By Max Scheinblum
Copyright denverpost
A firm founded by Brad and Brent Handler has made an unsolicited takeover bid for another firm founded by Brad and Brent Handler.
And the Handlers, who no longer control either company, support the deal.
Exclusive Resorts, which the local brothers started alongside Shark Tank alum Tom Filippini in 2002, submitted a $39 million offer last week for Inspirato, the luxury travel company the two launched in 2011. Both companies are based in Denver.
The Handlers sold their stake in Exclusive Resorts, a similar members-only vacation club, in 2004 to AOL co-founder Steve Case, who is still the private company’s majority shareholder. The two left the company along with Filippini in 2009 and have no ownership in Exclusive Resorts, they told BusinessDen.
But despite a contentious departure from Inspirato, the Handlers are still sizable shareholders in the company, which went public in 2021 under their watch. Brad owns 3.8% of the company and Brent owns 4.3%, according to SEC filings.
Inspirato is led by CEO Payam Zamani, who came on last August and owns 49% of the company. Both Handler brothers left the company’s board around that same time.
This summer, Inspirato announced it intended to combine with Buyerlink, a private digital marketing firm that Zamani wholly owns. Exclusive Resorts’ offer arrived just weeks before a scheduled Sept. 19 shareholder vote on the Buyerlink deal. If the deal closes, Zamani’s stake in the entity, which would trade under the name One Planet Platforms, will jump to 91%, according to Inspirato.
Inspirato said a special committee of independent directors and the company’s board of directors are reviewing the Exclusive Resorts offer. Inspirato Chief Financial Officer Michael Arthur noted Inspirato’s board has recommended shareholders approve the Buyerlink deal.
“The board’s recommendation until it’s not is to move forward with the Buyerlink deal,” Arthur told BusinessDen.
Case, the Exclusive Resorts owner, also has about an 8% stake in Inspirato. His nearly 1 million shares are split between three holding companies indirectly tied to him, filings show. Case also sat on Inspirato’s board for a time as a result of a 2013 deal that brought together one of his companies, Portico, with Inspirato.
The Handler brothers are involved in a legal spat with Inspirato. They alleged the company has improperly withheld a perk that gives them free Inspirato vacations for life. A trial is currently scheduled for the spring.
In the meantime, the brothers support the Exclusive Resorts offer, which would see the company buy Inspirato at $3.15 a share. At the end of trading Wednesday, shares closed at $3.02.
In an SEC filing, the brothers said they “have significant concerns” about the process Inspirato went through in pursuing the Buyerlink deal. The submission came after Clint Coghill, who owns about 5% of Inspirato, urged Inspirato’s board to accept the Exclusive Resort’s offer during a Sept. 2 presentation.
In a 27 page slide deck, Coghill said the Buyerlink deal “reeks of self-dealing” and that Zamani “is enriching himself at the expense of Inspirato’s minority stockholders.”
Coghill also claimed in his SEC filing that Zamani had some choice words for minority shareholders during the Sept. 2 meeting.
“I don’t give a s*** about the minority stockholders. The minority stockholders don’t matter,” Zamani said during that meeting, according to Coghill.
Zamani told BusinessDen Wednesday he did not say that.
“Those who know me know that I don’t cuss – I never do,” Zamani said. “So that is categorically a false statement. I care about all shareholders.”
Coghill, who did not respond to requests for comment, also claimed that Zamani’s position as Inspirato’s chairman and CEO is in direct conflict with his ownership of Buyerlink. He said that led to an inflated $326 million valuation for Zamani’s firm, and that a lack of liquidity and the threat of artificial intelligence make the firm less valuable than Inspirato’s special committee believes.
Zamani, who said he was speaking to BusinessDen in a personal capacity as an Inspirato shareholder, did not wade into specifics.
“I’ve tried to stay above this kind of behavior…. But I would recommend anyone who hears the allegations from this guy to just look at the company’s filings. They’re publicly available so there’s no guesswork that needs to take place,” he said.
“If (someone is) concerned about my reputation and what I stand for, you can search me,” he continued. “I’m an open book.”
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