0001571049-14-003414.txt : 20140729 0001571049-14-003414.hdr.sgml : 20140729 20140729215851 ACCESSION NUMBER: 0001571049-14-003414 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140725 FILED AS OF DATE: 20140729 DATE AS OF CHANGE: 20140729 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM PF/FF RADIO HOLDINGS PT, L.P. CENTRAL INDEX KEY: 0001613022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36558 FILM NUMBER: 141001120 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6374 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Fund AIF Series, L.P. CENTRAL INDEX KEY: 0001532822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36558 FILM NUMBER: 141001121 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM Principal Opportunities Fund IV AIF (Delaware), L.P. CENTRAL INDEX KEY: 0001614465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36558 FILM NUMBER: 141001122 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM POF IV AIF GAP HOLDINGS, L.P. CENTRAL INDEX KEY: 0001613031 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36558 FILM NUMBER: 141001124 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6374 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Fund GP AIF, LLC CENTRAL INDEX KEY: 0001532818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36558 FILM NUMBER: 141001119 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGLES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGLES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM/GAP Holdings IV Inc. CENTRAL INDEX KEY: 0001614592 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36558 FILM NUMBER: 141001123 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 4 1 t1401432_ocmholdings-f4.xml OWNERSHIP DOCUMENT X0306 4 2014-07-25 0 0001499832 Townsquare Media, Inc. TSQ 0001613031 OCM POF IV AIF GAP HOLDINGS, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 S. GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001614592 OCM/GAP Holdings IV Inc. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 S. GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001614465 OCM Principal Opportunities Fund IV AIF (Delaware), L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 S. GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001532822 Oaktree Fund AIF Series, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001613022 OCM PF/FF RADIO HOLDINGS PT, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 S. GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001532818 Oaktree Fund GP AIF, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGLES CA 90071 0 0 1 0 Class A Common Stock 2014-07-25 4 P 0 132375 10.4608 A 10889239 I See footnotes Class A Preferred Units 0 2014-07-25 4 J 0 22247026.775 D Class A Common Stock 2151373 0 I See footnotes Class A Common Units 0 2014-07-25 4 J 0 22247026.775 D Class A Common Stock 2151373 0 I See footnotes Class B Common Stock 0 2014-07-25 4 J 0 2151373 A Class A Common Stock 2151373 2151373 I See footnotes Class A Common Warrants 0.0001 2014-07-25 4 J 0 13934215.29 D Class A Common Stock 8605491 0 I See footnotes Class A Preferred Warrants 0.0001 2014-07-25 4 J 0 13934215.29 D Class A Common Stock 8605491 0 I See footnotes Warrants to purchase Class A Common Stock 0.0001 2014-07-25 4 J 0 8605491 A Class A Common Stock 8605491 8605491 I See footnotes This Form 4 is also being filed by: Oaktree Capital Group Holdings GP, LLC ("OCGH"), in its capacity as general partner of Oaktree Capital Group Holdings, L.P. ("Capital Group LP"), in its capacity as Sole Voting Shareholder of Oaktree AIF Holdings, Inc. ("AIF Holdings"), in its capacities as General Partner and Limited Partner of Oaktree AIF Investments, L.P. ("AIF Investments"), in its capacity as General Partner of Oaktree Fund GP III, L.P. This Form 4 is also being filed by: Oaktree Fund GP AIF, LLC ("Fund GP AIF LLC"), in its capacity as general partner of Oaktree Fund AIF Series, L.P. - Series I ("Series I") and general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"). This Form 4 is also being filed by Series I, in its capacity as general partner of OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings"), Principal Opportunities in its capacity as Sole Shareholder of OCM/GAP Holdings IV, Inc. ("OCM/GAP"), and OCM/GAP in its capacity as General Partner of OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings"). Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than GAP Holdings and Radio Holdings with respect to their respective direct holdings, disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4. OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Stephen A. Kaplan, John B. Frank and David M. Kirchheimer (each, an "OCGH GP Member" and collectively, the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4. The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors. Includes the securities in Townsquare Media, Inc. acquired by GAP Holdings and Radio Holdings pursuant to the Conversion included on Table II of this Form 4. In connection with the issuer's initial public offering, GAP Holdings and Radio Holdings entered into a stockholders' agreement (the "Stockholders' Agreement") with FiveWire Media Ventures, LLC ("FiveWire"), and the members of FiveWire. Pursuant to the Stockholders' Agreement, FiveWire and its members agreed to support certain nominees of affiliates of GAP Holdings and Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the issuer, and will grant to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the issuer into which the securities held by FiveWire and its members will be converted. As a result, the reporting persons may be deemed to form a "group" with FiveWire and its members. The reporting persons disclaim beneficial ownership of any securities held by FiveWire and its members. In connection with the Issuer's initial public offering, on July 25, 2014 Townsquare Media, LLC (the "LLC") was converted (the "Conversion") into a Delaware corporation named Townsquare Media, Inc. (the "Corporation"). As part of the Conversion, the 22,247,026.775 Class A Preferred Units and 22,247,026.775 Class A Common Units beneficially owned by the Reporting Persons were together converted into 2,151,373 shares of Class B Common Stock in the Company, each of which is convertible at any time or times, into an equal number of shares of Class A Common Stock. As part of the conversion, the 13,934,215.29 Class A Preferred Warrants in the LLC and 13,934,215.29 Class A Common Warrants in the LLC beneficially owned by the Reporting Persons were together converted into 8,605,491 Class A Common Warrants in the Corporation. The warrants were immediately exercisable and did not expire unless so elected by the board of directors of the issuer in certain circumstances. The Class A Common Warrants in the Corporation are currently exercisable, and do not expire unless so elected by the board of directors of the issuer in certain circumstances. Remarks: This Form 4 is being filed in two parts due to the large number of reporting persons. The accompanying filing is filed, on the date hereof, by OCM POV IV AIF GAP Holdings, Inc., Radio Holdings and the Reporting Persons listed in Footnotes (1) and (2) above. The two filings relate to the same transactions described above. Exhibit 99.1 attached hereto See Signatures included in Exhibit 99.1 2014-07-29 EX-99.1 2 t1401432_omcex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

This Statement on Form 4 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons is 333 South Grand Avenue, 28th Fl., Los Angeles, CA 90071.

 

Name of Designated Filer: OCM POF IV AIF GAP HOLDINGS, L.P.

 

Date of Event Requiring Statement: July 25, 2014

 

Issuer Name and Ticker or Trading Symbol:   TSQ

 

OCM POF IV AIF GAP HOLDINGS, L.P.
   
By:  OCM/GAP Holdings IV, Inc.
Its: General Partner
   
By:    /s/    Lisa Arakaki
Name:    Lisa Arakaki
Title:    Authorized Signatory
     
By:    /s/    Richard Ting
Name:    Richard Ting
Title:    Authorized Signatory
   
   
   

OCM/GAP HOLDINGS IV, INC.
 
By:    /s/    Lisa Arakaki
Name:    Lisa Arakaki
Title:    Authorized Signatory
     
By:    /s/    Richard Ting
Name:    Richard Ting
Title:    Authorized Signatory
 
 

 

OCM PRINCIPAL OPPORTUNITIES FUND IV AIF
(DELAWARE), L.P.
   
By:  Oaktree Fund AIF Series, L.P. – Series B
Its: General Partner
   
By: Oaktree Fund GP AIF, LLC
Its: General Partner
   
By: Oaktree Fund GP III, L.P.
Its: Managing Member
   
By:    /s/    Lisa Arakaki
Name:    Lisa Arakaki
Title:    Authorized Signatory
     
By:    /s/    Richard Ting
Name:    Richard Ting
Title:    Authorized Signatory
   
   
   

OAKTREE FUND AIF SERIES, L.P. - SERIES B
   
By:  Oaktree Fund GP AIF, LLC
Its: General Partner
   
By: Oaktree Fund GP III, L.P.
Its: Managing Member
   
By:    /s/    Lisa Arakaki
Name:    Lisa Arakaki
Title:    Authorized Signatory
     
By:    /s/    Richard Ting
Name:    Richard Ting
Title:    Authorized Signatory
   
   
   

OAKTREE FUND AIF SERIES, L.P. - SERIES I
   
By:  Oaktree Fund GP AIF, LLC
Its: General Partner
   
By:  Oaktree Fund GP III, L.P.
Its: Managing Member
   
By:    /s/    Lisa Arakaki
Name:    Lisa Arakaki
Title:    Authorized Signatory
     
By:    /s/    Richard Ting
Name:    Richard Ting
Title:    Authorized Signatory
 
 

 

OCM PF/FF RADIO HOLDINGS PT, L.P.
   
By: Oaktree Fund AIF Series, L.P. – Series D and
Oaktree Fund AIF Series, L.P. – Series I
Its: General Partner
   
By:  Oaktree Fund GP AIF, LLC
Its: General Partner
   
By:  Oaktree Fund GP III, L.P.
Its: Managing Member
   
By:    /s/    Lisa Arakaki
Name:    Lisa Arakaki
Title:    Authorized Signatory
     
By:    /s/    Richard Ting
Name:    Richard Ting
Title:    Authorized Signatory