Pandora Media (P) on Monday announced major changes to its board at the same time that it accepted a $150 million investment from private equity shop KKR (KKR) - Get Report in a move that appears to either end activist investor Corvex Management's Keith Meister's campaign at the company or at the very least thwart his efforts going forward.
The web radio company's shares were up about 3% in after-hours trading on the news after closing at $10.40 during the regular session.
As part of the investment, KKR's head of media and communications private equity investing in Americas is joining the board. In addition, Pandora announced that two directors, James Feuille and Peter Gotcher, are resigning from the board. Also, the board agreed to set up an independent committee to identify and appoint new directors who "will provide additional leadership as the company moves forward."
Finally, the board agreed to recommend to shareholders that its directors should be elected annually, a move that will likely allow for annual election of the board. The shift will remove an anti-takeover protection opposed by many institutional investors. Also, Centerview Partners LLC and Morgan Stanley (MS) - Get Report "will continue to advise" the board regarding its ongoing review of strategic alternatives, the company said.
The investment and boardroom shuffle comes after Corvex's Meister launched an activist campaign at Pandora in May 2016, urging the company to hire an investment bank and explore a sale because he believes there is "likely to be significant" strategic interest in it. "We believe Pandora can become an even more differentiated product and a more valuable business as part of a larger enterprise," Meister said in a letter he sent to Pandora's board a year ago.
Pandora has been postponing the deadline for dissident director nominations in recent months, a move that suggested that Meister had been continuing to seriously consider a proxy contest to push for a sale of the company. The most recent deadline was pushed from April 28 until Monday, May 8.
The deadline had initially been set for March 3. Usually, Pandora would issue a securities filing on the day before the latest deadline, noting that an extension had been made.
However, no postponement has come at Pandora this time, suggesting that Corvex is satisfied with the governance changes and investment or that Meister didn't think a contest would have much success in light of the KKR investment and boardroom shuffle. It is also possible that Meister will launch a contest later on. If he does, Meister will have to fend off KKR, who is expected to support management in any director election. Corvex did not return calls for comment.
As part of the deal, KKR will purchase $150 million in Series A convertible preferred stock, which has a conversion price of $13.50 a share.
The cash infusion together with the board changes come as Pandora once again failed to post a profit in the quarter ended March 31, while sales fell short of analyst expectations.