– Filed Request for Special Meeting –
– To Propose the Removal of All Four Existing Directors and the Election
of Five Highly Qualified, Independent Nominees –
NEW YORK–(BUSINESS WIRE)–lt;a href=”https://twitter.com/search?q=%24LYSN&src=ctag” target=”_blank”gt;$LYSNlt;/agt; lt;a href=”https://twitter.com/hashtag/shareholderactivism?src=hash” target=”_blank”gt;#shareholderactivismlt;/agt;–Camac Partners, LLC (“Camac”), the investment manager of Camac Fund, LP,
announced today the filing of a special meeting request statement to
call a special meeting of stockholders of Liberated Syndication, Inc.
(OTCQB: LSYN) (“Libsyn”). This filing is the first step toward bringing
much-needed change to Libsyn. Camac owns approximately 6.3 percent of
Libsyn, and has been a stockholder since 2017.
“It is long-past time for meaningful improvements at Libsyn,” said Eric
Shahinian, the founder and managing member of Camac. “The current board
of directors and management team have consistently lined their own
pockets at the expense of stockholders. From outsized executive pay, to
massive stockholder dilution to poor capital allocation, there is simply
no excuse for the current state of Libsyn. Recent actions by the board
and management to further increase their own compensation and continue
to dilute stockholders will not be tolerated. We are committed to
improving Libsyn for the benefit of all stockholders.”
As the first stage of improving Libsyn, Camac filed a special meeting
request statement to solicit the written request of at least 25 percent
of Libsyn’s common stock (including the shares beneficially owned by
Camac) to call a special meeting of stockholders. Once the 25 percent
threshold has been reached, Camac will formally request the special
meeting and send proxy materials urging stockholders to vote in favor of
the proposals that Camac intends to be considered at the special
meeting. Camac currently intends to present proposals to remove Libsyn’s
four existing directors, elect five highly qualified, independent
nominees, and enact other needed governance improvements.
“We think that all existing directors should be removed,” said Mr.
Shahinian. “In addition, we are proposing the election of five highly
qualified, independent nominees. We believe that our nominees—Michael
Cricenti, Simeon McMillan, Adam Pincus, Eric Shahinian and Bradley M.
Tirpak—will bring needed discipline to Libsyn and an unwavering
commitment to stockholder value.”
Continued Mr. Shahinian, “We strongly caution Libsyn and its board of
directors against taking any actions that might interfere with the will
of stockholders or otherwise prevent stockholders from having a say in
the future of their company. We will do everything necessary to ensure
that stockholders—the true owners of Libsyn—have the opportunity to
fully and fairly consider our proposals.”
About Camac’s Nominees
Eric Shahinian is a successful investor. He founded Camac in 2011 and
has served as its managing member since that time. Prior to founding
Camac in 2011, Mr. Shahinian was an analyst at Kingstown Capital
Management L.P., an investment firm, from 2009 to 2011. From August 2015
to May 2017, Mr. Shahinian was a director of Khan Resources, Inc., a
mining company. Mr. Shahinian has a B.S. from Babson College.
Michael Cricenti is a successful investor. Since February 2017, he has
served as the founder and chief investment officer of Magis Capital
Partners LLC, a family office based in Dallas, Texas. From 2009 until
2017, Mr. Cricenti was a managing director of Bluestem Asset Management,
an investment firm. Mr. Cricenti has extensive experience sourcing,
researching and executing investments in public, private and partnership
securities around the world. From 2007 to 2009 Mr. Cricenti worked at
Harris Williams & Co. a leading middle market merger and acquisition
investment bank. Mr. Cricenti has a B.S. from Babson College.
Simeon McMillan is a media executive. Since June 2017, he has served as
Director of Corporate Financial Planning and Analysis at Univision
Communications Inc. (“Univision”), a diversified media company focused
on Hispanics and Latin Americans. From October 2015 to June 2017, Mr.
McMillan served as an Associate in the Office of the CEO at Univision.
From 2010 to 2012, Mr. McMillan worked at Sterling Partners, a private
equity firm. Prior to Sterling Partners, Mr. McMillan worked at Goldman,
Sachs & Co., an investment banking firm. Mr. McMillan has an M.B.A. from
Columbia Business School and a B.S. from the Wharton School at the
University of Pennsylvania.
Adam Pincus is a senior executive with an extensive background in
podcast development, production, distribution, and the exploitation of
podcast IP, as well as a background in film and television. Since
February 2019, Mr. Pincus served as founder and Chief Executive Officer
of Anbaric Audio, a podcast studio/production company. From May 2015 to
September 2018, Mr. Pincus served as Executive Vice President,
Programming & Content at First Look Media / Topic Studios. At First Look
Media, Mr. Pincus oversaw the establishment of the podcast division, and
the launch of numerous success shows, including “Politically Reactive”
with Emmy winner W. Kamau Bell; “Intercepted,” the podcast for First
Look Media’s investigative journalism unit The Intercept, hosted by
award-winning journalist Jeremy Scahill; the #1 series “Missing Richard
Simmons” and its follow up, “Headlong”; and “Anthem”, an original
musical from John Cameron Mitchell (“Hedwig and the Angry Inch”), which
launches on Luminary in April 2019. Prior to his time at First Look
Media Mr. Pincus ran the North American content studio for WPP unit
GroupM Entertainment, where he served as Executive Vice President,
Programming and Production. From January 2008 to August 2013 Mr. Pincus
was an executive at MediaCom where he served as Senior Partner,
Director/Branded Entertainment, from January 2010 to August 2013 and
Head of Content, MediaCom Beyond Advertising from January 2008 to
December 2009. From 1998 to 2005 Mr. Pincus served as Senior Vice
President, Original Programming, On-Air and New Media at Sundance
Channel and was part of the operating committee. Mr. Pincus received a
B.A. from Columbia University.
Bradley M. Tirpak is a successful investor focused on small-cap stocks.
Since September 2016, he has been 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, was
a director of Flowgroup plc, an independent energy supplier in the UK,
from July 2017 until October 2018, and was a director of Birner Dental
Management Services, Inc., a manager of dental practices in Colorado,
Arizona and New Mexico. from December 2017 to January 2018. From April
2015 to February 2017, he was a director of Applied Minerals, Inc., a
leading producer of halloysite clay and advanced natural iron oxide
solutions, and from January 2010 to February 2012, he was a director of
USA Technologies, Inc., a payments company focused on the vending
industry. 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.
Additional Information and Where to Find It
Camac Partners, LLC (“Camac”), together with the other participants
identified below, has filed a preliminary special meeting request
statement, together with a WHITE special meeting request card, with the
Securities and Exchange Commission (the “SEC”) to be to be used to
solicit requests for the calling of a special meeting of stockholders of
Liberated Syndication, Inc. (“Libsyn”).
Camac will furnish a definitive special meeting request statement to
Libsyn stockholders, together with a WHITE special meeting request card.
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE SPECIAL MEETING REQUEST
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
Stockholders may obtain, free of charge, Camac’s preliminary special
meeting request statement, any amendments or supplements thereto and
other relevant documents filed by Camac with the SEC at the SEC’s
Copies of Camac’s definitive special meeting request statement, any
amendments and supplements thereto, and any other relevant documents
filed by Camac with the SEC will also be available, free of charge, by
contacting Camac’s proxy solicitor, InvestorCom LLC, at 19 Old Kings
Highway S., Suite 210, Darien, CT 06820, or by phone at (203) 972-9300.
In addition to Camac, it is anticipated that Camac Capital, LLC, Camac
Fund, LP, Eric Shahinian, Michael Cricenti, Simeon McMillan, Adam Pincus
and Bradley M. Tirpak will be participants in the solicitation of
special meeting requests from stockholders of Libsyn. Camac Fund LP
directly owns 1,766,499 shares of Libsyn’s common stock. Camac, Camac
Capital, LLC and Mr. Shahinian may also be deemed to be the beneficial
owner of such shares. Simeon McMillan directly owns 63,385 shares of
Libsyn’s common stock. No other participant owns any shares of Libsyn’s
Camac is a private investment firm founded in 2011. Camac focuses on
extremely mispriced assets in discrete pockets of opportunity. Camac
prides itself on its unique sourcing, flexible mandate, and constant
focus on non-competitive opportunities. Its investments are long term in
nature and focused on compounding capital over several decades rather
than months or years.
For Further Information