0001571049-16-012912.txt : 20160310 0001571049-16-012912.hdr.sgml : 20160310 20160310162854 ACCESSION NUMBER: 0001571049-16-012912 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160308 FILED AS OF DATE: 20160310 DATE AS OF CHANGE: 20160310 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: 161498128 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: 161498129 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: 161498130 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: 161498132 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: 161498127 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: 161498131 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 t1600673x1_oaktreegap-f4.xml OWNERSHIP DOCUMENT X0306 4 2016-03-08 0 0001499832 Townsquare Media, Inc. TSQ 0001613031 OCM POF IV AIF GAP HOLDINGS, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001614592 OCM/GAP Holdings IV Inc. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001614465 OCM Principal Opportunities Fund IV AIF (Delaware), L.P. 333 SOUTH 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. 333 SOUTH 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 ANGELES CA 90071 0 0 1 0 Warrants to purchase Class A Common Stock 0.0001 2016-03-08 4 P 0 105000 7.50 A Class A Common Stock 105000 8710491 I See footnotes The warrants are immediately exercisable and do not expire unless so elected by the board of directors of the Issuer in certain circumstances. 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 capacity as general 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 B ("Series B"), Oaktree Fund AIF Series, L.P. - Series I ("Series I") and Oaktree Fund AIF Series, L.P. - Series D ("Series D"), Series B, in its capacity as general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"), Series I and Series D, in their capacity as general partners of OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings"), Principal Opportunities in its capacity as the sole member 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 Radio Holdings and GAP Holdings with respect to their 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 is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer and Sheldon M. Stone (each, an "OCGH Member" and, collectively, the "OCGH Members"). In such capacity, the OCGH Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH 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. 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 held by FiveWire and its members. 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. 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 Oaktree Fund GP III, L.P. and the other Reporting Persons listed in Footnotes (2) and (3) above. The two filings relate to the same transactions described above. See Signatures included in Exhibit 99.1 2016-03-10 EX-99.1 2 t1600673x1_oaktreegapex99-1.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: March 8, 2016

 

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/ Martin Boskovich
  Name: Martin Boskovich
  Title:   Authorized Signatory
   
  By: /s/ Philip McDermott
  Name: Philip McDermott
  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/ Martin Boskovich
  Name: Martin Boskovich
  Title:   Authorized Signatory
   
  By: /s/ Philip McDermott
  Name: Philip McDermott
  Title:   Authorized Signatory
   
  OCM/GAP HOLDINGS IV, INC.
   
  By: /s/ Martin Boskovich
  Name: Martin Boskovich
  Title:   Authorized Signatory
   
  By: /s/ Philip McDermott
  Name: Philip McDermott
  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/ Martin Boskovich
  Name: Martin Boskovich
  Title:   Authorized Signatory
   
  By: /s/ Philip McDermott
  Name: Philip McDermott
  Title:   Authorized Signatory
   
  OAKTREE FUND AIF SERIES, L.P. -
  SERIES I, SERIES D AND SERIES B
   
  By: Oaktree Fund GP AIF, LLC
  Its: General Partner
   
  By: Oaktree Fund GP III, L.P.
  Its: Managing Member
   
  By: /s/ Martin Boskovich
  Name: Martin Boskovich
  Title:   Authorized Signatory
   
  By: /s/ Philip McDermott
  Name: Philip McDermott
  Title:   Authorized Signatory
   
  OAKTREE FUND GP AIF, LLC
   
  By: Oaktree Fund GP III, L.P.
  Its: Managing Member
   
  By: /s/ Martin Boskovich
  Name: Martin Boskovich
  Title:   Authorized Signatory
   
  By: /s/ Philip McDermott
  Name: Philip McDermott
  Title:   Authorized Signatory