Sec Form 13D Filing - GE Capital Equity Holdings Inc. filing for Townsquare Media Inc. (TSQ) - 2014-08-04

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)

Townsquare Media, Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of class of securities)

892231-10-1

(CUSIP Number)

Vincent Erardi Senior Managing Director, Chief Financial Officer and Treasurer GE Capital Equity Holdings, Inc. 201 Merritt 7 Norwalk, CT 06851 (203) 229-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 25, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box   [_].

 

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(1)

Represents shares of Class A Common Stock of Townsquare Media, Inc. (the “Issuer”) issuable upon conversion of the 2,996,283 shares of Class C Common Stock directly owned by GE Capital Equity Holdings, Inc. (“GECEH”).  Each holder of Class C Common Stock is entitled to convert at any time all or any part of such holder’s shares into an equal number of shares of the Issuer’s Class A Common Stock, subject to restrictions set forth in the Issuer’s certificate of incorporation.  Holders of the Issuer’s Class C Common Stock are not entitled to vote on matters to be voted upon by shareholders generally, whereas each share of the Issuer’s Class A Common Stock entitles its holder to one vote and each share of Issuer’s Class B Common Stock entitles its holder to ten votes.

(2)

Assumes (i) all of the shares of Class C Common Stock owned by GECEH are converted into shares of Class A Common Stock and (ii) and no other shares of Class C Common Stock and no shares of Class B Common Stock are converted into Class A Common Stock.  Percent of Class A Common Stock calculated based on 8,767,242 shares of Class A Common Stock outstanding as of July 25, 2014, as disclosed by the Issuer to the Reporting Person (and in the Issuer’s Prospectus filed with the SEC on July 25, 2014), plus the number of shares of Class A Common Stock issuable to GECEH upon conversion of all of the shares of Class C Common Stock owned by GECEH.

 

 

1	NAME OF REPORTING PERSONS				GE Business Financial Services, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:						(a) [_] (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS:			OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):						[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:					Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER:			144,284  (see Item 5) (1)
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER:			0  (see Item 5) (1)
EACH REPORTING		9	SOLE DISPOSITIVE POWER:			144,284  (see Item 5) (1)
PERSON WITH		10	SHARED DISPOSITIVE POWER:			0  (see Item 5) (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:  144,284  (see Item 5) (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:						[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.6% (see Item 5) (2)
14	TYPE OF REPORTING PERSON:				CO

(1)

Represents shares of Class A Common Stock of the Issuer issuable upon conversion of the 144,284 shares of Class C Common Stock directly owned by GE Business Financial Services, Inc. (“GEBFS”).  Each holder of Class C Common Stock is entitled to convert at any time all or any part of such holder’s shares into an equal number of shares of the Issuer’s Class A Common Stock, subject to restrictions set forth in the Issuer’s certificate of incorporation.  Holders of the Issuer’s Class C Common Stock are not entitled to vote on matters to be voted upon by shareholders generally, whereas each share of the Issuer’s Class A Common Stock entitles its holder to one vote and each share of Issuer’s Class B Common Stock entitles its holder to ten votes.

(2)

Assumes (i) all of the shares of Class C Common Stock owned by GEBFS are converted into shares of Class A Common Stock and (ii) and no other shares of Class C Common Stock and no shares of Class B Common Stock are converted into Class A Common Stock.  Percent of Class A Common Stock calculated based on 8,767,242 shares of Class A Common Stock outstanding as of July 25, 2014, as disclosed by the Issuer to the Reporting Person (and in the Issuer’s Prospectus filed with the SEC on July 25, 2014), plus the number of shares of Class A Common Stock issuable to GEBFS upon conversion of all of the shares of Class C Common Stock owned by GEBFS.

 

 

 

1	NAME OF REPORTING PERSONS				GEI, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:						(a) [_] (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS:			Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):						[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:					Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER:			144,284 (see Item 5) (1)
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER:			0  (see Item 5) (1)
EACH REPORTING		9	SOLE DISPOSITIVE POWER:			144,284  (see Item 5) (1)
PERSON WITH		10	SHARED DISPOSITIVE POWER:			0  (see Item 5) (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:  144,284 (see Item 5) (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:						[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.6% (see Item 5) (2)
14	TYPE OF REPORTING PERSON:				CO

(1)

Includes the shares owned by GEBFS, which is a wholly-owned subsidiary of GEI, Inc. (“GEI”).  GEI may be deemed a beneficial owner of such shares.  See Note (1) to GEBFS’ cover page of this Schedule 13D.

(2)

See Note (2) to GEBFS’ cover page of this Schedule 13D.

 

 

 

1	NAME OF REPORTING PERSONS				Antares Capital Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:						(a) [_] (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS:			OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):						[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:					Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER:			117,572  (see Item 5) (1)
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER:			0  (see Item 5) (1)
EACH REPORTING		9	SOLE DISPOSITIVE POWER:			117,572  (see Item 5) (1)
PERSON WITH		10	SHARED DISPOSITIVE POWER:			0  (see Item 5) (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:  117,572  (see Item 5) (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:						[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.3% (see Item 5) (2)
14	TYPE OF REPORTING PERSON:				CO

 

 

(1)

Represents shares of Class A Common Stock of the Issuer issuable upon conversion of the 117,572 shares of Class C Common Stock directly owned by Antares Capital Corporation (“Antares”).  Each holder of Class C Common Stock is entitled to convert at any time all or any part of such holder’s shares into an equal number of shares of the Issuer’s Class A Common Stock, subject to restrictions set forth in the Issuer’s certificate of incorporation.  Holders of the Issuer’s Class C Common Stock are not entitled to vote on matters to be voted upon by shareholders generally, whereas each share of the Issuer’s Class A Common Stock entitles its holder to one vote and each share of Issuer’s Class B Common Stock entitles its holder to ten votes.

(2)

Assumes (i) all of the shares of Class C Common Stock owned by Antares are converted into shares of Class A Common Stock and (ii) and no other shares of Class C Common Stock and no shares of Class B Common Stock are converted into Class A Common Stock.  Percent of Class A Common Stock calculated based on 8,767,242 shares of Class A Common Stock outstanding as of July 25, 2014, as disclosed by the Issuer to the Reporting Person (and in the Issuer’s Prospectus filed with the SEC on July 25, 2014), plus the number of shares of Class A Common Stock issuable to Antares upon conversion of all of the shares of Class C Common Stock owned by Antares.

 

 

 

1	NAME OF REPORTING PERSON:				General Electric Capital Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:						(a) [_] (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS:			Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):						[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:					Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER:			3,258,139  (see Item 5) (1)
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER:			0  (see Item 5) (1)
EACH REPORTING		9	SOLE DISPOSITIVE POWER:			3,258,139 (see Item 5) (1)
PERSON WITH		10	SHARED DISPOSITIVE POWER:			0  (see Item 5) (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 3,258,139 (see Item 5) (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:						[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.1%  (see Item 5) (2)
14	TYPE OF REPORTING PERSON:				CO

 

(1)

Represents shares of Class A Common S tock of the Issuer issuable upon conversion of the 3,258,139 shares of Class C Common Stock in the aggregate directly owned by GECEH, GEBFS and Antares. GECEH, GEBFS and Antares are wholly-owned subsidiaries of General Electric Capital Corporation (“GE Capital”), and GE Capital is a beneficial owner of such shares.  Each holder of Class C Common Stock is entitled to convert at any time all or any part of such holder’s shares into an equal number of shares of the Issuer’s Class A Common Stock, subject to restrictions set forth in the Issuer’s certificate of incorporation.  Holders of the Issuer’s Class C Common Stock are not entitled to vote on matters to be voted upon by shareholders generally, whereas each share of the Issuer’s Class A Common Stock entitles its holder to one vote and each share of Issuer’s Class B Common Stock entitles its holder to ten votes.

(2)

Assumes (i) all of the shares of Class C Common Stock owned by GECEH, GEBFS and Antares are converted into shares of Class A Common Stock and (ii) and no other shares of Class C Common Stock and no shares of Class B Common Stock are converted into Class A Common Stock.  Percent of Class A Common Stock calculated based on 8,767,242 shares of Class A Common Stock outstanding as of July 25, 2014, as disclosed by the Issuer to the Reporting Person (and in the Issuer’s Prospectus filed with the SEC on July 25, 2014), plus the number of shares of Class A Common Stock issuable to GECEH, GEBFS and Antares upon conversion of all of the shares of Class C Common Stock owned by them.

 

 

 

1	NAME OF REPORTING PERSON:				General Electric Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:						(a) [_] (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS:			Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):						[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:					New York
NUMBER OF SHARES		7	SOLE VOTING POWER:			Disclaimed (see row 11 below)
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER:			0
EACH REPORTING		9	SOLE DISPOSITIVE POWER:			Disclaimed (see row 11 below)
PERSON WITH		10	SHARED DISPOSITIVE POWER:			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:  Beneficial ownership of all shares disclaimed by General Electric Company
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:						[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Not applicable (see row 11 above)
14	TYPE OF REPORTING PERSON:				CO

 

 

 

Item 1.

Security and Issuer.

 

 

Item 2.

Identity and Background.

 

 

 

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

 

Item 4.

Purpose of Transaction.

 

 

 

 

Item 5.

Interest in Securities of the Issuer.

 

(a)

The responses of the Reporting Person to Rows (11) through (13) of the cover pages of this Schedule 13D, as of August 3, 2014, are incorporated herein by reference.  As of August 3, 2014, GE Capital was the beneficial owner of 3,258,139 of shares of Class A Common Stock issuable upon conversion of the 3,258,139 shares of Class C Common Stock in the aggregate directly owned by GECEH, GEBFS and Antares, which represents 27.1% of the number of shares of Class A Common Stock outstanding (based on (i) 8,767,242 shares of Class A Common Stock outstanding as of July 25, 2014, as disclosed by the Issuer to the Reporting Persons (and in the Issuer’s Prospectus filed with the SEC on July 25, 2014), plus (ii) the number of shares of Class A Common Stock issuable to GECEH, GEBFS and Antares upon conversion of the shares of Class C Common Stock owned by them).

 

 

 

 

 

 

 

 

 

 

 

 

(b)

The responses of the Reporting Person to (i) Rows (7) through (10) of the cover pages of this Schedule 13D and (ii) Item 5(a) hereof, in each case, as of August 3, 2014, are incorporated herein by reference.

 

(c)

Except for the transaction described in Item 3 hereof (which is incorporated herein by reference), none of the Reporting Persons, nor, to their knowledge any of the Scheduled Persons, has effected any transaction in Class A Common Stock during the past 60 days.

 

(d)

Not applicable.

 

(e)

Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

 

 

 

 

 

 

 

 

 

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit No.	Exhibit Description
1	Joint Filing Agreement, by and among the Reporting Persons, dated August 4, 2014. *
2	Form of Certificate of Incorporation of Townsquare Media, Inc. (Exhibit 3.1 to the Issuer’s Amendment No. 2 to Form S-1 filed with the SEC on July 14, 2014 (Registration No. 333-197002)). †
3	Form of Lock-Up Agreement, dated July 11, 2014, between each of GECEH, GEBFS and Antares, and the underwriters named therein (Exhibit C to Exhibit 1.1 to the Issuer’s Amendment No. 2 to Form S-1 filed with the SEC on July 14, 2014 (Registration No. 333-197002)). †
4	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 (Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 31, 2014 (SEC File No. 1-36558)). †
5	Power of Attorney (GE Capital) (Exhibit 24.1 to Form 3 filed with the SEC on July 23, 2014, by GE Capital with respect to the Issuer). †
6	Power of Attorney (GE) (Exhibit 24.2 to Form 3 filed with the SEC on July 23, 2014, by GE with respect to the Issuer). †