SCHEDULE 13G/A: MSD Capital and Affiliates Maintain Significant Stake in Townsquare Media, Inc.
Beneficial Ownership Disclosure
An amended Schedule 13G filing reveals that MSD Capital, L.P., along with its affiliates and principals including Michael S. Dell, collectively beneficially own 8.3% of Townsquare Media, Inc.'s Class A Common Stock as of December 31, 2024.
Summary
- MSD Capital, L.P., SOF Investments, L.P., SOF Investments, L.P. Private V, Michael S. Dell, Gregg R. Lemkau, and Marc R. Lisker (collectively, the "Reporting Persons") have jointly filed an Amendment No. 4 to Schedule 13G regarding their beneficial ownership in Townsquare Media, Inc.
- As of December 31, 2024, MSD Capital, L.P., Michael S. Dell, Gregg R. Lemkau, and Marc R. Lisker each beneficially own 1,228,199 shares of Townsquare Media, Inc.'s Class A Common Stock, representing 8.3% of the class.
- This 8.3% ownership for MSD Capital and its principals includes 728,199 shares of Class A Common Stock and 500,000 shares of Class C Common Stock, which are convertible into an equal number of Class A shares.
- SOF Investments, L.P. beneficially owns 125,937 shares, representing 0.9% of the Class A Common Stock.
- SOF Investments, L.P. Private V beneficially owns 1,102,262 shares, representing 7.5% of the Class A Common Stock. This includes 602,262 shares of Class A Common Stock and 500,000 shares of Class C Common Stock.
- All reported shares are held with shared voting power and shared dispositive power; no reporting person holds sole voting or dispositive power.
- The percentages are calculated based on 14,231,917 shares of Class A Common Stock outstanding as of November 1, 2024, plus the conversion of Class C Common Stock beneficially owned by each respective Reporting Person.
Sentiment
Score: 5
Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would indicate a positive or negative sentiment regarding the company's performance or prospects.
Future Outlook
NA
Management Comments
- The Reporting Persons certify that, to the best of their knowledge and belief, the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, and were not acquired or held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
Industry Context
This filing is a routine disclosure of beneficial ownership by a significant institutional investor group in a publicly traded media company. It does not provide specific insights into broader industry trends or competitive dynamics beyond the ownership structure.
Stakeholder Impact
- Shareholders: Provides transparency regarding significant ownership stakes by institutional investors and their affiliates, which can influence market perception and liquidity.
- Management: The certification indicates that the stake is not for control purposes, suggesting stability in current management, though potential future nominations under Rule 14a-11 are noted.
Key Dates
| Date | Description |
|---|---|
| 2024-11-01 | Date as of which 14,231,917 shares of Class A Common Stock were outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q. |
| 2024-11-07 | Date of Issuer's Quarterly Report on Form 10-Q filing with the SEC. |
| 2024-12-31 | Date of event which requires filing of this statement (beneficial ownership snapshot date). |
| 2025-02-13 | Date of the Joint Filing Agreement among the Reporting Persons and the filing date of this Amendment No. 4 to Schedule 13G. |
Keywords
Townsquare Media, MSD Capital, Michael S. Dell, SEC filing, Schedule 13G, beneficial ownership, Class A Common Stock, investment, media company
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