country, Ultimate Classic Rock and Loudwire were also their category leaders during the same period. We employ a dedicated national digital advertising sales force based in New York with a presence in Los Angeles, Chicago, Dallas, San Francisco and Detroit, which is among the largest sales forces pursuing music targeted advertising in the digital landscape.
We own and operate the nation’s largest digital advertising network focused on music content. This digital advertising network provides services such as advertising sales representation and advertising trafficking to approximately 150 third-party music and entertainment focused affiliate websites, such as Just Jared, Hype Machine and Contact Music. In most cases, the digital properties we represent through our digital advertising network do not employ a sales force to pursue advertising revenue. We are compensated for the services we provide to our affiliate websites through revenue-sharing arrangements. While such revenue-sharing arrangements are each individually negotiated, in general, revenue is split on a percentage basis. For the year ended December 31, 2013, pro forma for the Transactions, approximately 60% of our national digital revenue was derived from revenue-sharing arrangements with our affiliate websites. In March 2014, our digital properties reached over 78 million unique visitors (consisting of approximately 9 million unique visitors to websites we own and operate and approximately 69 million unique visitors to our affiliated websites), which represented the single largest audience reach among music focused digital advertising networks in the United States, according to ComScore. In March 2014, the digital properties we represent, together with our owned and operated national websites, generated more monthly U.S. unique visitors than any other digital advertising network focused on music content, including MTV Networks and Q1Media, which in March 2014 were the next largest digital advertising networks focused on music content.


Business Integration
Across our businesses and throughout the Townsquare Media ecosystem, we are able to distribute our proprietary content across a variety of mediums including terrestrial radio, online radio streams, local and national websites, social media channels, mobile phone and tablet-based applications, as well as at our live events. This multi-channel exploitation of our content creates numerous monetization opportunities against the same content with little or no incremental cost and increases our audience engagement as well as our relevance to advertisers.
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Competitive Strengths
We believe that we are well-positioned to capitalize on the following competitive strengths to achieve further growth in revenue, Adjusted EBITDA and Adjusted EBITDA adjusted for certain expenditures:
National Scale and Media Expertise, on a Local Level, in Small and Mid-Sized Markets.
Our scale, national reach and expertise in media and entertainment across our portfolio of Local Advertising assets in small and mid-sized markets provide significant competitive advantages.
  • Large-Market Products, Technology and Practices Deployed in Small and Mid-Sized Markets. Our flexible and customized content management system, digital advertising products and delivery capabilities, mobile applications, digital marketing services capabilities, online video content and repeatable live event templates allow us to deliver world-class products supported by advanced technology in small and mid-sized markets. We believe we can offer superior solutions for advertisers and audiences alike as compared to many of our local competitors.
  • National Scale with Local Focus. We believe we are the largest and best-capitalized owner and operator of radio stations focused solely on small and mid-sized markets in the United States. This national scale allows us to have greater relevance to, and awareness from, our advertising clients while sharing best practices for strategy and operations across our asset portfolio.


Captive Local Audience Drives Superior Opportunity in Small and Mid-Sized Markets.
The competitive and economic environments found in small and mid-sized markets, particularly the markets where we have an established presence, provide significant advantages to us and, we believe, reduce the volatility in our financial results.
  • Attractive Competitive Landscapes. There are fewer and less well-capitalized, local media competitors across our small and mid-sized markets relative to larger markets. In 43 of our 66 local markets, we do not compete against any of the five largest English language national radio competitors, as measured by revenue. We believe this competitive landscape allows our brands to gain a greater share of both audience and advertising expenditures in our markets than what is generally achieved by peers operating in large markets.
  • Lower Economic Volatility in Small and Mid-Sized Markets. Our markets have, on average, exhibited lower volatility in radio advertising spending, unemployment rates and real estate values as compared to national averages, resulting in more stable radio advertising revenue compared to the national average over the last five years.
  • Strategically Assembled Market Portfolio Characterized by Stable, Locally Significant Institutions. We have assembled a collection of small and mid-sized markets, organized in regional clusters, supported by stable, locally significant institutions such as universities, military bases, state capitals, regional medical centers and retail hubs, and state fairs. We believe these stabilizing institutions will further reduce volatility of advertising spending in our markets.
  • #1 or #2 Revenue Market Share in Nearly All of Our Markets. Our brands, in the aggregate, capture the largest or the second largest radio revenue share in 65 of our 66 markets, 43 of which are ranked number one. This leading market share position is indicative of our audience reach and engagement as well as our relevance to advertisers in our markets.
  • Strong Relationships with Local and Regional Advertisers. In the three months ended March 31, 2014, we generated approximately 80% of our revenue from a broad array of local and regional advertisers across a number of industries. We generate substantially all of our Local Advertising revenue by selling directly to local advertisers, as well as to local and regional advertising agencies which affords us the opportunity to better present our products to advertisers, cross sell products and more directly influence their advertising expenditure decisions.
  • Geographic Diversification with Strength in Northeast, Upper Midwest, Texas and Mountain West. Our Local Advertising assets are geographically diversified, which helps to mitigate potential regional economic volatility and inclement weather events. By clustering our markets in certain geographic regions we are able to create compelling audience coverage for regional advertisers and to benefit from scale economies.
Diversified and Integrated Product Offering—Townsquare Everywhere.
Our diversified product offerings substantially differentiate us from our competition. This allows us to provide superior solutions to both our audience and advertisers, underpins our growth strategy and, we believe, helps to mitigate the risks associated with advertising revenue concentration.
  • Audience Engagement In and Out-of-Home, Across Multiple Platforms. We offer our audience the ability to access our branded content on-air, online and on-site across multiple distribution channels. We believe that leveraging technology to make our branded content experiences accessible between devices and locations strengthens our audience engagement.
  • Targeted Audience Reach, Closer to the Point of Sale, to Local, Regional and National Advertisers. A significant portion of our audience engagement occurs when our audience is out-of-home, particularly in the car, in the office or at our live events. Our audience frequently interacts with our content in close proximity to purchase events.


  • Launch Point for Non-Radio Products. Our radio reach and engagement provide a powerful promotional vehicle from which we are able to grow our existing and new websites, online radio streams, mobile applications, digital marketing services and live events. We believe that the increased interaction with consumers across these new products and platforms in turn reinforces consumer loyalty and affinity toward our radio brands and enables us to develop and grow complementary products in our markets.
  • Diversified Revenue Base. We generate revenue from a diversified base of products and services, advertisers and markets. In the three months ended March 31, 2014, approximately 26% of our net revenue was derived from non-spot revenue. For the twelve months ended March 31, 2014, no single advertiser represented more than 2% of our revenue, no advertising category represented more than 20% of our revenue and we did not generate more than 10% of our revenue in any one market or 15% of our revenue in any one state.
  • Monetization of Our Audience Relationships. Our Townsquare Everywhere capabilities, combined with our leading market position in small and mid-sized markets based on radio revenue share, together enable us to generate higher total revenue per audience member than radio station owners focused on larger markets. In 2013, both on an as reported basis and pro forma for the Transactions, we realized approximately $30 of revenue per listener, based on Nielsen’s Fall 2013 weekly cumulative audience data.
Influential Local and National Brands.
  • Strong Brand Recognition with Deep Local Heritage. Our brands are well positioned, both to defend their competitive position in the radio medium and to expand their competitive position online, on mobile devices and in live events, which will allow for greater audience reach and deeper, more frequent interaction with our audience.
  • Original Live Events and Nationally Oriented Digital Brands Delivering Exponential Audience Growth. In addition to our heritage brands, we have established several new brands that have experienced significant audience growth since their inception. We have also established a number of new branded live events, including craft beer festivals, concerts, tours, fairs and expos, as well as a multi-day music festival, all of which together attracted nearly 200,000 attendees over the twelve months ended March 31, 2014.
Focus On Providing Original Entertainment, Music and Lifestyle Media Experiences to Our Audience.
We believe that our focus on providing original entertainment, music and lifestyle media experiences to our audience is a key driver of our powerful audience reach and engagement metrics.
  • Market Leadership in High-Quality, Live and Locally-Focused Content. In our markets, we are among the largest providers of locally-focused content available to consumers, including in-car commuters. The quality and availability of our locally-focused content allows our brands to distinguish themselves from other local advertising offerings, attract larger audiences and build a loyal audience base. Several of our competitors, particularly in print media, are reducing the amount of original local content they are producing or creating pay-walls that restrict access to their digital content. We believe these trends will continue to advantage our offerings to our audience versus other media mediums.
  • Expertise in Music and Entertainment. We believe that our expertise in the creation of music and entertainment content represents the foundation of our audience value proposition and is, in part, responsible for many of the strong metrics evidencing our broad and deep audience engagement, our ability to attract employees who excel at content production and our success with advertisers seeking to reach the valuable consumers attracted by our premium content.


Attractive Radio Industry Fundamentals.
The local media industry is an important medium for advertisers to reach targeted local consumers and for consumers to engage with relevant local content and events. Radio is a significant component of local advertising spend as it remains a highly relevant and important medium for consumers.
  • Stable and Engaged Audience Base. Despite the increased number of alternative mediums, terrestrial radio has experienced negligible audience fragmentation over the past 40 years and remains a significant source of daily media exposure. According to the Radio Advertising Bureau, in 2013 terrestrial radio broadcasts reached approximately 92% of American consumers each week, approximately unchanged since 1970.
  • Cost-Effective Value Proposition to Advertisers. Given the stability of its audience, its broad reach and its relatively low cost as compared to competing advertising mediums such as television, we believe radio continues to offer an attractive value proposition to advertisers. According to SNL Kagan, radio advertising expenditures are projected to grow 1.0% on an average annual basis for the next 5 years.
  • Trusted and Socially-Influential Local Media Personalities. Recent research suggests that radio personalities are trusted by their audience and are socially influential. Six out of ten listeners in a joint Clear Channel/University of Southern California study, released in April 2014, say radio on-air personalities are “like a friend,” whose opinions they trust. Additionally, more than half of the study participants agreed that they trust brands, products, and services recommended by their favorite on-air personality.
  • Free Delivery of Local Content to End-Users. Terrestrial radio’s free content distribution model provides an effective competitive advantage against other mediums, particularly those that deploy a subscription-based business model or rely on costs associated with internet connectivity or bandwidth use. In most of our markets, radio represents the only local content available to consumers free of charge.
Key Provider of Safety Information and Charitable Support in the Communities We Serve.
Our radio stations and local websites, together with our employees, play a vital role in the communities we serve by providing emergency information in times of crisis and by supporting a wide variety of charitable endeavors. During weather and other emergencies, our audience and government officials rely on our radio stations to disseminate critical, occasionally life-saving, information. Our radio stations and local websites also routinely support charity and community events through on-air and digital promotions to bolster fundraising activities and emergency relief efforts. These efforts further strengthen our position with both our audience and our advertisers.
Reliable and Substantial Cash Flow Generation.
Our business enjoys strong cash flow generation owing to the relatively limited capital needs of our operation. During the year ended December 31, 2013, pro forma for the Transactions, we recorded $9.9 million of capital expenditures which represented 2.9% of net revenue during the same period. In addition, we benefit from certain tax attributes to generate tax deductions which have historically limited the amount of cash taxes we pay. As a result, during the year ended December 31, 2013, capital expenditures and cash tax expenses together represented 36.4% of our cash flow from operations.
Strong, Experienced and Incentivized Management Team and Committed, Well-Capitalized Sponsors.
We have an experienced senior management team with a proven, multi-disciplinary track record of delivering results for stakeholders. Further, certain funds managed by Oaktree Capital Management, L.P. (“Oaktree”) own a majority of our equity. Oaktree is a leading global investment management firm focused on alternative markets and provides strong sponsorship, strategic support and financial resources for our continued growth.


Operating Strategy
The principal features of our operating strategy are:
Diversify Revenue Mix by Continuing to Grow Digital and Live Events Revenue Streams.
The natural synergies between our products allow us to leverage our operating structure and better monetize existing audience and advertiser relationships. Based on our recent success, we intend to continue to drive our digital audience, roll out new digital products and increase the number of live events we operate, both organically and through acquisitions.
Solidify Our Position in Our Markets.
Our market positioning is supported by the demonstrable and consistent positive results our products produce for advertisers. The price point for radio advertising on a cost per thousand basis is lower than most other local media which deliver similar scale. This makes radio more affordable and accessible for the type of small and mid-sized businesses typically found in our markets.
Continue to Develop New Products That Foster Interaction with Our Audience Across Multiple Mediums and Increase Monetization Opportunities.
Our audience reach, combined with our direct relationship with local advertisers in our markets, positions us to launch and monetize new products and services, further diversifying and growing our revenue. In recent years, we have introduced mobile station streaming applications (radioPup), an e-commerce product (Seize the Deal) and a digital presence and marketing services platform (Townsquare Interactive). In addition to delivering non-spot revenue growth, these products and services frequently appeal to advertisers in our markets who may not access our radio products, thereby increasing our overall customer base and advertising market share.
Continue to Build Our Premium Portfolio of Brands.
Our branding strategy is fundamental to growing our audience and revenue. Across our markets, we have a large portfolio of distinct local brands that resonate with and appeal to our audiences. Many of our brands have several decades of heritage in our markets. Consumers associate our brands with high quality, locally-relevant content and entertainment. We intend to continue to invest in marketing and promotions in support of our brands and to actively participate in community events to increase our local market presence.
Focus on Differentiated Live and Local Content.
We generally provide a larger proportion of live and local content relative to other local media offerings in our markets. We believe such live and local content is more engaging to our audience and significantly differentiates our offerings in an increasingly crowded media landscape, mitigating the threat of audience attrition. Many audio media offerings that we compete with, including Pandora, Spotify and SiriusXM, do not offer local content in our markets. For the three months ended March 31, 2014, approximately 90% of our net revenue was tied to live and local programming and other original content.
Deepen Relationships with Advertisers to Increase Share of Advertising Spend.
We are committed to growing our sales force, training our sales personnel and investing in programs that allow us to deepen relationships with our advertisers, including developing new products that will allow our content, and our advertisers, to reach a broader audience more frequently and in more locations. Over time, we believe we can capture a greater share of the advertising expenditure in our markets across all mediums.
Capitalize on Strong Positions and Brands in Country, News/Talk/Sports and Rock Formats.
We own 67, 66 and 54 radio stations, representing approximately 21%, 21% and 17% of our radio stations, respectively, which are formatted with Country, News/Talk/Sports and Rock content, respectively. The majority of our radio stations airing these formats capture the largest audience among radio stations


airing similar content in their respective markets, as ranked by Nielsen or other ratings services. We create audio programming, online content and live events which leverage our strength in these formats, together with the strength of our brands. We intend to continue to use our expertise and knowledge in these formats to share best practices and optimize content across our portfolio, in order to maximize audience aggregation within these formats.
Leverage Scalable Structure and Continue to Improve Operating Efficiencies Across Our Company.
Our various media products share common, largely fixed-cost operating infrastructure, resulting in significant scale economies. We also negotiate vendor contracts with key suppliers on a centralized basis, which reduces costs. As a result, as we grow our revenue, a significant majority of each incremental dollar of revenue is converted into incremental Adjusted EBITDA.
Recent Developments
Preliminary Estimated Second Quarter Financial Results
We expect to report financial results related to the quarter ended June 30, 2014 on or about August 7, 2014. We expect our net revenue for the three months ended June 30, 2014 to be in the range of $105.0 million to $106.5 million. We expect Adjusted EBITDA for the three months ended June 30, 2014 to be in the range of $28.0 million to $29.0 million. Adjusted EBITDA is a non-GAAP measure. For a definition of Adjusted EBITDA, as well as reasons why management believes the inclusion of Adjusted EBITDA is appropriate to provide additional information to investors about our performance and certain limitations of the measure, see “Prospectus Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial and Other Data.”
The unaudited estimates and statements above are the opinion of management and represent estimates and expectations based on the most current information available. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could affect our actual results. Our actual results may differ materially from these estimates due to the completion of our financial closing procedures, final adjustments and other developments that may arise between now and the time the financial results for our second quarter are finalized. You should evaluate all forward-looking statements contained in this prospectus in the context of these risks and uncertainties. Important factors that could cause actual results to differ materially from our expectations, are disclosed under “Forward-Looking Statements” contained elsewhere in this prospectus. The preliminary financial data included in this prospectus have been prepared by and is the responsibility of management. Our independent registered public accounting firm, McGladrey LLP, has not audited, reviewed, compiled or performed any procedures with respect to the accompanying preliminary financial data. Accordingly, McGladrey LLP does not express an opinion or any other form of assurance with respect thereto.
Revolving Credit Facility Expansion
On July 11, 2014, the Company entered into an amendment to the Senior Secured Credit Facility, providing for an increase in the amount of the Revolving Credit Facility from $10.0 million to $25.0 million.
Equity Compensation Charge Related to Conversion
In connection with the Company’s conversion from a limited liability company to a Delaware corporation, the Company will replace its existing management equity compensation program with between 199,460 and 314,980 shares of the Company’s Class A common stock and between 284,434 and 449,169 shares of the Company’s Class B common stock and a new grant of options to purchase between 3,026,483 and 2,836,991 shares of Class A common stock and options to purchase between 3,836,717 and 3,560,225 shares of Class B common stock, in each case based on the offering price range on the cover page of this prospectus. In connection with these grants, in the third calendar quarter of 2014, the Company will record a one-time, non-recurring, non-cash stock based compensation expense, of between approximately $47.7


million and $55.8 million, based on the offering price range on the cover page of this prospectus. Were the Company to complete this offering as a limited liability company, the Company would not have replaced its existing management equity compensation program and would therefore not need to record any stock-based compensation expense in connection therewith.
Background and Corporate Information
Townsquare Media, LLC was formed on February 26, 2010. On March 1, 2010, one of our now wholly-owned subsidiaries, which was formerly known as Regent Communications, Inc. (“Regent”), filed for relief under Chapter 11 of the United States Bankruptcy Code. Pursuant to a pre-arranged plan of reorganization, Regent emerged from bankruptcy protection on April 27, 2010. As a result of the Regent bankruptcy, the Company owned 100% of Regent, Oaktree became our controlling equity holder, our current senior management team joined the Company and we began to pursue our current business strategy. Our various subsidiaries were assembled under common control since our formation in a series of transactions executed under the direction of our current senior management team, together with certain funds managed by Oaktree. For additional information on the reorganization, the Transactions and other material transactions since the reorganization, see “The Transactions.” As of March 31, 2014, funds managed by Oaktree and affiliates of GE Capital Corporation (“GE Capital”) owned approximately 62% and 18%, respectively, of Townsquare Media, LLC’s equity.
In connection with this offering, Townsquare Media, LLC will be converted into a Delaware corporation and be renamed Townsquare Media, Inc. It is contemplated that, pursuant to such conversion, each unit and warrant to purchase units of Townsquare Media, LLC will be exchanged for a number of shares of Townsquare Media, Inc. Class A, Class B and Class C common stock, and options and warrants to purchase shares of Class A common stock of Townsquare Media, Inc. The conversion will be structured so as to retain the relative equity interests of each of the respective equityholders in the Company. Each holder of Class A common stock is entitled to one vote per share on each matter submitted to a vote of stockholders. Each holder of Class B common stock is entitled to ten votes per share on each matter submitted to a vote of stockholders. Holders of shares of Class C common stock are not entitled to any voting rights with respect to such shares of Class C common stock. The foregoing transactions in this paragraph are herein called the “Conversion.” See “Description of Capital Stock” for more information.
Our principal executive offices are located at 240 Greenwich Avenue, Greenwich, Connecticut 06830 and our telephone number is (203) 861-0900. Our website can be found on the internet at www.townsquaremedia.com. The information contained on our website or that can be accessed through our website is not part of this prospectus and you should not rely on that information when making a decision as to whether to invest in our Class A common stock. 


Our corporate organization structure immediately upon completion of this offering is described below:
[MISSING IMAGE: t1401272_orgchart.jpg]
 
(1)
  • Does not include economic or voting interest of warrants to purchase approximately 9.5 million shares of Class A common stock, which are immediately exercisable for a de minimis exercise price per share.
(2)
  • To be repaid in connection with this offering. See “Use of Proceeds.”
(3)
  • Co-issued by Townsquare Radio, Inc., a wholly-owned subsidiary of Townsquare Radio, LLC.
The Transactions
We have a successful track record of integrating acquisitions. Since our current senior management team joined the Company in May 2010, we have expanded our radio station portfolio from 60 stations to 312 stations by successfully completing 11 transactions. We intend to continue to pursue attractively-priced acquisitions of radio stations, websites and live events. We target assets that have strong brands, enjoy leading market share positions, generate strong cash flow and generally possess traits consistent with our existing assets. We use the term “Transactions” to refer to all acquisitions and divestitures that were completed from January 1, 2012 to March 31, 2014. The Transactions include, but are not limited to, the acquisition of MAC Events (“MAC”), which closed on November 20, 2013, the acquisition of our Boise market from Peak II Holding, LLC (“Boise” or “Peak”), which closed on November 14, 2013, the acquisitions of certain assets from Cumulus Media, Inc. (“Cumulus II,” which closed on November 14, 2013 and “Cumulus I,” which closed on July 31, 2012), the acquisition of Country Jam, which closed on July 12, 2013, certain smaller acquisitions of live events acquired from January 1, 2012 through March 31, 2014, the acquisition of MMN Media, Inc. (“MMN”), which closed on August 10,


2012, and the acquisition of certain assets from Double O Corporation (“Double O”), which closed on February 29, 2012. The Transactions are disclosed in more detail in our annual consolidated financial statements included elsewhere in this prospectus and in the section entitled “The Transactions.”
Our Equity Sponsor
Prior to the completion of this offering, certain funds managed by Oaktree collectively hold a majority of the equity of the Company. Oaktree is a leader among global investment managers specializing in alternative investments, with $86.2 billion in assets under management as of March 31, 2014. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in distressed debt, corporate debt (including high yield debt and senior loans), control investing, convertible securities, real estate and listed equities. Headquartered in Los Angeles, California, the firm has over 800 employees and offices in 16 cities worldwide.
Immediately after the consummation of this offering, certain funds managed by Oaktree will beneficially own approximately 2.1 million shares of our Class B common stock and approximately 8.6 million shares of our Class A common stock underlying warrants, which together will represent approximately 54.0% of the voting power of our common stock. Pursuant to a Stockholders’ Agreement we intend to enter into with Oaktree, FiveWire Media Ventures LLC (“FiveWire”) (an entity formed for the purpose of investing in the Company by certain members of management, including Steven Price, Stuart Rosenstein, Alex Berkett and Dhruv Prasad (together with FiveWire, the “FiveWire Holders”)) and the other FiveWire Holders upon consummation of this offering (the “Stockholders’ Agreement”), Oaktree will have an irrevocable proxy to vote the shares held by the FiveWire Holders, subject to certain ownership thresholds described below and as a result, Oaktree will control approximately 77.8% of the voting power on matters presented to our stockholders, assuming the underwriters do not exercise their option to purchase additional shares. If the underwriters exercise in full their option to purchase additional shares, Oaktree will beneficially own approximately 2.1 million shares of our Class B common stock and approximately 8.6 million shares of our Class A common stock underlying warrants, which together will represent approximately 52.4% of the voting power of our common stock and as a result of the terms of the Stockholders’ Agreement will control approximately 75.4% of the voting power on matters presented to our stockholders. As a result of its ownership, Oaktree, so long as it controls a majority of the voting power on matters presented to our stockholders, will have the ability to control the outcome of matters submitted to a vote of stockholders and, through our Board of Directors, the ability to control decision-making with respect to our business direction and policies. Pursuant to the Stockholders’ Agreement, the irrevocable proxy that the FiveWire Holders will grant to Oaktree to vote their shares of Class B common stock shall remain in effect for so long as Oaktree beneficially owns at least 50% of the number of shares of common stock it held immediately following the consummation of this offering. In addition, pursuant to the Stockholders’ Agreement, until Oaktree ceases to beneficially own at least 33.3% of the number of shares of common stock it will hold immediately following the consummation of this offering, Oaktree will have the right to designate three directors to our board of directors. Each of these directors will have two votes on each matter submitted to the board of directors, until Oaktree ceases to beneficially own at least 70% of the number of shares of common stock it will hold immediately following the consummation of this offering. See “Management—Board of Directors Composition” and “—Controlled Company.” In addition, pursuant to a Selldown Agreement to be entered into upon completion of this offering (the “Selldown Agreement”), the FiveWire Holders and certain other members of our management will be subject to certain restrictions on sales of our common stock held by them. See “Certain Relationships and Related Party Transactions—Selldown Agreement.”


THE OFFERING
Issuer
Townsquare Media, Inc.
Class A common stock offered by us
8,333,333 shares.
Underwriters’ option to purchase additional shares of Class A common stock
We have granted the underwriters a 30-day option to purchase up to an additional 1,250,000 shares at the public offering price less underwriting discounts and commissions.
Class A common stock and warrants to be outstanding immediately after completion of this offering
Immediately following the consummation of this offering, we will have 8,818,664 shares of Class A common stock outstanding, or 10,068,664 shares, if the underwriters’ option to purchase additional shares is exercised in full, and warrants to purchase 9,483,284 shares of Class A common stock (which will be immediately exercisable for a de minimis exercise price per share), in each case, assuming the shares offered by us are sold for $15.00 per share, the mid-point of the price range set forth on the cover page of this prospectus.
Class B common stock to be outstanding immediately after completion of this offering
Immediately following the consummation of this offering, we will have 3,088,989 shares of Class B common stock outstanding assuming the shares offered by us are sold for $15.00 per share, the mid-point of the price range set forth on the cover page of this prospectus. The shares of Class B common stock entitle the holder to ten votes per share on matters presented to the stockholders of Townsquare Media, Inc. In connection with the transfer of shares of Class B common stock, unless the transferee is an affiliate or related party of Oaktree or FiveWire, such transferred shares automatically convert into an equal number of shares of Class A common stock.
Class C common stock to be outstanding immediately after completion of this offering
Immediately following the consummation of this offering, we will have 4,881,306 shares of Class C common stock outstanding. The shares of Class C common stock do not vote on matters presented to the stockholders of Townsquare Media, Inc. In connection with the transfer of shares of Class C common stock, unless prior to such transfer, the transferor or transferee sends a notice to the Company requesting that the shares of Class C common stock remain shares of Class C common stock following such transfer, such transferred shares will automatically convert into an equal number of shares of Class A common stock.


Use of proceeds
We estimate that the proceeds to us from this offering, after deducting estimated underwriting discounts and commissions and offering expenses payable by us, will be approximately $113.3 million, assuming the shares offered by us are sold for $15.00 per share, the mid-point of the price range set forth on the cover of this prospectus.
We intend to use the net proceeds from the sale of Class A common stock by us in this offering to repay our outstanding 10% Senior PIK Notes due 2019, to repay a portion of the outstanding term loans under our Senior Secured Credit Facility and to pay related fees and expenses. For additional information, see “Use of Proceeds.”
Dividend policy
We currently expect to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness; therefore, we do not anticipate paying any cash dividends in the foreseeable future. For additional information, see “Dividend Policy.”
Conflicts of interest
RBC Capital Markets, LLC and Macquarie Capital (USA) Inc., underwriters in this offering, or their affiliates, will receive more than 5% of the net proceeds of this offering in connection with the prepayment of a portion of the outstanding term loans under the Senior Secured Credit Facility and, with respect to Macquarie Capital (USA) Inc., in connection with the repayment of our outstanding 10% Senior PIK Notes due 2019, see “Use of Proceeds.” Accordingly, this offering is being made in compliance with the requirements of Financial Industry Regulatory Authority, or FINRA, Rule 5121, which requires a “qualified independent underwriter,” as defined by the FINRA rules, participate in the preparation of the registration statement and the prospectus and exercise the usual standards of due diligence in respect thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated has served in that capacity and will not receive any additional fees for serving as qualified independent underwriter in connection with this offering. We have agreed to indemnify Merrill Lynch, Pierce, Fenner & Smith Incorporated against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. To comply with FINRA Rule 5121, RBC Capital Markets, LLC and Macquarie Capital (USA) Inc. will not confirm sales to any account over which it exercises discretionary authority without the specified written approval of the transaction of the accountholder, see “Underwriting (Conflicts of Interest)—Other Relationships.”


Directed share program  
At our request, the underwriters have reserved for sale, at the initial public offering price, up to 416,667 shares of common stock offered in this prospectus for our directors, officers, employees, business associates and other related persons. We do not know if these persons will choose to purchase all or any of these reserved shares, but any purchases they do make will reduce the number of shares available for sale to the general public. See “Underwriting (Conflicts of Interest).”
Proposed symbol for trading on the New York Stock Exchange
“TSQ.”
Risk factors
For a discussion of risks relating to the Company, our business and an investment in our Class A common stock, see “Risk Factors” on page 22 of this prospectus and all other information set forth in this prospectus before investing in our Class A common stock. 
Unless otherwise indicated, all information in this prospectus relating to the number of shares of common stock to be outstanding immediately after this offering:
  • assumes the effectiveness of our certificate of incorporation and bylaws, which we will adopt prior to the completion of this offering;
  • assumes the effectiveness of the Conversion;
  • is based on the number of shares outstanding after giving effect to the Conversion (assuming an offering price of $15.00 per share, the mid-point of the price range set forth on the cover of this prospectus);
  • excludes 2,960,222 shares of Class A common stock and 3,740,035 shares of Class B common stock issuable upon the exercise of stock options to be granted upon completion of this offering at a weighted average exercise price of $15.00 per share based on the mid-point of the price range set forth on the cover of this prospectus;
  • includes 9,483,284 shares of Class A common stock issuable upon the exercise of outstanding warrants; and
  • assumes (1) no exercise by the underwriters of their option to purchase up to           additional shares from us and (2) an initial public offering price of $15.00 per share, the mid-point of the price range set forth on the cover of this prospectus.


Summary Historical and unaudited pro forma Consolidated Financial and Other Data
The following tables set forth our summary historical consolidated financial information for the periods ended and as of the dates set forth below. The summary historical financial data as of December 31, 2012 and 2013 and for fiscal years ended December 31, 2012 and 2013 have been derived from our audited consolidated financial statements and related notes, which are included elsewhere in this prospectus. The summary historical financial data as of March 31, 2014 and for the three months ended March 31, 2013 and 2014 have been derived from our unaudited consolidated financial statements and related notes, which are included elsewhere in this prospectus. The summary historical financial data as of March 31, 2013 have been derived from our unaudited consolidated financial statements and related notes, which are not included elsewhere in this prospectus. We have derived the summary unaudited pro forma condensed consolidated financial data for the year ended December 31, 2013 and for the three months ended March 31, 2014 from the unaudited pro forma condensed consolidated financial statements set forth under “Unaudited Pro Forma Condensed Consolidated Financial Information.” Our unaudited consolidated financial statements and related notes contain all adjustments, consisting of normal recurring adjustments that management considers necessary for a fair statement of our financial position and results of operations for the periods presented included elsewhere in this prospectus. Operating results for the three month periods are not necessarily indicative of results for a full fiscal year or any other periods.
The following summary historical financial information should be read in conjunction with the sections titled “Selected Historical Consolidated Financial and Other Data,” “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the financial statements and the related notes thereto included elsewhere in this prospectus.


 
Year Ended
December 31,
Three Months
Ended March 31,
Pro Forma
Year Ended
December 31,
2013
Pro Forma
Three Months
Ended
March 31,
2014
($ in thousands, except share and per share data)
2012
2013
2013
2014
Statement of Operations Data:
Net revenue
$
222,736
$
268,578
$
53,473
$
79,161
$
345,111
$
79,161
Operating costs and expenses:
Direct operating expenses, excluding depreciation and amortization
153,103
185,214
40,476
57,742
229,071
57,742
Depreciation and amortization
14,824
15,189
4,026
4,386
18,714
4,386
Corporate expenses
17,750
21,124
3,791
5,437
23,846
5,437
Transaction and other restructuring costs
1,782
2,001
1
28
2,001
28
Change in fair value of contingent consideration
(1,100
)
(1,100
)
Net loss (gain) on sale of assets
123
(36
)
(45
)
(110
)
(33
)
(110
)
Total operating costs and expenses
187,582
222,392
48,249
67,483
272,499
67,483
Operating income
35,154
46,186
5,224
11,678
72,612
11,678
Other (expense) income:
Interest expense, net
(28,291
)
(35,620
)
(7,409
)
(12,080
)
(45,766
)
(10,568
)
Loss on early extinguishment of debt
(199
)
Net loss on derivative instruments
(129
)
(1
)
(1
)
(1
)
Other income (expense), net
6
(114
)
(12
)
(37
)
(114
)
(37
)
Total other expense
(28,414
)
(35,735
)
(7,422
)
(12,117
)
(46,080
)
(10,605
)
Income (loss) before income taxes
6,740
10,451
(2,198
)
(439
)
26,532
1,073
Provision for income taxes
340
340
85
91
10,321
417
Net income (loss)
$
6,400
$
10,111
$
(2,283
)
$
(530
)
$
16,211
$
656
Balance Sheet Data (at end of period):
Cash
$
22,305
$
45,647
$
28,896
$
57,339
Working capital
31,440
58,486
30,679
60,681
Total assets
610,121
939,203
613,783
941,897
Total debt, including current maturities
367,447
653,472
367,156
653,518
Members’ equity:
Controlling interest
207,896
234,039
205,613
233,668
Non-controlling interest
442
492
442
492
Cash Flow Data:
Cash flow provided by operating activities
$
19,847
$
26,204
$
9,116
$
14,195
Cash flow used in investing activities
(142,200
)
(286,170
)
(2,061
)
(2,079
)
Cash flow provided by (used in) financing activities
119,666
283,308
(464
)
(424
)
Pro forma C corporation data (unaudited):
Historical profit (loss) before taxes
10,451
(439
)
Pro forma income taxes
4,065
(171
)
Pro forma net income (loss)
$
6,386
$
(268
)
Pro forma net income (loss) per share(1):
Basic
$
0.25
$
(0.01
)
$
0.63
$
0.02
Diluted
$
0.20
$
(0.01
)
$
0.50
$
0.02
Weighted average shares outstanding(1):
Basic
25,604,985
26,263,050
25,604,985
26,263,050
Diluted
32,305,242