(Amendment No. )1
ANDREW M. FREEDMAN ESQ.
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 §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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THE
DONERAIL GROUP LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC,
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,025,000*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,025,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,025,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.4%
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14
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TYPE OF REPORTING PERSON
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PN,
IA
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*Includes 525,000 Shares underlying call options currently exercisable
as further described in Item 6.
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1
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NAME OF REPORTING PERSON
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WILLIAM
WYATT
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC,
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,025,000*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,025,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,025,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.4%
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14
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TYPE OF REPORTING PERSON
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IN
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*Includes 525,000 Shares underlying call options currently exercisable
as further described in Item 6.
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1
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NAME OF REPORTING PERSON
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HARBERT FUND ADVISORS, INC.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC, AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Alabama
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,025,000*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,025,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,025,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.4%
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14
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TYPE OF REPORTING PERSON
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CO
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*Includes 525,000 Shares underlying call options currently exercisable
as further described in Item 6.
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1
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NAME OF REPORTING PERSON
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HARBERT MANAGEMENT CORPORATION
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC, AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Alabama
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,025,000*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,025,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,025,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.4%
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14
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TYPE OF REPORTING PERSON
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CO
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*Includes 525,000 Shares underlying call options currently exercisable
as further described in Item 6.
The following
constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
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Item 1.
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Security and Issuer
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This statement relates to the
Common Stock, par value $0.001 per share (the “Shares”), of Turtle Beach Corporation, a Nevada corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 44 South Broadway, 4th Floor, White Plains, NY 10601.
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Item 2.
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Identity and Background
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(a)
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This statement is filed by:
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(i)
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The Donerail Group LP (“Donerail”), a Delaware Limited Partnership;
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(ii)
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William Wyatt, a United States Citizen (“Mr. Wyatt”);
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(iii)
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Harbert Fund Advisors, Inc. (“HFA”), an Alabama Corporation; and
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(iv)
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Harbert Management Corporation (“HMC”), an Alabama Corporation.
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Each of Donerail, Mr. Wyatt, HFA and HMC are referred to as a “Reporting
Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing
Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. This statement relates
to Shares held for the account of a certain private investment fund for which Donerail acts as investment manager, The Donerail Master
Fund LP, a Cayman Islands exempted limited partnership (the “Donerail Fund”). Mr. Wyatt is the Managing Partner of Donerail
and the Senior Managing Director of the general partner of the Donerail Fund. As a “relying adviser,” Donerail operates subject
to the supervision and control of its “filing adviser” HFA, an investment adviser registered with the United States Securities
and Exchange Commission. HMC is the parent of HFA and the managing member of the general partner of Donerail.
Set forth on Schedule A annexed
hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship
of the executive officers and directors of HFA and HMC. To the best of the Reporting Persons’ knowledge, except as otherwise set
forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement
or understanding required to be disclosed herein.
(b)
The principal business address of Donerail and Mr. Wyatt is 240 26th Street, Suite 3, Santa Monica, CA 90402. The principal business
address of HFA and HMC is 2100 Third Avenue North, Suite 600, Birmingham, AL 35203.
(c)
The principal business of Donerail is serving as the investment manager of the Donerail Fund, whose principal business is investing
in securities. The principal occupation of Mr. Wyatt is serving as Managing Partner of Donerail.
The principal business of HMC and its wholly owned subsidiary HFA is serving as an alternative asset management firm to various private
investment funds.
(d)
No Reporting Person, any person listed on Schedule A, or the Donerail Fund has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
No Reporting Person, any person listed on Schedule A, or the Donerail Fund has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f)
Mr. Wyatt is a citizen of the United States of America. Donerail is incorporated under the laws of the State of Delaware. HFA and
HMC are incorporated under the laws of the State of Alabama. The citizenship of the persons listed on Schedule A is set forth therein.
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Item 3.
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Source and Amount of Funds or Other Consideration
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The Shares Purchased by the
Donerail Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary
course of business) in open market purchases, except as otherwise noted in Schedule B, which is incorporated herein by reference. The
total purchase price for the Shares reported herein was approximately $13,953,524. The aggregate purchase price of the 525,000 Shares
underlying certain call options which are currently exercisable and may be deemed to be beneficially owned by the Reporting Persons is
approximately $1,173,432.
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Item 4.
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Purpose of Transaction.
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The Shares were purchased based
on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.
Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares
at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to (i) increase or decrease their
position in the Issuer through, among other things, the purchase or sale of Shares and/or other equity, debt, derivative securities or
other instruments that are convertible into Shares, or are based upon or relate to the value of the Shares or the Issuer (collectively
“Securities”) on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable and/or (ii) enter into transactions that increase or hedge their economic exposure to the Shares or other Securities
without affecting any Reporting Person’s beneficial ownership of the Shares or other Securities.
The Reporting Persons have been
actively engaged with the Issuer’s board of directors (the “Board”) and management for the past five months regarding
a number of value-creating and governance-enhancing topics. As detailed in an open letter to the Issuer (the “Open Letter”),
dated July 19, 2021, Donerail made an offer on April 27, 2021 to acquire the Issuer at an attractive premium (the “Acquisition Proposal”).
In the Open Letter, Donerail noted that the Acquisition Proposal included details regarding, among other things, Donerail’s ability
to finance the transaction, its view that a financing contingency would not be needed, and that Donerail would be willing to substantively
increase its offer if Donerail’s due diligence showed signs of additional potential value in the company to warrant such an increased
offer. Donerail is disappointed that the Board’s responses to date to Donerail’s acquisition overtures have stymied due diligence
and good faith negotiations, which, in turn, have heightened Donerail’s concerns that the Board may be entrenched. Donerail is engaging,
and expects to continue to engage, in discussions with the Issuer regarding its Acquisition Proposal and other matters relating to value
maximization of the Issuer. The foregoing description of the Open Letter is qualified in its entirety by reference to the full text of
the Open Letter which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Reporting Persons may
consider, explore and/or develop plans and/or make proposals, including, but not limited to, revised acquisition offers, (whether
preliminary or final) and with respect to, among other things, potential changes in the Issuer's operations, management,
organizational documents, composition of the Board, ownership, capital or corporate structure, sale transactions, dividend policy,
strategy and plans and a potential strategic review or sale process involving the Issuer or certain of the Issuer's businesses or
assets, including transactions in which the Reporting Persons may seek to participate and potentially engage in. The Reporting
Persons have communicated with the Issuer’s management and Board, and intend to continue to communicate with the Issuer's
management and Board about, and may enter into negotiations and agreements with them regarding, the foregoing and the matters in the
Open Letter, and a broad range of operational and strategic matters, and to communicate with other shareholders or third parties,
including potential targets, acquirers, industry analysts, investment professionals, investors, existing or potential strategic
partners or competitors, service providers and financing sources regarding the Issuer. The Reporting Persons may exchange
information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons may change
their intentions with respect to any and all matters referred to in this item 4. The Reporting Persons may also take steps to
explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or
actions or proceed with such transactions.
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Item 5.
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Interest in Securities of the Issuer.
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The aggregate percentage of
Shares reported owned by each person named herein is based upon 16,065,231 Shares outstanding, which is the total number of Shares outstanding
as of July 31, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on August 5, 2021.
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(a)
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As of the date hereof, Donerail beneficially owned 1,025,000 Shares, including 525,000 Shares underlying
call options currently exercisable.
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Percentage: Approximately 6.4%
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(b)
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1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 1,025,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 1,025,000
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(c)
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The transactions in the Shares during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.
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(a)
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Mr. Wyatt, as the Managing Partner of Donerail, may be deemed the beneficial owner of the 1,025,000 Shares
beneficially owned by Donerail, including 525,000 Shares underlying call options currently exercisable.
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Percentage: Approximately 6.4%
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(b)
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1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 1,025,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 1,025,000
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(c)
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The transactions in the Shares during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.
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(a)
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HFA, in its capacity as “filing adviser” with supervisory control of Donerail, may be deemed
the beneficial owner of the 1,025,000 Shares beneficially owned by Donerail, including 525,000 Shares underlying call options currently
exercisable.
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Percentage: Approximately 6.4%
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(b)
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1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 1,025,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 1,025,000
|
|
|
(c)
|
The transactions in the Shares during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.
|
|
|
(a)
|
HMC, in its capacity as managing member of the general partner of Donerail, may be deemed the beneficial
owner of the 1,025,000 Shares beneficially owned by Donerail, including 525,000 Shares underlying call options currently exercisable.
|
Percentage: Approximately 6.4%
|
|
(b)
|
1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 1,025,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 1,025,000
|
|
|
(c)
|
The transactions in the Shares during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
|
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
|
|
(d)
|
Other than the Donerail Fund, no person is known to have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, the Shares.
|
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
The Donerail Fund has purchased
American-style listed call options referencing an aggregate of 525,000 Shares, which have an exercise price of $34.00 and expire on October
15, 2021, as further detailed on Schedule B hereto, which is incorporated by reference herein.
The Donerail Fund has purchased
American-style listed put options referencing an aggregate of 500,000 Shares, which have an exercise price of $23.00 and expire on August
20, 2021, as further detailed on Schedule B hereto, which is incorporated by reference herein.
The Donerail Fund has sold short
American-style listed put options referencing an aggregate of 500,000 Shares, which have an exercise price of $26.00 and expire on October
15, 2021, as further detailed on Schedule B hereto, which is incorporated by reference herein.
On August 9, 2021, the Reporting
Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements
on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
Other than as described herein,
there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and
any other person, with respect to the securities of the Issuer.
|
|
Item 7.
|
Material to be Filed as Exhibits.
|
SIGNATURES
After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 9, 2021
|
|
THE DONERAIL GROUP LP
|
|
|
|
|
|
By:
|
/s/ William Wyatt
|
|
|
|
Name:
|
William Wyatt
|
|
|
|
Title:
|
Managing Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ William Wyatt
|
|
|
William Wyatt
|
|
|
HARBERT FUND ADVISORS, INC.
|
|
|
|
|
|
By:
|
/s/ John W. McCullough
|
|
|
|
Name:
|
John W. McCullough
|
|
|
|
Title:
|
Executive Vice President & General Counsel
|
|
|
HARBERT MANAGEMENT CORPORATION
|
|
|
|
|
|
By:
|
/s/ John W. McCullough
|
|
|
|
Name:
|
John W. McCullough
|
|
|
|
Title:
|
Executive Vice President & General Counsel
|
SCHEDULE A
Titled Officers and Directors of Harbert Fund
Advisors, Inc. and Harbert Management Corporation
|
Name and Position
|
|
Principal Occupation
|
|
Principal Business Address
|
|
Citizenship
|
|
|
|
|
|
|
|
|
Raymond J. Harbert
Chief Executive Officer & Chairman of HFA and HMC
|
|
Serving as Chairman and CEO of HMC
|
|
2100 Third Avenue North, Suite 600; Birmingham, AL 35203
|
|
USA
|
|
|
|
|
|
|
|
|
|
John F. Bryant
Executive Vice President & Director of HMC
|
|
Serving as EVP and a director of HMC
|
|
2100 Third Avenue North, Suite 600; Birmingham, AL 35203
|
|
USA
|
|
|
|
|
|
|
|
|
|
Charles D. Miller
Executive Vice President of HFA and HMC
|
|
Serving as EVP of HMC
|
|
2100 Third Avenue North, Suite 600; Birmingham, AL 35203
|
|
USA
|
|
|
|
|
|
|
|
|
|
Raymond J, Harbert, Jr.
Executive Vice President & Chief Financial Officer of HFA
and HMC & Director of HMC
|
|
Serving as EVP, CFO and a director of HMC
|
|
2100 Third Avenue North, Suite 600; Birmingham, AL 35203
|
|
USA
|
|
|
|
|
|
|
|
|
|
John W. McCullough
Executive Vice President, General Counsel & Director of HFA
and HMC
|
|
Serving as EVP, GC and a director of HMC
|
|
2100 Third Avenue North, Suite 600; Birmingham, AL 35203
|
|
USA
|
|
|
|
|
|
|
|
|
|
J. Travis Pritchett
President & Chief Operating Officer of HFA and HMC & Director
of HMC
|
|
Serving as President, COO and a director of HMC
|
|
2100 Third Avenue North, Suite 600; Birmingham, AL 35203
|
|
USA
|
|
|
|
|
|
|
|
|
|
Michael C. Bauder
Chief Compliance Officer of HFA and HMC & Director of HFA
|
|
Serving as CCO of HFA and HMC and a Director of HFA
|
|
2100 Third Avenue North, Suite 600; Birmingham, AL 35203
|
|
USA
|
SCHEDULE B
Transaction in the Shares During the Past Sixty
Days
|
Nature of Transaction
|
Common Stock
Purchased (Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
|
|
|
|
|
|
Purchase of Common Stock
|
50,000
|
28.6446
|
07/15/2021
|
|
Purchase of Common Stock
|
75,000
|
28.1065
|
07/16/2021
|
|
Sale of Common Stock
|
(285,000)
|
30.3000
|
07/28/2021
|
|
Purchase of October 2021 Call Options ($34.00 Strike Price)1
|
500,000
|
2.2000
|
07/28/2021
|
|
Purchase of August 2021 Put Options ($23.00 Strike Price)2
|
500,000
|
0.2000
|
07/28/2021
|
|
Sale of October 2021 Put Options ($26.00 Strike Price)3
|
(500,000)
|
1.3000
|
07/28/2021
|
|
Purchase of Common Stock
|
75,000
|
30.8190
|
07/30/2021
|
|
Purchase of October 2021 Call Options ($34.00 Strike Price)4
|
25,000
|
2.3000
|
07/30/2021
|
|
Purchase of Common Stock
|
75,000
|
28.0486
|
08/06/2021
|
_______________
1
Represents Shares underlying American-style listed call options. These call options expire on October 15, 2021.
2
Represents Shares underlying American-style listed put options. These put options expire on August 20, 2021.
3
Represents Shares underlying American-style listed put options sold short. These put options expire on October 15, 2021.
4
Represents Shares underlying American-style listed call options. These call options expire on October 15, 2021.
13