Item 1.01 Entry into a Material Definitive Agreement.
Stock Repurchase Agreement
On
Additionally, pursuant to the Stock Repurchase Agreement, the Sellers granted
the Company an option to purchase all of the Sellers' remaining Securities, and
the Company granted the Sellers an option to sell all or a portion of their
remaining Securities, the date that is fifteen (15) months from the Closing at a
purchase price per Security of
The Stock Repurchase Agreement contains customary representations, warranties and covenants of the parties.
The foregoing description of the Stock Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Repurchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 10.2 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth under Item 5.02 above is incorporated by reference into this Item 5.07.
Item 7.01. Regulation FD Disclosure.
On
In accordance with General Instruction B.2 of Form 8-K, the information included under this Item 7.01 in this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
Except for the historical information contained in this Current Report on Form 8-K, the matters addressed are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
2
--------------------------------------------------------------------------------
often discuss the Company's current expectations. You can identify
forward-looking statements by the fact that they do not relate strictly to
historical or current facts. These statements may include words such as "could,"
"would," "will," the negatives thereof and other words and terms. The
forward-looking statements contained in this Current Report on Form 8-K include,
but are not limited to, statements related to the consummation of the stock
repurchase pursuant to the Stock Purchase Agreement, the timing thereof and the
potential exercise of the Company's option to purchase all of the Sellers'
remaining Securities, or the Sellers' option to sell all or a portion of their
remaining Securities to the Company. By nature, forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those projected or implied by the forward-looking statements.
Forward-looking statements are based on current expectations and assumptions and
currently available data and are neither predictions nor guarantees of future
events or performance. You should not place undue reliance on forward-looking
statements, which speak only as of the date hereof or as of the date specified
herein. See "Risk Factors" and "Forward-Looking Statements" included in the
Company's Annual Report on Form 10-K for the year ended
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this report:
Exhibit No. Description 10.1 Stock Repurchase Agreement, datedJanuary 24, 2021 , betweenTownsquare Media, Inc. and the Sellers party thereto. 10.2 Amendment to theTownsquare Media, Inc. 2014 Omnibus Incentive Plan 99.1 Press Release, datedJanuary 25, 2021 , issued byTownsquare Media, Inc. 104 Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document). 3
--------------------------------------------------------------------------------
© Edgar Online, source