B. Riley Financial, Inc. and 180 Degree Capital Corp. Commence Process to Seek Significant Changes to Maven’s Board of Dire...
November 30 2020 - 5:11PM
B. Riley Financial, Inc. (“B. Riley”) and 180 Degree Capital Corp.
(“180”) today announced that they are taking the steps required to
seek significant changes to the composition of the Board of
Directors (the “Board”) of Maven (the “Company”). B. Riley and 180
also today expressed their utmost confidence and support for the
Company’s management and employees. Last week, B. Riley and 180
sent a letter to the Board requesting the immediate resignation of
five of its members. In the letter, B. Riley and 180 noted that in
the absence of such resignations, they would file a consent
solicitation statement with the Securities and Exchange Commission
(“SEC”) to seek consents from holders of at least a majority of the
voting power of MVEN securities entitled to vote to remove such
directors. On November 27, 2020, after having received no
substantive response from the Board, B. Riley and 180 made their
request publicly known in Schedule 13D filings.
As previously announced last month, B. Riley and 180 were
principal investors in the Company’s $24M equity offering.
Additionally, B. Riley agreed to restructure its debt in the
Company to allow management to invest in the business. These
actions were taken based on their confidence and support of the new
management team led by Ross Levinsohn, Company employees and the
contributions from content providers, particularly Jim Cramer.
The request of B. Riley and 180 is solely related to their
belief that the Board’s composition needs to change to enable MVEN
to achieve its growth and value creation potential. Many of the
current directors joined the Board shortly after the Company merged
with a shell company and before the acquisition of its two largest
assets, the Sports Illustrated license and TheStreet, Inc. These
acquisitions, largely financed by B. Riley and 180, have redefined
the Company and its prospects. Based on the change in the
fundamentals of the Company, the execution of a new business model
led by Mr. Levinsohn, and in preparation for an uplist to a major
stock exchange, B. Riley and 180 believe a board that reflects the
“new” Maven, and one that has significant public company board
experience, is critical to have in place immediately.
B. Riley and 180 note that efforts to effect these changes
through private discussions with the Company’s incumbent Board have
not been successful. Furthermore, as a result of the Company’s
inability to file timely financial statements with the SEC, the
Company has been unable to hold an annual meeting in over two
years. The incumbent Board initially proposed that such changes
occur at the next annual meeting, providing an estimated time frame
of June 2021. B. Riley and 180 do not believe additional delay,
particularly on that projected timeframe, is in the best interest
of stockholders and that the Company needs to act promptly. B.
Riley and 180 regrettably determined that asking stockholders to
remove Board members by written consent is the only viable path
forward at this time. To be clear, this is 100% a Board of
Directors oversight matter and has nothing to do with Maven’s
management or employees.
About B. Riley Financial, Inc.
B. Riley Financial (NASDAQ: RILY) provides collaborative
financial services solutions tailored to fit the capital raising,
business, operational, and financial advisory needs of its clients
and partners. B. Riley operates through several subsidiaries that
offer a diverse range of complementary end-to-end capabilities
spanning investment banking and institutional brokerage, private
wealth and investment management, corporate advisory,
restructuring, due diligence, forensic accounting and litigation
support, appraisal and valuation, and auction and liquidation
services. Certain registered affiliates of B. Riley originate and
underwrite senior secured loans for asset-rich companies. B. Riley
also makes proprietary investments in companies and assets with
attractive return profiles. For the latest Company news and
developments, follow B. Riley on Twitter @BRileyFinancial and
LinkedIn. For more information about B. Riley, visit our website at
www.brileyfin.com.
About 180 Degree Capital Corp.
180 Degree Capital Corp. (NASDAQ: TURN) is a publicly traded
registered closed-end fund focused on investing in and providing
value-added assistance through constructive activism to what we
believe are substantially undervalued small, publicly traded
companies that have potential for significant turnarounds. Our goal
is that the result of our constructive activism leads to a reversal
in direction for the share price of these investee companies, i.e.,
a 180-degree turn. Detailed information about 180 and its holdings
can be found on its website at www.180degreecapital.com.
Contact information:
B. Riley Financial, Inc.Daniel Shribman917-612-2035
180 Degree Capital Corp.Daniel Wolfe917-912-2742
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
B. Riley and certain of its affiliates and 180 (collectively,
the “Participating Stockholders”) intend to file a preliminary
consent statement and accompanying WHITE consent card with the
Securities and Exchange Commission (“SEC”) to be used to solicit
consents from stockholders of MVEN for the proposals referenced
above, the ultimate effect of which, if successful, would be to
remove five members of MVEN’s board of directors (the
“Proposals”).
THE PARTICIPATING STOCKHOLDERS STRONGLY ADVISE ALL STOCKHOLDERS
OF THE COMPANY TO READ THE INFORMATION STATEMENT AND OTHER RELATED
MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THIS CONSENT SOLICITATION WILL PROVIDE COPIES
OF THE INFORMATION STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON
REQUEST.
Participants in the Solicitation
B. Riley and certain of its affiliates and 180 and certain of
each of their respective directors and senior management may be
deemed participants in the solicitation of consents in connection
with the Proposals. Information regarding the special interests of
these directors and executive officers with respect to the
Proposals will be included in the consent solicitation documents
referenced above. Additional information regarding the directors
and senior management of B. Riley is also included in B. Riley’s
annual report on Form 10-K/A (Amendment No. 1) for the year ended
December 31, 2019, which was filed with the SEC on April 23, 2020,
and additional information regarding the directors and senior
management of 180 is also included in 180’s annual report on Form
N-CSR, which was filed with the SEC on February 24, 2020. These
documents are available free of charge at the SEC’s web site at
www.sec.gov.
As of the date hereof, B. Riley and its affiliates beneficially
own 4,245 shares of Series H Preferred Stock, 16,496 shares of
Series J Preferred Stock, 3,367 shares of Series K Preferred Stock
and warrants in respect of 875,000 shares of the Company’s common
stock. Additionally, as of the date hereof, B. Riley and its
affiliates hold approximately $54.6 million in aggregate principal
amount of 12% promissory notes issued by the Company, approximately
$4.1 million in aggregate principal amount of a 15% delayed draw
term loan with the Company as borrower and approximately $12
million aggregate principal amount of 12% senior secured
subordinated convertible debentures issued by the
Company. As of the date hereof, 180 beneficially owns
1,320 shares of Series H Preferred Stock, 5,000 shares of Series I
Preferred Stock, and 1,000 shares of Series J Preferred Stock. 180
may be deemed to beneficially own an additional 5,250 shares of
Series J Preferred Stock that are held by a separately managed
account (“SMA”). 180 disclaims beneficial ownership of the shares
held by the SMA except to the extent of its pecuniary interest
therein.
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