Townsquare Media, Inc.
For the period ended Dec 31, 2024. Filed Mar 17, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 17, 2025
TSQ$1.56-10.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
(a) (1)-(2)Financial Statements. The financial statements and financial statement schedule listed in the Index to Consolidated Financial Statements appearing on page F-1 of this Annual Report on Form 10-K are filed as a part of this report. All other schedules for which provision is made in the applicable accounting regulations of the SEC have been omitted either because they are not required under the related instructions or because they are not applicable.
| Exhibit Number · Exhibit Description · Filed/Furnished Herewith · Form · Period Ending · Exhibit/Appendix Number · Filing Date | |||||
|---|---|---|---|---|---|
| 3.1 | Certificate of Incorporation of Townsquare Media, Inc. | S-1/A | 3.1 | 7/14/2014 | |
| 3.2 | Bylaws of Townsquare Media, Inc. | S-1/A | 3.2 | 7/14/2014 | |
| 4.1 | Indenture dated as of April 1, 2015, among Townsquare Media, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee | 8-K | 4.1 | 4/1/2015 | |
| 4.2 | Form of 6.500% Senior Note due 2023 | 8-K | 4.2 | 4/1/2015 | |
| 4.3 | Warrant Agreement, dated as of July 25, 2014, by and among Townsquare Media, Inc., the persons set forth on Schedule I thereto, and any other registered holders of the Warrant Certificates (as defined therein) from time to time party thereto | 8-K | 10.2 | 7/31/2014 | |
| 4.4 | Indenture, dated as of January 6, 2021, among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee and notes collateral agent. | 8-K | 4.1 | 1/6/2021 | |
| 4.5 | Form of 6.875% Senior Note due 2026 | 8-K | 4.2 | 1/6/2021 | |
| 4.6 | Description of Securities Registered Pursuant to Section 12 of the Exchange Act of 1934 | 10-K | 4.6 | 3/15/2024 | |
| 10.1.1 | Credit Agreement dated as of April 1, 2015, among Townsquare Media, Inc., Royal Bank of Canada, as administrative agent and collateral agent, and the lenders and financial institutions party thereto | 8-K | 10.1 | 4/1/2015 | |
| 10.1.2 | Guarantee and Security Agreement dated as of April 1, 2015, among Townsquare Media, Inc., the guarantors party thereto and Royal Bank of Canada, as administrative and collateral agent | 8-K | 10.2 | 4/1/2015 | |
| 10.1.3 | Incremental Amendment Agreement No. 1, dated as of September 1, 2015, among Townsquare Media, Inc. and Royal Bank of Canada as administrative agent and Incremental Term Lender | 10-Q/A | 9/30/2015 | 10.2 | 11/9/2015 |
| 10.1.4 | Amendment No. 2, dated as of February 8, 2017, to the Credit Agreement, dated as of April 1, 2015, among Townsquare Media, Inc., Royal Bank of Canada, as administrative agent, and the other parties thereto. | 10-K | 12/31/2016 | 10.4 | 3/13/2017 |
| Exhibit Number · Exhibit Description · Filed/Furnished Herewith · Form · Period Ending · Exhibit/Appendix Number · Filing Date | |||||
|---|---|---|---|---|---|
| 10.1.5 | Amendment No. 3, dated October 20, 2017, to the Credit Agreement, dated as of April 1, 2015 (as amended by the Incremental Amendment Agreement No. 1 dated as of September 1, 2015 and Amendment No. 2 dated as of February 8, 2017) (the “Credit Agreement”), among Townsquare Media, Inc., each lender from time to time party thereto, Royal Bank of Canada, as administrative agent and collateral agent. | 10-Q | 9/30/2017 | 10.5 | 11/7/2017 |
| 10.1.6 | Amendment No. 4, dated April 30, 2019, to the Credit Agreement, dated as of April 1, 2015 (as amended by the Incremental Amendment Agreement No. 1 dated as of September 1, 2015, Amendment No. 2 dated as of February 8, 2017 and Amendment No. 3 dated as of October 20, 2017), among Townsquare Media, Inc., each lender from time to time party thereto, Royal Bank of Canada, as administrative agent and collateral agent. | 10-Q | 3/31/2019 | 10.1 | 5/7/2019 |
| 10.1.7 | Amendment No. 5, dated April 13, 2020, to the Credit Agreement, dated as of April 1, 2015, as amended, among Townsquare Media, Inc., each lender from time to time party thereto, and Royal Bank of Canada, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 17, 2020) | 8-K | 10.1 | 4/17/2020 | |
| 10.1.8 | Credit Agreement dated as of February 19, 2025, among the Company, Bank of America, N.A., as administrative agent and collateral agent, and the lenders and financial institutions party thereto | 8-K | 10.1 | 2/24/2025 | |
| 10.1.9 | Security Agreement dated as of February 19, 2025, among the Company, the guarantors party thereto and Bank of America, N.A., as collateral agent. | 8-K | 10.2 | 2/24/2025 | |
| 10.2.1 * | Employment Agreement, between Townsquare Media, Inc. and Bill Wilson, dated October 16, 2017. | 8-K | 10.1 | 10/19/2017 | |
| 10.2.2 * | Employment Agreement Amendment, dated April 27, 2018 to Employment Agreement, dated October 16, 2017, by and between Townsquare Media, Inc. and Bill Wilson. | 8-K | 10.1 | 5/3/2018 | |
| 10.2.3 * | Second Amendment, dated December 9, 2019, to the Employment Agreement, dated October 16, 2017, as amended on April 24, 2019, by and between Townsquare Media, Inc. and Bill Wilson. | 8-K | 10.1 | 12/13/19 | |
| 10.2.4 * | Amended and Restated Employment Agreement, dated, October 7, 2022, by and between Townsquare Media Inc. and Bill Wilson. | 8-K | 10.1 | 10/14/2022 | |
| 10.3.1 * | Letter Agreement, between Townsquare Media, Inc. and Steven Price, dated October 16, 2017. | 8-K | 10.3 | 10/19/2017 | |
| 10.3.2 * | Amendment to Letter Agreement, dated December 9, 2019, to the Letter Agreement, dated October 16, 2017, and between Townsquare Media, Inc, and Steven Price. | 8-K | 10.4 | 12/13/2019 | |
| 10.4.1 * | Employment Agreement, between Townsquare Media, Inc. and Stuart Rosenstein, dated October 16, 2017. | 8-K | 10.4 | 10/19/2017 | |
| Exhibit Number · Exhibit Description · Filed/Furnished Herewith · Form · Period Ending · Exhibit/Appendix Number · Filing Date | |||||
|---|---|---|---|---|---|
| 10.4.2 * | Amendment to Employment Agreement, dated December 9, 2019, to the Employment Agreement, dated October 16, 2017, by and between Townsquare Media, Inc. and Stuart Rosenstein. | 8-K | 10.2 | 12/13/2019 | |
| 10.4.3 * | Amended and Restated Employment Agreement, dated, October 7, 2022, by and between Townsquare Media Inc. and Stuart Rosenstein. | 8-K | 10.2 | 10/14/2022 | |
| 10.5.1 * | Employment Agreement, between Townsquare Media, Inc. and Erik Hellum, dated October 25, 2017. | 10-K | 12/31/2018 | 10.10 | 3/12/2019 |
| 10.5.2 * | Amendment to Employment Agreement, dated December 9, 2019, to the Employment Agreement, dated October 25, 2017, by and between Townsquare Media, Inc. and Erik Hellum. | 8-K | 10.3 | 12/13/2019 | |
| 10.5.3 * | Amended and Restated Employment Agreement, dated, October 7, 2022, by and between Townsquare Media Inc. and Erik Hellum. | 8-K | 10.3 | 10/14/2022 | |
| 10.5.4 * | Amended and Restated Employment Agreement, dated, December 21, 2023, by and between Townsquare Media, Inc. and Erik Hellum. | 8-K | 10.1 | 12/28/2023 | |
| 10.7.1 * | 2014 Omnibus Incentive Plan | S-8 | 99.1 | 7/2/2024 | |
| 10.7.2 * | Form of Option Grant Agreement | S-1/A | 10.9 | 7/14/2014 | |
| 10.7.3 * | Form of Option Grant at IPO | S-1/A | 10.10 | 7/21/2014 | |
| 10.7.4 * | Restricted Stock Award Agreement between Townsquare Media, Inc. and Bill Wilson, dated May 31, 2018 | 8-K | 10.1 | 6/4/2018 | |
| 10.7.5 * | Form of Restricted Stock Award Agreement | 10-Q | 9/30/2018 | 10.1 | 11/6/2018 |
| 10.7.6 * | 2021 Employee Stock Purchase Plan | 10-K | 12/31/2021 | 10.7.7 | 3/16/2022 |
| 10.8 * | Form of Indemnification Agreement | S-1/A | 10.11 | 7/14/2014 | |
| 10.9 | Second Amended and Restated Registration Agreement, dated as of July 29, 2014, by and among Townsquare Media, Inc., OCM POF IV AIF GAP Holdings, L.P., OCM PF/FF Radio Holdings PT, L.P. and the other persons signatory thereto | 8-K | 10.3 | 7/31/2014 | |
| 10.10 | Stockholders Agreement, dated as of July 29, 2014, by and among Townsquare Media, Inc., OCM POF IV GAP Holdings, L.P., OCM PF/FF Radio Holdings PT, L.P., FiveWire Media Ventures, LLC, Steven Price, Stuart Rosenstein, Alex Berkett, Scott Schatz and Dhruv Prasad. | 8-K | 10.4 | 7/31/2014 | |
| 10.11 | Registration Agreement, dated as of August 16, 2016, by and between Townsquare Media, Inc. and Madison Square Garden Investments, LLC | 10-Q | 9/30/2016 | 10.1 | 11/8/2016 |
| 10.12 | Agreement of Purchase and Sale by and among North American Fairs, LLC, Townsquare Live Events, LLC and Danny Huston, dated May 24, 2018. | 8-K | 10.1 | 5/29/2018 | |
| 10.13 | Stock Repurchase Agreement dated January 24, 2021 by and between Townsquare Media, Inc. and certain affiliates of Oaktree Capital Management L.P. | 8-K | 10.1 | 1/28/2021 | |
| Exhibit Number | Exhibit Description | Filed/Furnished Herewith | Form | Period Ending | Exhibit/Appendix Number | Filing Date |
|---|---|---|---|---|---|---|
| 10.14 | Settlement Agreement, dated as of March 8, 2021, by and among Townsquare Media, Inc., OCM POF IV AIF GAP Holdings, L.P., OCM PF/FF Radio Holdings PT, L.P., Oaktree FF Investment Fund, L.P., Second Street Holdings 1, L.P., Second Street Holdings 2, L.P., Second Street Holdings 3, L.P., Second Street Holdings 4, L.P., Second Street Holdings 5, L.P., Second Street Holdings 6, L.P., Second Street Holdings 7, L.P., and Second Street Holdings 8, L.P | 8-K | 10.1 | 3/10/2021 | ||
| 16.1 | Letter to Securities and Exchange Commission from RSM US LLP, dated June 19, 2019 | 8-K | 16.1 | 6/19/2019 | ||
| 17.1 | Departure of Director, David Quick (incorporated by reference to the registrant’s Current Report on Form 8-K filed on May 17, 2021) | 8-K | 17.1 | 5/17/2021 | ||
| 19.1 | Insider Trading Policy | X | ||||
| 21.1 | List of Subsidiaries of Townsquare Media, Inc. | X | ||||
| 23.1 | Consent of BDO USA, P.C. | X | ||||
| 31.1 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | X | ||||
| 31.2 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | X | ||||
| 32.1 | Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350 | X | ||||
| 32.2 | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350 | X | ||||
| 97 | Clawback Policy, adopted as of October 26, 2023. | 10-K | 12/31/2023 | 97.1 | 3/15/2024 | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||
| * | Management contract or compensatory plan or arrangement. | |||||
| Exhibit Number | Exhibit Description | Filed/Furnished Herewith | Form | Period Ending | Exhibit/Appendix Number | Filing Date |
|---|---|---|---|---|---|---|
| (b) Exhibits. See Exhibits above. | ||||||
| (c) Financial Statement Schedules. Schedule II - Valuation and Qualifying Accounts | ||||||
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