Townsquare Announces Purchase of Management Options That Were Expiring Shortly, Thereby Avoiding Shareholder Dilution

PURCHASE, N.Y., April 08, 2024 (GLOBE NEWSWIRE) -- Townsquare Media, Inc. (NYSE: TSQ) (the “Company” or “Townsquare”) announced that that it bought and retired 3.0 million options held by certain members of the management team and board of directors for a net purchase price of $3.62 per option. The purchase price reflects the spread between the closing price on April 3, 2024 of $12.36 and the option strike price of $8.74. The options, all of which were set to expire in July 2024, were granted to members of management and the board at the Company’s initial public offering in July 2014 (the “IPO options”). This transaction follows last week’s repurchase of 1.5 million shares from MSG at $9.76 per share, the June 2023 repurchase of 1.5 million shares from MSG at $9.70 per share, and the March 2021 repurchase of 12.6 million shares and warrants from Oaktree Capital Management, L.P. at $6.40 per share. Like last week’s 1.5 million share repurchase from MSG, the purchase price of $10.8 million will be funded entirely with cash on hand.

“We are very pleased to share that we were able to buy the IPO options at a net purchase price of $3.62 per option, eliminating the overhang and the shareholder dilution that would have occurred had these in-the-money options been exercised in the open market before they expired this July. The members of management and the board that were involved in this transaction have been with Townsquare for over a decade, demonstrating that our long-term incentive plan was, and continues to be, effective in retaining top talent. In total, our management team owns approximately 11% of shares outstanding today and are well aligned with the Company’s investors to build shareholder value,” commented Bill Wilson, Townsquare’s Chief Executive Officer.

“Once again, we were able to utilize cash on hand to settle the transaction, due to the strong cash generation characteristics of our business model, which produced $68 million of cash flow from operations in 2023 (+35% year-over-year), and which also funded our internal digital growth engine, accretive share and debt repurchases, and our high-yielding dividend to date. Our strong cash generation continues to provide us with financial flexibility moving forward, giving us the opportunity to advantageously buy our stock when it is trading below value, which we (and the research analysts who give Townsquare an average stock price target of $16.83) believe it is today. We look forward to discussing our first quarter results as well as our second quarter 2024 outlook on our earnings call on May 9^th,” concluded Mr. Wilson.

About Townsquare Media, Inc.
Townsquare is a community-focused digital media and digital marketing solutions company with market leading local radio stations, principally focused outside the top 50 markets in the U.S. Our assets include a subscription digital marketing services business, Townsquare Interactive, providing website design, creation and hosting, search engine optimization, social media and online reputation management as well as other digital monthly services for approximately 24,000 SMBs; a robust digital advertising division, Townsquare Ignite, a powerful combination of a) an owned and operated portfolio of more than 400 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data and b) a proprietary digital programmatic advertising technology stack with an in-house demand and data management platform; and a portfolio of 350 local terrestrial radio stations in 74 U.S. markets strategically situated outside the Top 50 markets in the United States. Our portfolio includes local media brands such as WYRK.com, WJON.com and NJ101.5.com, and premier national music brands such as XXLmag.com, TasteofCountry.com, UltimateClassicRock.com, and Loudwire.com. For more information, please visit www.townsquaremedia.com, www.townsquareinteractive.com and www.townsquareignite.com.

Forward Looking Statements

Except for the historical information contained in this Press Release, the matters addressed are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often discuss the Company’s current expectations. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “could,” “would,” “will,” “plan,” the negatives thereof and other words and terms. The forward-looking statements contained in this Press Release include, but are not limited to, statements related to the Company’s long-term business plan. By nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof or as of the date specified herein. See “Risk Factors” and “Forward-Looking Statements” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2024, and subsequent filings with the SEC, for a discussion of factors that could cause the Company’s actual results to differ from those expressed or implied by forward-looking statements. The Company assumes no responsibility to update any forward-looking statement as a result of new information, future events or otherwise.

Investor Relations
Claire Yenicay
(203) 900-5555
investors@townsquaremedia.com