Page 14 of 21 – SEC Filing
| Item 4. | Purpose of Transaction. |
The
Reporting Persons acquired the shares of Common Stock based on the Reporting Persons’ belief that the shares of Common Stock,
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 of Common Stock at prices that would make the purchase or sale of such shares desirable, the Reporting Persons may endeavor
to increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock
on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
Over
the past four years, the Reporting Persons have actively followed the Issuer’s performance and engaged in over a dozen discussions
with the one or more members of the Issuer’s management and Board of Directors (the
“Board”). These discussions covered various topics including, but not limited to, management, expenses, capital allocation,
the Issuer’s strategy, investor relations, and corporate governance.
As
a result of these discussions, the Reporting Persons delivered a private letter to the Board on November 3, 2017 advocating that
the Issuer take steps to rejuvenate its Board, reduce operating expenses and realign incentives, and improve transparency with
its shareholders. Subsequent to their November 3, 2017 letter, the Reporting Persons continued their discussions with the Issuer
and met with Robert Rosenthal, the Chairman of the Board, on December 27, 2017 to discuss their concerns. On January 17, 2018,
the Issuer issued a press release announcing a change in its strategy and operations. On January 18, 2018, the Reporting Persons
had a phone conversation with Mr. Rosenthal, in which the Reporting Persons commended the Board on reevaluating the Issuer’s
flawed model but that they were disappointed the Issuer failed to refresh its Board with candidates who have the requisite abilities
to execute the Issuer’s new strategy. In an effort to move discussions forward, the Reporting Persons submitted a confidential
list of highly qualified candidates, per Mr. Rosenthal’s invitation, for consideration by the Issuer’s Nominating and
Corporate Governance Committee as potential Board members.
The
Reporting Persons believe that each of their recommended candidates has the experience currently lacking on the Board and that
if appointed as a director of the Issuer, would help protect shareholder value as well as bring fresh perspective and objectivity
into the boardroom to help improve oversight of the Issuer. Importantly, the list of
qualified individuals includes proven business leaders with extensive experience in the investment management, private equity and
venture capital industries, who are committed to working towards executing the revised strategy, reducing costs, improving governance
and transparency, and ultimately creating value for all shareholders of the Issuer.
The
Reporting Persons delivered a follow-up letter to the Chairman of the Board on January 29, 2018 reiterating their belief
that significant change is required at the Issuer in order to drive shareholder value creation.
A copy of the January 29, 2018 letter is filed as Exhibit 99.2 to this Schedule 13D and is incorporated herein by reference.
No
Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs
(a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of,
or following, any of the actions discussed herein.
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