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.