Liberated Syndication Announces Settlement Agreement with Camac
Partners
Eric Shahinian, Brad Tirpak, and an Independent Director to Join
Board;
Camac Withdraws Special Meeting Request and Dismisses Nevada
Litigation
PITTSBURGH, PA – October 4, 2019 – Liberated
Syndication (OTCQB:LSYN) (“Libsyn” or the
“Company”), a recognized leader in podcast hosting,
distribution and monetization, today announced it has reached a
settlement agreement with Camac Fund, LP, and its affiliates Camac
Partners, LLC, Camac Capital, LLC, and Eric Shahinian,
(collectively, “Camac”) which own approximately 6.7% of
outstanding shares of Libsyn’s common stock. The agreement
includes: the addition of new directors to Libsyn’s Board of
Directors, including Eric Shahinian and Brad Tirpak (a managing
director at Palm Active Partners), and at least one new independent
director; Camac withdrawing its special meeting request; and Camac
dismissing its pending litigation in Nevada.
“We
are pleased to have reached a resolution that we believe is in the
best interests of all Lisbyn shareholders,” said Chris
Spencer, Liberated Syndication CEO. “We look forward to
adding new directors to our Board and believe the new independent
voices will complement those of our existing directors. Libsyn is
performing well, as evidenced by the strong third quarter
podcasting subscription growth announced yesterday, and we believe
the Company is well positioned to continue executing on our
strategy and enhancing shareholder value.”
“We
are pleased to reach this agreement with Libsyn that brings fresh
perspectives to its Board and positions the Company for future
value creation,” said Mr. Shahinian, founder and managing
member of Camac. “Libsyn is a wonderful business, and we
believe this agreement will drive enhanced value for all
shareholders, employees and customers.”
The
agreement provides for, among other things, the
following:
●
Board Updates: Mr. Shahinian and Mr.
Tirpak have been appointed to the Board. Mr. Shahinian will chair
the Compensation Committee and Strategic Review Committee and Mr.
Tirpak will join the Audit Committee. Libsyn will work to identify
new independent director candidates for approval by Camac, with the
intention that one new independent director will promptly join the
Board and its Compensation Committee in place of an existing
director. Further, Libsyn’s director slate for the 2020
annual meeting will include at least one additional new independent
director in lieu of an existing independent director.
●
Strategic Review: Libsyn will form a
Strategic Review Committee aimed at developing value-enhancing
actions for all stakeholders.
●
Annual Meeting Dates: Libsyn will hold
its next annual meeting no later than September 15, 2020. The
Company will hold its 2021 annual meeting no later than September15, 2021.
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●
Voting and Standstill Agreements:
Libsyn’s directors and management team will vote their
respective shares in favor of the Company’s director nominees
at the 2020 Annual Meeting. Camac will also vote its shares in
favor of the Company’s director nominees at the 2020 Annual
Meeting, unless the Board does not nominate Mr. Shahinian and Mr.
Tirpak at the 2020 Annual Meeting. Camac has agreed to a customary
standstill until September 1, 2020.
●
Fees: Libsyn will reimburse Camac for up
to $600,000 in out of pocket expenses.
●
Equity Grants: Libsyn will immediately
cancel an aggregate of 300,000 shares from the equity grants on
April 13, 2017 associated with the Nasdaq uplisting. The shares
will be equally split between Mr. Spencer and John Busshaus, the
Company’s former Chief Financial Officer.
Loeb
& Loeb LLP and Sherman & Howard LLP are serving as legal
advisors to the Company and MacKenzie Partners, Inc. is serving as
proxy advisor. Wilson Sonsini Goodrich & Rosati, Professional
Corporation and Ballard Spahr LLP are serving as legal advisors to
Camac and InvestorCom, LLC is serving as proxy
advisor.
About Eric Shahinian
Eric Shahinian, age 31, is the managing member of Camac Partners
LLC, which he founded in 2011. Prior to founding Camac, he was an
analyst at Kingstown Capital Management L.P., an investment firm,
from 2009 to 2011. Mr. Shahinian was a director of Khan Resources,
Inc. from 2015 to 2017, during which time the company reached a
settlement with the government of Mongolia in regards to an
arbitration award entered in the company’s favor and paid out
a large return of capital. Mr. Shahinian has a B.S. from Babson
College.
About Bradley Tirpak
Bradley M. Tirpak, age 49, is a managing director at Palm Active
Partners LLC. From 2009 to 2016, Mr. Tirpak was founder and Chief
Executive Officer of Locke Partners and managed various investment
partnerships that focused on engaging public companies to improve
corporate governance and improve stockholder returns. Earlier in
his career, he worked for Credit Suisse First Boston, Caxton
Associates, Sigma Capital Management and Chilton Investment
Company. Mr. Tirpak is the Chairman of the Board of Full House
Resorts, Inc., a casino developer and operator, and has been a
director since December 2014. He previously held director positions
at Flowgroup, Birner Dental Management Services, Inc., Applied
Minerals, Inc. and USA Technologies, Inc. Mr. Tirpak is a trustee
of the HALO Trust USA, the world’s largest humanitarian mine
clearance organization which clears the debris of war in over 20
countries. Mr. Tirpak received a B.S. from Tufts University and an
M.B.A from Georgetown University.
About Liberated Syndication
Liberated Syndication (“Libsyn”) is the world’s
leading podcast hosting network and has been providing publishers
with distribution and monetization services since 2004. In 2018
Libsyn delivered over 5.1 billion downloads. Libsyn hosts over 5.6
million media files for more than 67,000 podcasts, including
typically around 35% of the top 200 podcasts in Apple Podcasts.
Podcast producers choose Libsyn to measure their audience via IAB
V2 certified stats, deliver popular audio and video episodes,
distribute their content through smartphone Apps (iOS and Android),
and monetize via premium subscription services and advertising. We
are a Pittsburgh based company with a world class team. Visit us on
the web at https://www.libsyn.com.
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Pair Networks, founded in 1996, is one of the oldest and most
experienced Internet hosting company providing a full range of
fast, powerful and reliable Web hosting services. Pair offers a
suite of Internet services from shared hosting to virtual private
servers to customized solutions with world-class 24x7 on-site
customer support. Based in Pittsburgh, Pair serves businesses,
bloggers, artists, musicians, educational institutions and
non-profit organizations around the world. Visit us on the web
at www.pair.com.
Legal Notice
“Forward-looking Statements” as defined in the Private
Securities litigation Reform Act of 1995 may be included in this
press release. These statements relate to future events or our
future financial performance. These statements are only predictions
and may differ materially from actual future results or events.
Except as required by law, we disclaim any intention or obligation
to revise any forward-looking statements whether as a result of new
information, future developments or otherwise. There are important
risk factors that could cause actual results to differ from those
contained in forward-looking statements, including, but not limited
to, those described from time to time in our filings with the
Securities and Exchange Commission.