Townsquare Media Repurchases $14.6 Million of Common Stock
Townsquare Media announces that it is repurchasing and retiring 1.5 million shares of Class A common stock held by MSG National Properties, LLC, for $9.76 per share. The purchase price reflects an 11% discount from the closing price of the Class A common stock on March 28, 2024. This transaction follows Townsquare’s June 2023 repurchase of 1.5 million shares from MSG at $9.70 per share, and March 2021 repurchase of 12.6 million shares and warrants from Oaktree Capital Management, L.P. at $6.40 per share. The purchase price of $14.6 million was funded entirely with cash on hand. In 2023,
Townsquare’s Cash Flow from Operations increased 35% year-over-year to $68 million, or approximately $4.07 per basic share based on shares outstanding as of March 28, 2024. Pro forma for this transaction, Cash Flow from Operations per basic share increased to approximately $4.47, representing accretion of approximately 10%. Following the transaction, the Company has 15.2 million shares outstanding. Townsquare CEO Bill Wilson says, “We are very pleased to share that we have repurchased just under 10% of our total shares outstanding in an immediately accretive transaction for our shareholders. Since 2021, we have repurchased 16.2 million shares at an average price of $7.19, while simultaneously reducing leverage. The strong cash generation characteristics of our business model, which produced $68 million of cash flow from operations in 2023, has afforded us the opportunity to accretively repurchase equity and debt, while also investing internally in our digital growth engine. In addition, we introduced a high-yielding dividend in 2023, and recently increased it by 5%. Our dividend has a yield of 7% as of March 28, 2024. With a strong cash balance of $40 million following this transaction, we will retain financial flexibility moving forward and we are confident in our ability to build shareholder value for our investors through long-term net revenue, Adjusted EBITDA and cash flow growth, net leverage reduction, future dividend payments, and potential future share repurchases.”
last trading day of its common stock on the Nasdaq Global Market will be on or about January 18, 2024. Further, prior to March 29, 2024, the company intends to file a Form 15 with the SEC to suspend its reporting obligations under Sections 12(g) and 15(d) of the Exchange Act. In June of 2023, Salem lost compliance with NASDAQ as its stock price slipped below the minimum bid price and never regained compliance and consequently Salem’s board of directors determined that the voluntary delisting is in the best interests of the company and its stockholders. Salem says it anticipates significant financial savings because of this decision. Salem expects that its Class A Common Stock will be quoted on the OTCQX or other market operated by OTC Markets Group Inc.
another 180-calendar day compliance period if it moves its stock to the Nasdaq Capital Market and satisfies other certain requirements. Beasley is the fourth audio company to face delisting this year. Audacy received notice from the New York Stock Exchange and in June engineered a 1-for-30 reverse stock split. Its stock closed at 35 cents per share on Monday (10/16). Salem Media Group received a delisting notice from Nasdaq in June giving it 180 days to rise above the $1 threshold. It closed at 68 cents per share on Monday (10/16). Urban One also received a delisting notice from Nasdaq but not for its share price. That company is late with quarterly reports due to independent accounting issues. 
during the third year, with each price subject to adjustment as specified in the Third A/R Articles.” The redemption of the Class A Common Stock will allow founder and chairman Jeff Smulyan to ultimately take Emmis Corporation private. He comments, “I am grateful to the Emmis shareholders for their tremendous support of our proposal to amend our articles of incorporation, which will give us the opportunity to return significant capital, invest in our current businesses and seek new ventures.” Emmis’ sole radio properties are WEPN-FM, New York “ESPN New York” – currently leased to Good Karma Brands – and Gospel WLIB-AM, New York. The sale of those signals would help fund the stock redemption. 
appointed by the company’s board of directors. This committee established the ratio on June 5. The 1-for-30 reverse stock split reduced the number of outstanding shares of the company’s Class A common stock from approximately 137.5 million shares (excluding unvested restricted stock) to approximately 4.6 million shares (excluding unvested restricted stock) and reduced the number of outstanding shares of the company’s Class B common stock from approximately 4.0 million shares to approximately 135 thousand shares. Proportional adjustments were made to the number of shares of Audacy’s Class A common stock subject to outstanding equity awards, as well as to the applicable exercise prices. Trading of Audacy’s Class A common stock was halted on May 5 on the New York Stock Exchange after the share price fell about 12% to $0.09 per share. The NYSE is moving to delist the stock but Audacy is currently appealing that determination. 
Class A Common Stock and 1,125,000 shares of Class C Common Stock). The purchase price of $14.6 million was funded with cash on hand. Townsquare CEO Bill Wilson states, “We could not be more pleased to share that given our strong cash position, we were able to repurchase approximately 8.5% of our total shares outstanding (and nearly half of MSG’s ownership in Townsquare), capturing a positive return for our shareholders. Due to our strong cash flow generation, we have demonstrated Townsquare’s ability to support a high-yield dividend and repurchase debt and equity, while also simultaneously investing in the future of our digital growth engine. This repurchase is immediately accretive to shareholders and we thank our board of directors for their vote of confidence in our medium and long-term business plan to grow revenue and profits.”
including 5,000 shares of the Company’s Class A common stock that were tendered through notice of guaranteed delivery. Cumulus says the aggregate cost will be approximately $5.7 million, excluding fees and expenses relating to the tender offer. These shares represent approximately 9.8% of the Company’s outstanding Class A common stock as of June 9, 2023.
Common Stock, at a ratio with a range between one-for-two and one-for-30, subject to and as determined by a committee appointed by the board of directors.” This action comes after Audacy received notice from the New York Stock Exchange that it is commencing proceedings to delist the company’s Class A Common Stock from the exchange due to Audacy’s stock reaching “an abnormally low selling price.” Trading of Audacy’s Class A Common Stock was halted on May 16 after the share price fell about 12% to $0.09 per share. Now, the NYSE will apply to the Securities and Exchange Commission to delist the company’s common stock pending completion of applicable procedures. Trading of Audacy’s common stock on the NYSE is suspended but the common stock will continue to be able to be traded over the counter. With the value of Audacy’s Class A Common Stock at less than $0.10 per share, the reverse stock split would have to be at least more than a 1-for-10 split in order for the share price to be over $1.00 per share.
delist the company’s common stock pending completion of applicable procedures. Trading of Audacy’s common stock on the NYSE is suspended but the common stock will continue to be able to be traded over the counter. Audacy says it intends to appeal this determination by the NYSE by filing a written request within 10 business days after receiving the notice. Audacy chairman, president and CEO David J. Field says, “Over the past few years, we have taken a number of transformational actions to give Audacy a leading, differentiated, and scaled position in the dynamic audio space, including podcasting, streaming audio, and our leadership presence across the country’s largest markets and our unrivaled strength in sports and news radio. While we are disappointed by the NYSE’s decision, we are hopeful we will find our way back to the exchange later this year as we execute our action plans which include a reverse stock split to satisfy NYSE rules, the continued execution of our liability management plans and working with our financial advisors to refinance our debt. Further, as macroeconomic conditions stabilize, we believe we will benefit from a general market recovery and will be able to capitalize on our investments in strategic transformation that position Audacy well for the future.”
Offer will expire at Midnight, New York City time, at the end of the day, on June 9, 2023 (the “Expiration Date”), unless extended or earlier terminated by Cumulus. The “modified Dutch auction” allows shareholders to select the price, within a price range specified by Cumulus, and the number of shares they are willing to sell at that price (or, should a higher price be determined as the “purchase price,” such higher price). The Offer is being made under Cumulus’s previously announced $50 million share repurchase program. The purchase price will be the lowest price per share (in increments of $0.05) of not greater than $3.25 and not less than $2.85 per share, at which shares have been properly tendered and not properly withdrawn, that will enable Cumulus to purchase the maximum number of shares having an aggregate purchase price not exceeding $10 million (or, if the Offer is not fully subscribed, all shares properly tendered and not properly withdrawn). Promptly after the Expiration Date, Cumulus will, on the terms and subject to the conditions described in the offer to purchase, determine the single per-share purchase price that Cumulus will pay, subject to proration and conditional tender provisions, for shares properly tendered at or below the purchase price in the Offer and not properly withdrawn, and accepted for payment, taking into account the number of shares tendered pursuant to the Offer and the prices specified, or deemed specified, by the tendering shareholders.
A reverse stock split reduces the number of shares that each shareholder owns but increases the value of each remaining share. Audacy says, “We are seeking shareholder approval for the authority to effectuate the reverse stock split as a means of increasing the share price of our Class A Common Stock to be at or above $1.00 per share in order to attempt to avoid delisting by the NYSE. We expect that the reverse stock split will increase the closing price per share of our Class A Common Stock to be above the $1.00 per share minimum price for the required number of days, thereby satisfying this listing requirement. However, there can be no assurance that the reverse stock split will have that effect, initially or in the future, or that it will enable us to maintain the listing of our Class A Common Stock on the NYSE. We are not aware of any present efforts by anyone to accumulate our Class A Common Stock, and the proposed reverse stock split is not intended to be an anti-takeover device.” Audacy was put on notice last August 1 that it was not in compliance with the minimum average closing price of $1.00 per share and faces delisting. 
since the first special dividend was paid in 2012. The board also adopts a new variable dividend policy for the allocation of cash flows aligned with the company’s goals of maintaining a strong balance sheet, increasing cash returns to shareholders, and continuing to grow the company through strategic acquisitions. Under the new policy, in addition to any quarterly and special dividends paid, the company will declare an additional dividend in the second quarter of each year of 70% of the preceding year’s annual Free 
Cash Flow, as reported in the company’s fourth quarter earnings release, net of acquisitions, special and quarterly dividends, debt paydowns and debt issuance costs, and stock buybacks. Saga president and CEO Christopher Forgy states, “We are very pleased that our strong capital position and operating performance allowed us to declare another regular quarterly cash dividend and a special cash dividend. We are excited to continue our commitment to provide a meaningful cash return to our shareholders through the declarations of these dividends. In addition, we have made tremendous progress during what has been a period of transition for our board of directors and executive management team. Our sustained financial strength has put us in a position to meet operational goals and to support efforts to return value to our shareholders. The cash dividends announced today, along with the new variable dividend policy, express the confidence of our board of directors and executive management team in Saga’s future.”
