UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☒ | Soliciting Material Pursuant to §240.14a-12 |
Purple Innovation, Inc.
(Name of Registrant as Specified in Its Charter)
Coliseum Capital Partners, L.P.
Coliseum Capital, LLC
Coliseum Capital Management, LLC
Seth “Hoby” Darling
Robert DeVincenzi
Adam Gray
R. Carter Pate
Erika Serow
Christopher Shackelton
Christopher Murphy
Chivonne Cassar
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Coliseum Capital Partners, L.P. (“CCP”), together with the other participants named herein (collectively, “Coliseum”), intends to file a proxy statement and accompanying universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of nominees for election to the Board of Directors (the “Board”) of Purple Innovation, Inc. (the “Company”) at the 2023 Annual Meeting of Stockholders of the Company to be held as may be determined by the Board (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”).
On February 21, 2023, Coliseum issued the following press release, including a public letter to the stockholders of the Company:
Coliseum Capital Files Lawsuit Against Purple Innovation Non-Executive Directors to Ensure
Fair and Democratic Board Election
Asserts Purple’s Recently Issued Preferred Stock Violates Company’s Charter and
Directors’ Fiduciary Duties; Must be Declared Invalid and Unenforceable
Believes Actions Taken by Purple Special Committee are Desperate Attempt to
Disenfranchise Stockholders and Entrench Purple Board
Demonstrates Immediate Need for Board Change
Coliseum Capital’s Nominees Have Significant Experience Navigating Complex Situations
to Positively Transform Companies and Drive Long-Term Value Creation
ROWAYTON, Conn., – February 21, 2023 – Coliseum Capital Management, LLC (together with its managed funds and accounts, “Coliseum”), the largest stockholder of Purple Innovation, Inc. (NASDAQ: PRPL) (“Purple” or the “Company”) owning approximately 44% of the common stock, today filed a lawsuit in the Delaware Court of Chancery to invalidate Purple’s recently issued “Proportional Representation Preferred Linked Stock,” which Coliseum believes deprives Purple stockholders of a fair and democratic election of directors at the Company’s 2023 Annual Meeting.
The preferred stock – issued without the approval of Purple’s stockholders and in direct response to Coliseum’s nomination of directors to the Purple Board of Directors – violates the Company’s charter, fundamentally transforms the “one share, one vote” structure used to elect Company directors into a cumulative voting regime that prevents holders of a majority of the common stock from electing or removing the full board, and is a bad faith attempt by the Special Committee of Purple’s Board to entrench itself and thwart shareholder democracy. Specifically, the preferred stock issuance violates those provisions of the Company’s charter that limit the form of stock distributions to holders of the Company’s Class A shares to additional shares of Class A common stock.
Adam Gray, Managing Partner of Coliseum, said, “The Purple Special Committee’s brazen action – taken no more than 24 hours after Coliseum proposed five highly qualified candidates for election – demonstrates the lengths to which the incumbent non-executive directors will go to preserve their Board seats at the expense of stockholders. To seek such Board security amidst a contested election – and leveraging corporate machinations and stockholder resources to do so – is further evidence that Board change is warranted. While Coliseum has sought to work constructively with the Purple Board – consistent with the collaborative investment approach we have executed successfully for the past 15-plus years – we have been left with no choice but to take the extraordinary step of a proxy contest and filing litigation seeking to ensure the election of directors is conducted in a fair and democratic manner for the benefit of all Purple stockholders.”
In its lawsuit, Coliseum asks the court to declare, among other items, that:
| • | The named non-executive director defendants breached their fiduciary duties; |
| • | Purple and the non-executive director defendants violated the Company’s charter; |
| • | The preferred stock issuance is invalid, unenforceable, and void; and |
| • | Coliseum’s nomination notice is valid. |
Mr. Gray continued, “As a longstanding stockholder of Purple and a continued provider of much-needed capital to the Company throughout its time as a public company, Coliseum believes in Purple’s tremendous potential and the ability of Purple’s management team to steer the Company toward success. That said, we also strongly believe that Purple stockholders deserve a highly credentialed, nimbler, more engaged and aligned Board that will not only support management, but also protect and restore stockholder value.
“Coliseum’s nominees have the ownership mentality as well as right mix of operational, financial, and restructuring skill sets urgently needed to help management execute on its strategic priorities. If elected, they will bring the collaborative attitude and fresh perspectives required to reverse years of persistent underperformance and maximize value for all Purple stockholders.”
Additional information regarding Coliseum’s five highly qualified nominees, including its February 13th letter to stockholders, can be found here.
About Coliseum Capital Management, LLC
Founded in 2005, Coliseum Capital Management, LLC is a private investment firm that partners with institutional investors, family offices and endowments to invest with a long-term orientation in companies with strong upside potential, enhancing value by working collaboratively with boards and management teams.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Coliseum Capital Partners, L.P. (“CCP”), together with the other participants named herein (collectively, “Coliseum”), intends to file a proxy statement and accompanying universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of nominees for election to the Board of Directors (the “Board”) of Purple Innovation, Inc. (the “Company”) at the 2023 Annual Meeting of Stockholders of the Company to be held as may be determined by the Board (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”).
COLISEUM STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING THE PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, INNISFREE M&A INCORPORATED, AT ITS TOLL-FREE NUMBER 1 888 750 5834 OR VIA EMAIL AT INFO@INNISFREEMA.COM.
The participants in the proxy solicitation are anticipated to be Coliseum Capital Partners, L.P., Coliseum Capital, LLC (“Coliseum Capital”), Coliseum Capital Management, LLC (“CCM”), Seth “Hoby” Darling, Robert DeVincenzi, Adam Gray, R. Carter Pate, Erika Serow, Christopher Shackelton, Christopher Murphy and Chivonne Cassar.
Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the election of Coliseum’s nominees as directors of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other proxy materials when they are filed with the SEC.
Contacts:
Media
Amanda Shpiner/Mark Semer
Gasthalter & Co.
212.257.4170
Coliseum@gasthalter.com
Investors
Arthur B. Crozier/Gabrielle Wolf
Innisfree M&A Incorporated
212.750.5833
