Transaction Valuation* | Amount of Filing fee** |
$76,472,805.50 | $9,521.00 |
* | Calculated solely for purposes of determining the filing fee. The calculation of the Transaction Valuation assumes that all outstanding options to purchase shares of Townsquare Media, Inc. common stock that may be eligible for exchange in the offer will be exchanged pursuant to the offer. These options cover an aggregate of 8,049,769 shares of Townsquare Media, Inc. common stock having a weighted average exercise price of $9.50. |
** | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $124.50 per million dollars of the value of the transaction. |
x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $9,521.00. | Filing Party: Townsquare Media, Inc. |
Form or Registration No.: 005-88259 | Date Filed: July 18, 2018 |
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
¨ | third-party tender offer subject to Rule 14d-1. |
x | issuer tender offer subject to Rule 13e-4. |
¨ | going-private transaction subject to Rule 13e-3. |
¨ | amendment to Schedule 13D under Rule 13d-2. |
¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
¨ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
Exchange Ratios (1) | |||
Exercise Price of Eligible Option | Grant Date of Eligible Option | Shares Subject to Eligible Options Tendered in Option Exchange | Shares Subject to Replacement Options Granted in Option Exchange |
$9.63 | July 24, 2014 | 1.165 | 1 |
$9.63 | August 22, 2014 | 1.162 | 1 |
$9.63 | September 10, 2014 | 1.161 | 1 |
$9.63 | June 12, 2015 | 1.141 | 1 |
$9.63 | August 19, 2015 | 1.137 | 1 |
$9.63 | August 26, 2015 | 1.136 | 1 |
$8.96 | January 26, 2016 | 1.054 | 1 |
$10.62 | January 25, 2017 | 1.231 | 1 |
$8.24 | December 21, 2017 | * | 1 |
TOWNSQUARE MEDIA, INC. By: /s/ Christopher A. Kitchen Christopher A. Kitchen Executive Vice President and General Counsel |
EXHIBIT | DESCRIPTION OF EXHIBIT |
(a)(1)(A)* | Offer to Exchange Eligible Options for Replacement Options, dated July 18, 2018, as amended July 31, 2018 and August 14, 2018 |
(a)(1)(B)* | Email to All Eligible Participants from Dhruv A. Prasad and Bill Wilson, Townsquare’s Co-Chief Executive Officers, dated July 18, 2018 |
(a)(1)(C)* | Form of Exchange Offer Announcement |
(a)(1)(D)* | Form of Exchange Offer Election Form |
(a)(1)(E)* | Terms of Election Document |
(a)(1)(F)* | Forms of Emails Confirming Receipt of Election Form / Notice of Withdrawal |
(a)(1)(G)* | Form of Notice of Withdrawal of Options Previously Tendered for Exchange |
(a)(1)(H)* | Forms of Reminders of Expiration of Exchange Offer |
(a)(1)(I)* | Form of Final Reminder of Expiration of Exchange Offer |
(a)(1)(J)* | Form of Confirmation of Participation / Non-Participation in Exchange Offer |
(a)(1)(K) | Form of Communication Regarding the Results of the Exchange Offer |
(a)(1)(L)* | Form of Replacement Option Award Notice Communication |
(a)(1)(M)* | Form of Replacement Option Award Agreement (Transfer Restricted) |
(a)(1)(N)* | Form of Replacement Option Award Agreement (Vesting) |
(a)(1)(O) | Townsquare Media, Inc. Annual Report on Form 10-K for its fiscal year ended December 31, 2017, filed with the Securities and Exchange Commission on March 13, 2018 and incorporated herein by reference |
(a)(1)(P) | Townsquare Media, Inc. Quarterly Report on Form 10-Q for its quarter ended March 31, 2018, filed with the Securities and Exchange Commission on May 8, 2018 and incorporated herein by reference |
(a)(1)(Q)* | Email Regarding Amended Offer to Exchange and Additional Exchange Ratio Examples, dated July 31, 2018 |
(a)(1)(R)* | Form of Email Regarding Updated Hypothetical Exchange Ratios |
(a)(1)(S)* | Screenshot of Intranet Page Displaying Updated Hypothetical Exchange Ratios |
(a)(1)(T)* | Email Regarding Final Exchange Ratios and Replacement Option Exercise Price |
(a)(1)(U) | Townsquare Media, Inc. Quarterly Report on Form 10-Q for its quarter ended June 30, 2018, filed with the Securities and Exchange Commission on August 8, 2018 and incorporated herein by reference |
(a)(1)(V)* | Screenshot of Intranet Page Displaying Final Exchange Ratios and Replacement Option Exercise Price |
(a)(5)(A) | Definitive Information Statement on Schedule 14C filed with the SEC on July 18, 2018 and incorporated herein by reference |
(b) | Not applicable |
(d)(1) | Townsquare 2014 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement No. 333-197002 on Form S-1, as amended. |
(d)(2) | Form of Option Grant Agreement, incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement No. 333-197002 on Form S-1, as amended. |
(d)(3) | Form of Option Grant at IPO, incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement No. 333-197002 on Form S-1, as amended. |
(d)(4) | Restricted Stock Award Agreement between Townsquare Media, Inc. and Bill Wilson, dated May 31, 2018, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on June 4, 2018 |
(d)(5) | Employment Agreement, between Townsquare Media, Inc. and Bill Wilson, dated October 16, 2017, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 19, 2017 |
(d)(6) | Letter Agreement between Townsquare Media, Inc. and Bill Wilson, dated April 27, 2018, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 3, 2018 |
(d)(7) | Employment Agreement, between Townsquare Media, Inc. and Dhruv Prasad, dated October 16, 2017, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 19, 2017 |
(d)(8) | Letter Agreement, between Townsquare Media, Inc. and Steven Price, dated October 16, 2017, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on October 19, 2017 |
(d)(9) | Employment Agreement, between Townsquare Media, Inc. and Stuart Rosenstein, dated October 16, 2017, incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on October 19, 2017 |
(d)(10) | Form of Indemnification Agreement, incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement No. 333-197002 on Form S-1, as amended. |
(g) | Not applicable |
(h) | Not applicable |
TO: | Eligible Participants |
FROM: | Chris Kitchen, Executive Vice President and General Counsel |
SUBJECT: | Results of the Option Exchange Offer Program |
Exchange Ratios (1) | |||
Exercise Price of Eligible Option | Grant Date of Eligible Option | Shares Subject to Eligible Options Surrendered in Option Exchange | Shares Subject to Replacement Options Granted in Option Exchange |
$9.63 | July 24, 2014 | 1.165 | 1 |
$9.63 | August 22, 2014 | 1.162 | 1 |
$9.63 | September 10, 2014 | 1.161 | 1 |
$9.63 | June 12, 2015 | 1.141 | 1 |
$9.63 | August 19, 2015 | 1.137 | 1 |
$9.63 | August 26, 2015 | 1.136 | 1 |
$8.96 | January 26, 2016 | 1.054 | 1 |
$10.62 | January 25, 2017 | 1.231 | 1 |
$8.24 | December 21, 2017 | * | 1 |