UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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TURTLE BEACH
CORPORATION |
(Name of Registrant as Specified in Its Charter)
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THE DONERAIL GROUP
LP
the donerail master fund
lp
William wyatt
harbert donerail fund gp
llc
donerail group gp
llc
HARBERT FUND ADVISORS,
Inc.
HARBERt management
corporation
scw capital, lp
scw capital qp,
lp
scw capital management,
lp
trinity investment group,
llc
robert cathey
terry jimenez
kimberly
kreuzberger
katherine l.
scherping
brian stech
michelle d.
wilson
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The Donerail Group, LP, a Delaware limited partnership
(“Donerail”), together with the other participants named herein,
has filed a definitive proxy statement and accompanying WHITE proxy
card with the Securities and Exchange Commission (“SEC”) to be used
to solicit votes to elect its slate of six highly-qualified
director nominees at the 2022 annual meeting of shareholders (the
“Annual Meeting”), of Turtle Beach Corporation, a Nevada
corporation (the “Company”).
Item 1: On April 29, 2022, Donerail issued the following press
release and open letter to shareholders of the Company, which
included a link to a letter to the Company’s Board of Directors,
dated August 21, 2021, which is attached hereto as Exhibit 1 and
incorporated herein by reference:
The Donerail Group Releases Correspondences That Expose the
Turtle Beach Board’s Lack of Credibility
Believes That Shareholders Will Read Written Correspondence
and Recognize the Current Board is Entrenched and Refused Potential
Bona Fide Suitor
Notes Turtle Beach Alleges Donerail Has Made “Omissions”
Regarding Engagement, So Donerail Is Compelled to Release Emails
and Private Letter to Correct the Record
Reinforces That Change is Badly Needed and Urges Shareholders
to Vote the WHITE Proxy Card TODAY to Elect Donerail’s Full
Slate of Highly Qualified Directors
LOS ANGELES--(BUSINESS WIRE)— The Donerail Group LP (together with
its affiliates, "Donerail," "we" or "us"), one of the largest
shareholders of Turtle Beach Corporation (NASDAQ: HEAR) ("Turtle
Beach" or the "Company") and, who together with the other
participants in its solicitation, beneficially owns approximately
8.5% of the outstanding shares of Turtle Beach, released the
following letter to shareholders today:
***
Dear Fellow Shareholders,
Today is an important day for all Turtle Beach stakeholders, as it
marks the first day that shareholders have the opportunity to vote
for sorely needed boardroom change at the 2022 Annual Meeting of
Shareholders (the “Annual Meeting”). We believe that your vote will
have a profound impact on Turtle Beach and your investment in the
Company. After years of abysmal governance, dismal capital
allocation and poor share price performance, time is of the
essence.
When the current CEO, Juergen Stark, took the helm over eight years
ago, Turtle Beach was already the dominant market leader in its
primary category, with best-in-class profitability. But since Mr.
Stark took the job, the Company’s performance has suffered across
every major metric. We contend the Company has failed
operationally, failed strategically and failed for
shareholders:
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The Company’s total shareholder
return (TSR) has underperformed its own industry peer set by more
than 200% and shares have declined by over 65% in
aggregate1 |
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EBITDA margin, a widely regarded
metric for corporate profitability, has been cut in
half2 |
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Revenue growth has slowed to 0%
at the midpoint of the guided annual range3 |
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The Company has written down
more than $100 million of Stark-led investment
initiatives4 |
1 Per Bloomberg. Proxy peer group includes 2021 Peer
Group companies listed in Company’s 2022 proxy statement that were
public when Parametric Sound completed its merger with Turtle
Beach
2 Per the Company’s March 2, 2022 press release guiding
to 9% - 11% EBITDA margins for 2022, compared to Turtle Beach’s
2012 EBITDA margins of over 22%, per the Company’s September 26,
2013 investor presentation
3 Per the Company’s March 2, 2022 press release
4 Per the Company’s 2016 10-K related to its HyperSound
business.
We believe that shareholders
should have no doubt: the current leadership team has failed
shareholders, and the current Board has simply not held management
accountable. The Board needs a full reset with highly qualified
directors who are committed to ensuring the best interests of
shareholders are paramount at Turtle Beach.
In addition to the critical
function of selecting Company leadership, Turtle Beach’s Board is
also responsible for engaging with bona fide potential acquirors of
the Company to explore whether immediate, certain, and attractive
risk-adjusted value can be achieved for shareholders.
We believe that there are
multiple parties that would be willing to acquire Turtle Beach at
an attractive premium but based on our experience trying to
meaningfully engage with the Board regarding our premium all-cash
offers, we are highly concerned that the Board has failed to fully
explore third party acquisition overtures in a manner fitting of a
public company.
As has been reported
publicly, we have historically made attempts to acquire the
entirety of Turtle Beach, and while we believe that we put our best
foot forward to engage with the Board and the Company’s advisors to
finalize our offer, the Company has stated that we have made
“repeated misstatements and omissions” regarding our acquisition
attempts of the Company.
Rather than attempt to
address each of the Board’s misstatements about us, we believe that
shareholders deserve the right to judge for themselves who has been
misstating the record.
As such, we are including
with this press release the following correspondences with Turtle
Beach:
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i. |
A
private letter5
that we sent to a subset of the Board in August 2021 that
comprehensively details our efforts to acquire the Company over the
summer of 2021; and |
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ii. |
Emails that we sent to the Company and
its representatives this past winter in which we requested to sign
an NDA to receive confidential information. |
We encourage all shareholders
to read these emails and assess for yourselves if i) we attempted
to put our best foot forward; ii) if you, as a shareholder, would
have wanted the Board to engage with us in a constructive fashion;
and iii) if this is the Board that you want to be watching out for
your interests.
If, after reading these
emails, it is not yet clear that the current Board is highly
conflicted and entrenched, we would encourage you to pay special
attention to the information that we will be releasing in the
coming weeks. We believe that by the Annual Meeting on June 7, it
will be overwhelmingly evident that the current Board has lost its
way and must be replaced to end the status quo of extremely poor
governance and massive underperformance.
As one of the largest
shareholders of the Company, we have partnered up with another
large shareholder of Turtle Beach, SCW Capital Management, to
recruit leading executives to replace the current members of the
Board.
5
https://resetturtlebeach.com/wp-content/uploads/2022/04/Donerail_Letter-to-the-HEAR-Board_21-Aug-2021.pdf
Such candidates represent the
best and brightest in their fields and have historical experience
in video game operations, marketing, brand-building, capital
allocation and M&A. Importantly, each prospective member of
the Board brings a commitment to integrity and transparency.
Please feel free to learn more about each of our nominees to the
Board at www.ResetTurtleBeach.com.
Today is the day to vote for
change, and we encourage you to do so immediately
herein:
We urge you to vote
the WHITE proxy card to send the message to
Turtle Beach Corporation’s leadership and Board that shareholders
deserve better. Vote the WHITE proxy card
TODAY to support a superior slate of highly qualified individuals,
who will be better stewards of your investment. Please vote each
and every WHITE proxy card you receive, as
you may own shares in more than one account. If you voted a Blue
card from Turtle Beach, you have every right to change your vote by
voting on the enclosed WHITE proxy card.
Only your latest dated vote counts.
Sincerely,
William Z. Wyatt
Managing Partner
The Donerail Group
The emails below include the
more notable interactions between Donerail, the Company, and its
representatives regarding Donerail’s December 2021 acquisition
offer for the Company. The following emails below have been
presented in sequential order and are unedited, except for the
redaction of certain identifying details, where appropriate.
Emphasis our own.
From: Wyatt, William
Sent: Thursday, December 23, 2021 2:38 PM
To: Hung, Yie-Hsin
Cc: [REDACTED]
Subject: RE: Donerail: NB LOI to Acquire Turtle Beach
Yie-Hsin,
As
we have committed to do, please find attached an NDA for your
counsel’s review. Executing this NDA will allow us to
progress in our acquisition efforts to acquire the Company at an
attractive price for all shareholders.
To
show a sign of good faith, we chose to take the Turtle Beach NDA
template that you have previously provided us and edit it
appropriately. To expedite matters and minimize unproductive
back-and-forth, we have requested Olshan to revise your document in
accordance with precedent NDAs that Olshan has seen whereby a
shareholder is interested in both i) potentially acquiring the
company; and ii) keen to reserve the right to nominate directors at
an upcoming annual meeting. They have done so.
Nothing in this document should be out of the ordinary, and if you
have any questions, [REDACTED] should feel free to
direct to them to [REDACTED].
In response to Mr. Song’s additional requests found in his
December 20 email, please note that we are willing to provide you
with all the information requested: additional relevant financing
details, contact information of financing partners, operating
partner rosters, consultants on retainer, due diligence requests,
and any other information that you deem pertinent, but we can only
provide such information when this NDA has been signed by both
parties.
Unfortunately, the Company’s proven willingness to publish select
information that we have provided – in a presumed effort to
discredit our offer – has now limited the amount of information
that we can provide to you ahead of an NDA being signed. I’m
sure you understand. In the spirit of being productive and
answering a question where we can, however, we are willing to
detail that our expected diligence period for operational matters
will be less than 30 days.
Lastly, as it relates to our revised offer, we admit that we do
find ourselves in a highly regrettable position. As you know,
we have not been supportive of certain actions of this Board and
its representatives since we began engagement. This earned distrust
of the Board married with the clear recognition that your largest
shareholders have reported confusion about actions you are (or
aren’t) taking to optimize shareholder value mandates that we
require public clarity before allocating the meaningful time,
energy and resources in our effort to acquire the Company.
This Board publicly announcing that a transparent and robust
Strategic Review process is underway is the only thing that will
afford us the confidence to enter into this NDA with you and to
negotiate a transaction in good faith.
Our revised offer price stands at a 51% premium to the closing
price of the shares on December 14th, the day prior to
news of our continued interest in acquiring the Company.
Since that news, Turtle Beach shares have rallied over 12%.
Shareholders are sending you and this Board a clear message that
the Company should publicly announce a Strategic Review process and
engage with us as quickly as possible on our revised offer.
We
are standing by to expeditiously move forward subject to the above,
and our entire team has allocated the time to work over the
holidays to quickly complete diligence, negotiate and announce a
transaction.
Will
From: Wyatt, William
Sent: Wednesday, December 29, 2021 3:02 AM
To: Hung, Yie-Hsin
Cc: [REDACTED]
Subject: Re: Donerail: NB LOI to Acquire Turtle Beach
Circling back on the below request.
As
noted, we are keen to enter the data room, we believe time is of
the essence, and we are anxiously awaiting the opportunity to
finalize our diligence and negotiate and announce a
transaction.
We
continue to stand by - please let us know if anything is requested
from us.
From: Song, Steve
Sent: Wednesday, December 29, 2021 7:24 AM
To: Wyatt, William
Cc: [REDACTED]
Subject: RE: Donerail: NB LOI
to Acquire Turtle Beach
Will,
The Board of Turtle Beach has
asked BofA Securities to follow up again regarding your proposal.
In order for the Board to assess your proposal, please provide BofA
Securities with the following information:
• Additional
details of your financing plan to acquire the Company, including a
breakdown of expected sources of funds that would be dedicated
towards an acquisition of the Company and their amounts, that in
the aggregate, provide sufficient funding for the equity purchase
price of the proposal (a customary sources and uses table). Please
attach any unredacted documentation that provide support of such
financing plan.
• The
identities and contact information of the parties providing each
component of financing, so that the financing plan as laid out
above can be verified.
• Proposed
timeline (that further describes “as promptly as practicable”) to
complete your due diligence and to consummate a transaction,
including a description of any material conditions affecting your
timing.
• An
unredacted request list you need to complete your due diligence,
that provides further detail behind the high-level topics that were
listed in the proposal.
• The
resources (including any external consultants and advisors) you are
planning to utilize as part of your due diligence, if any, beyond
the legal counsel information provided in the proposal
letter.
• A
description of any other contingencies that may impact Donerail’s
ability and/or willingness to continue dialogue with the Company as
an acquirer and consummate the acquisition according to the terms
laid out in your proposal
Best regards,
BofA Team
From: Wyatt, William
Sent: Wednesday, December 29, 2021 10:38 AM
To: Song, Steve
Cc: [REDACTED]
Subject: Re: Donerail: NB LOI
to Acquire Turtle Beach
Steve,
As I said in my email from
December 23 to Yie-Hsin addressing these same exact comments, we
are prepared to provide you all the information requested below,
subject to the terms already articulated, including the signing of
an NDA.
We are forced to provide you
this information only under an NDA given the Board’s historic
publishing of past information provided, without receiving our
consent. I’m sure you understand our concerns.
As you know, in the
signing an NDA, we are willingly restricting ourselves in many
uncomfortable ways. We do this to highlight our desire to acquire
the Company. Moreover, we offered up a revised version of the
Turtle Beach NDA, rather than sending you our own draft, to both
expedite engagement and create a clear path forward to acquire the
Company.
In your response this
morning, you simply cut and pasted your previous request, which is
not productive. Are we to interpret this action as a sign that you
are unwilling to sign an NDA with us, even though we can provide
you this information immediately after the signing of such
NDA?
Thanks
Will
From: Song, Steve
Sent: Wednesday, December 29, 2021 4:51 PM
To: Wyatt, William
Cc: [REDACTED]
Subject: RE: Donerail: NB LOI
to Acquire Turtle Beach
Will,
The Board continues to ask
for BofA’s assistance in assessing Donerail’s LOI. Per our previous
emails to you on 12/20/21, 12/22/21 and 12/29/21, we kindly request
that you provide the key items that were laid out in our bid
instructions letter but excluded from your December 20 LOI so that
we can work on qualifying your offer.
Sincerely,
The BofA Team
From: Wyatt, William
Date: Thursday, Dec 30, 2021, 1:17 PM
To: Song, Steve, Chan, Tony
Cc: [REDACTED]
Subject: RE: Donerail: NB LOI
to Acquire Turtle Beach
As you know, prior to your
involvement Steve, we worked with one of your colleagues,
[REDACTED], on this exact exercise with his colleague [REDACTED]
and [REDACTED] had similar questions to the ones you have recently
posed in an effort to educate the Board about our credibility, and
we answered them all comprehensively and completely.
In doing so, we introduced
[REDACTED] to a number of our potential financing partners, and we
provided support documentation. (You are aware of [REDACTED]
efforts because one of the financing documents that we presented to
them was the redacted document that you just chose to publish
without our authorization.) All information was presented in full
to the Board months ago.
Following this process, we
were informed that the Board had approved our financing package as
“credible” and “fundable” in a multi-person conference call, and
[REDACTED] requested that we increase our offer from $36.50 per
share alongside sending us through an NDA to sign. As recently as
October 22, in a discussion with [REDACTED], he further indicated
our financing had no question marks and our bid was
“actionable”.
As it stands now, you are
requesting that we begin an entire process anew.
Why do we need to do this?
What has changed at the Board level to suddenly require the Board
to re-interrogate our ability as an acquiror, only months after a
banker on your team (that was much more senior than you at Bank of
America) had already vetted us as an acquirer?
From: Steele, Robert - GCIB SF
Sent: Sunday, January 2, 2022 4:01 PM
To: Wyatt, William; Song, Steve; Chan, Tony
Cc: [REDACTED]
Subject: RE: Donerail: NB LOI to Acquire Turtle Beach
Will,
We want to clarify that in July 2021 we never stated your financing
was adequate, but instead communicated there was a potential path
to a transaction if you 1) meaningfully increased your offer price
after you received the information you indicated was required to do
so under an NDA, which was subsequently provided to you, and then
2) provided additional information about your financing sources in
order to validate the fundability of your offer. The Turtle Beach
Board continues to ask for the information that is missing from
your LOI because Donerail has yet to provide an overview of its
financing plan sufficient for the Board to fully evaluate your
offer to acquire the Company. Your continued refusal to furnish the
missing information about your financing plan is preventing BofA
Securities from qualifying Donerail’s ability to finance an
acquisition of the Company, and is therefore preventing the Board
from verifying Donerail’s LOI as bonafide. BofA Securities stands
ready to assist the Board in evaluating your financing plan and
offer, and the Board encourages you to provide the information
requested, especially as the limited materials previously provided
are now almost 6 months old and we need a current view of your
financing plan.
To expedite the process of learning more about your financing plan,
BofA Securities will reach out directly to the contacts you listed
at [REDACTED] and the
contacts you provided several months ago at [REDACTED] to obtain information
about Donerail’s sources of equity and debt financing. Please let
us know if [REDACTED]
is no longer your source of debt financing, or if there any other
sources of financing that we should contact.
The Board again requests that you provide the other items that were
previously requested:
* Proposed timeline (that further describes “as promptly as
practicable”) to complete your due diligence and to consummate a
transaction, including a description of any material conditions
affecting your timing.
* An unredacted request list you need to complete your due
diligence, that provides further detail behind the high-level
topics that were listed in the proposal.
* The resources (including any external consultants and advisors)
you are planning to utilize as part of your due diligence, if any,
beyond the legal counsel information provided in the proposal
letter.
* A description of any other contingencies that may impact
Donerail’s ability and/or willingness to continue dialogue with the
Company as an acquirer and consummate the acquisition according to
the terms laid out in your proposal.
Sincerely
The BofA Team
From: Wyatt, William
Sent: Sunday, January 2, 2022 4:22 PM
To: Hung, Yie-Hsin
Cc: [REDACTED]
Subject: Re: Donerail: NB LOI to Acquire Turtle Beach
Yie-Hsin,
The assertions that Rob has made in his email below are
categorically false, and in fact, we had multiple people on the
phone with [REDACTED]
over the summer that would also confirm that Rob is misrepresenting
the communication from Bank of America over the summer.
This is now the second time that he has lied in writing, with
evidentiary support against him, and his integrity and reputation
have been severely and irreparably damaged.
As such, we direct this to you.
For the third time, we will provide you any and all information
requested following the signing of an NDA. Please sign the NDA,
return it to us for signature, and we can move forward.
Thank you.
From: Wyatt, William
Sent: Wednesday, January 5, 2022 1:39 PM
To: Hung, Yie-Hsin
Cc: [REDACTED]
Subject: RE: Donerail: NB LOI to Acquire Turtle Beach
Yie-Hsin –
This email is a follow-up to the email that I sent three days ago
that you have yet to respond to.
We have become aware that your financial representatives at Bank of
America have, without asking our approval, begun reaching out to
certain investment partners of ours to meet. Proactively contacting
financing partners without receiving consent to do so is yet
another highly atypical action that this Board and its
representatives have taken as it relates to our proposal to acquire
the Company.
I’m happy to note that should you have requested our consent to
contact any investment partner of ours, we would have gladly
assessed such a request in good faith, as we have done in the past.
(In fact, as you know, over the summer when your advisors requested
to speak with certain parties, we agreed to that request and
actually arranged the meetings ourselves.)
That notwithstanding, it is my regret to inform you that given
this Board’s historical decision to release private information to
the public without the consent of us or our financing partners, as
you and the balance of this Board chose to do with the release of a
redacted co-investment document that was previously provided to
you, neither of the two parties that you have contacted thus far
have a desire to speak to you or your advisors without an NDA in
place.
It is a shame that, as we have shown in the past, such
conversations were once readily available, but the recent decisions
made by you and the other Board members have engendered such a
gross distrust in the marketplace that an NDA is needed to have any
type of conversation.
As such, we’ll now request for the fourth time: please sign the
NDA, return it to us for signature, and we can move
forward.
Thank you.
From: Chan, Tony
Sent: Sunday, January 9, 2022 7:05 PM
To: Wyatt, William
Cc: [REDACTED]
Subject: RE: Donerail: NB LOI to Acquire Turtle Beach
Mr. Wyatt,
Please see attached on behalf of the Board. BofA Securities noted
in its email to you on January 2nd that it would be reaching out to
contacts you had previously provided to obtain additional
information about your financing package, including an individual
listed in the “Contacts” section of the most recent LOI, which
specifically stated that he (as a signatory) would “be pleased to
provide further detail or answer any questions you may have
regarding [the] Proposal”. It would also be customary for a
company’s financial advisers to seek to learn more about a
potential purchaser’s financing sources and the bid process letter
that you have been sent a number of times specifically stated that
BofA would do so. The Company had previously noted that it would be
happy to provide assurances that it would not release any
confidential materials included in your financing package. Based on
your most recent email, we assume that was not sufficient, so I
have attached an NDA that should address your stated concern and
allow BofA to obtain the information requested and have discussions
with your financing sources in order to evaluate your financing
package. Please sign and return a copy at your earliest
convenience.
Best regards,
Tony
From: Wyatt, William
Sent: Monday, January 10, 2022 10:04 AM
To: Hung, Yie-Hsin
Cc: [REDACTED]
Subject: RE: Donerail: NB LOI to Acquire Turtle Beach
Yie-Hsin –
We have received the Board’s (re-iterated) request to exclude the
Board from i) any communication regarding our proposal; ii) from
any communication regarding our legal concerns; and iii) from any
communication regarding any “other matter”.
It is now noted that Bill Keitel has requested that the Board not
be communicated with at all about any shareholder matter
whatsoever. Unfortunately, we will not be able to honor that
request, and frankly, we think such a request is ridiculous.
First and foremost, we believe that it is the Board’s duty to
serve shareholders and that it is categorically inappropriate to
request that all communication from a large shareholder be
outsourced to personnel outside the Company. Engaging with
shareholders to protect their interests in extreme circumstances
is, quite frankly, part of the exact work that you are paid (quite
handsomely) to do.
Secondly, as we have mentioned before, given the evidence that
exists that the Company’s own representatives are, at times,
intentionally misrepresenting key facts to you and the rest of the
Board regarding our involvement and our intentions – a matter that
is being handled separately – we have no choice but to continue to
direct communication to you in an effort to ensure full
transparency, expediency and Board accountability. I’m sure you
understand.
Separately, upon receiving Tony’s email yesterday, we were quickly
able to consult and assess your counsel’s revised prospective path
forward. After we reviewed, we do suggest reverting focus back on
the signing of the prior NDA that the Board of Turtle Beach has
already provided to us to sign (and has begun to negotiate).
That NDA, as you know, was provided by Bank of America after our
financing structure and package was deemed “credible” and
“fundable” by one of the most senior bankers at the bank, after his
team’s review. As you know, upon receiving that NDA from the Turtle
Beach Board, we spent the time and energy to review it with our
legal team, assessed precedent language to ensure we were inserting
appropriate and on-market clauses, and while the signing of that
NDA would create meaningful restrictions for us as shareholders, we
find it to be far more comprehensive in nature and constructive to
our bidding effort than the one paragraph document that your
counsel sent through last night.
We’d choose to pursue that path.
To be sure, while the truncated document that was sent through
yesterday was straight-forward enough, it appears that in the
creation of this new, one-paragraph partial confidentiality
agreement, your counsel missed precisely the concern that had our
financing partners and us worried in the first place: there exists
meaningful doubt that this Board is willing to allow Donerail
access to the information that it needs to consummate a
transaction, and breaking apart the NDA that Turtle Beach has
already provided us into various smaller components, each to be
negotiated, only serves to send a more profound signal that this
Board is attempting to stall Donerail’s efforts to acquire the
Company and that Donerail is not welcome in its bidding
efforts.
Said differently, the very fact that you would seek to break apart
the NDA into smaller, individually negotiated documents to execute
at various times, only heightens the level of concern that we – and
our financing partners – should have regarding this Board’s
intentions.
As such, we’ll ask for a fifth time: please sign the NDA that
you have previously provided to us – and that we have sent back to
you. I have reattached it here for your convenience.
Lastly, I would be remiss not to ensure that we highlight a very
important matter that seems to be missed by you and the balance of
the Board.
Signing an NDA with us to allow us access to confidential
information in an effort to solidify our financing is something
that, we believe, the vast majority of Turtle Beach shareholders
would encourage you and this Board to do.
While our business model is unique, we do not believe that
Turtle Beach shareholders would view a constructive engagement with
us, one of your largest shareholders, to sell us the Company at an
attractive price would be viewed as a waste of time or energy of
this Board. In fact, we believe that engaging with any bona fide
buyer to sell the Company at an attractive price is precisely what
this Board is tasked with doing.
Further, while you have information regarding the financial
wherewithal of [REDACTED], please note the below
investment firms that are current fee-paying clients of ours or
have contractual commitments to us and have expressed a desire to
partner with us on transactions exactly like the one contemplated
by our proposal. This should further detail our proximity to large
pools of capital. As we have stated before, we are willing to
provide you with all contact details for these parties upon the
signing of this NDA.
- Alternative
Investment Firm: $8 billion of assets with a long history in
co-investments
- Single
Family Office: >$5 billion of assets with a long history in
co-investments
- Large
Asset Manager: >$100 billion of assets with a long history in
co-investments
- Large
Asset Manager: >$100 billion of assets with a long history in
co-investments
We believe that if shareholders were aware of this information, as
you are, that this Board would be encouraged to take all steps
necessary to provide us with the information needed to cement our
financing and proposal. It is simply impractical to say that we do
not have the appropriate access to the capital needed to consummate
this transaction.
Again, we encourage you to sign the NDA and allow us access as
expeditiously as possible.
Sincere thanks,
Will
Nb – do you mind providing us with Kelly Thompson’s email address?
We do not have it, and it’s critical to ensure that she has
transparency and accountability to this dialogue, as well. Please
forward this email to her. Thanks!
[End]
Despite the five separate, explicit requests by Donerail to have a
comprehensive NDA be signed, no NDA was ever executed.
We urge you to vote
the WHITE proxy card to send the message to
Turtle Beach Corporation’s leadership and Board that shareholders
deserve better. Vote the WHITE proxy card
TODAY to support a superior slate of highly qualified individuals,
who will be better stewards of your investment. Please vote each
and every WHITE proxy card you receive, as
you may own shares in more than one account. If you voted a Blue
card from Turtle Beach, you have every right to change your vote by
voting on the enclosed WHITE proxy card.
Only your latest dated vote counts.
About Donerail
The Donerail Group LP is a Los Angeles-based investment adviser
that employs a value-oriented investment lens focusing on special
situations and event driven investments.
For Media:
Longacre Square Partners
Greg Marose / Ashley Areopagita, 646-386-0091
gmarose@longacresquare.com /
aareopagita@longacresquare.com
For Investors:
Saratoga Proxy Consulting LLC
John Ferguson / Joe Mills, 212-257-1311
jferguson@saratogaproxy.com / jmills@saratogaproxy.com
Item 2: On April 29, 2022, Donerail uploaded the following
materials to https://ResetTurtleBeach.com:

This regulatory filing also includes additional resources:
ex1todfan14a12526005_042922.pdf
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