SCHEDULE: Activist Investor Urges Inspirato to Reject Merger, Back Cash Offer

Stoney Lonesome HF LP, a significant minority stockholder, is urging Inspirato's Special Committee to reject the proposed reverse merger with Buyerlink Inc. and instead pursue an all-cash offer of $3.15 per share from Exclusive Investments, LLC.

Summary

• Stoney Lonesome HF LP, owning approximately 5.4% of Inspirato's outstanding shares, unequivocally opposes the proposed reverse merger with Buyerlink Inc.
• The proposed merger is considered fundamentally flawed, prioritizing CEO Payam Zamani's interests over minority stockholders and exposing them to a volatile, declining business.
• Stoney Lonesome views the $3.15 per share all-cash offer from Exclusive Investments, LLC as a superior alternative, providing immediate value and avoiding the risks of holding shares in a potentially failing conglomerate.
• Stoney Lonesome voted AGAINST all proposals related to the Proposed Merger, including the issuance of 73,941,230 shares of Class A common stock and 8,262,327 shares of preferred stock (a 659% increase in outstanding shares), an increase in authorized share capital, a reverse stock split, and an adjournment of the special meeting.
• Concerns about Buyerlink include its troubled history (predecessor Autoweb's collapse in 1999, leading to over 96% investor loss), an overstated $326 million equity valuation based on unrealistic projections (H1 2025 revenue at 43% and adjusted EBITDA at 35% of annual targets), and its vulnerability to AI disruption.
• Stoney Lonesome alleges CEO Zamani dismissed minority stockholder concerns, stating, "I don't give a shit about the minority stockholders. The minority stockholders don't matter."
• The Special Committee is implored to immediately engage with Exclusive Investments in accordance with its fiduciary duties to maximize stockholder value.

Sentiment

Score: 2

Explanation: The filing expresses strong opposition to the proposed merger, citing numerous financial, governance, and operational concerns about Buyerlink and CEO Zamani's conduct. It advocates for a superior all-cash offer, indicating a highly negative sentiment towards the current company direction.

Positives

• An all-cash offer of $3.15 per share from Exclusive Investments, LLC provides immediate liquidity and certainty of value for Inspirato stockholders.
• Stoney Lonesome believes Inspirato would be better positioned to thrive as a luxury travel brand under Exclusive Investments' ownership.
• Inspirato's subscription-based business model is seen as compelling and valuable by Stoney Lonesome.

Negatives

• The proposed reverse merger with Buyerlink Inc. is fundamentally flawed and prioritizes CEO Payam Zamani's interests over minority stockholders.
• The merger would result in stockholders holding illiquid common stock in a conglomerate with poor corporate governance, subordinated to over $90 million in preferred stock and debt.
• Buyerlink's business is described as volatile, declining, and having a questionable track record, with its predecessor Autoweb, Inc. collapsing within 20 months of its 1999 IPO, causing over 96% investor loss.
• Buyerlink's $326 million equity valuation in the Proposed Merger is considered overstated and based on unrealistic projections, with H1 2025 results showing only 43% of projected annual revenue and 35% of projected adjusted EBITDA achieved.
• Implied second-half (H2) growth for Buyerlink (30.6% year-over-year revenue growth and 30.6% adjusted EBITDA margins) appears highly improbable, as Buyerlink has never sustained margins above the low 20s.
• Buyerlink's lead generation business is vulnerable to AI disruption and operates in a commoditized market, making it an ill-suited partner for a luxury travel brand.
• CEO Zamani allegedly stated, "I don't give a shit about the minority stockholders. The minority stockholders don't matter," demonstrating a blatant disregard for stockholder interests.
• The Special Committee has shown a lack of engagement with Stoney Lonesome despite repeated efforts to discuss significant concerns.
• The proposed issuance of preferred stock to CEO Zamani as part of the merger, with substantial annual payments and priority over common stockholders, raises serious questions about conflicts of interest and corporate governance.
• There is an apparent lack of thorough due diligence by the Special Committee on Buyerlink's business and projections.

Risks

• Risk of holding shares in a potentially failing conglomerate if the Buyerlink merger is consummated.
• Stockholders would hold illiquid common stock in the merged entity.
• Common stockholders would be subordinated to over $90 million in preferred stock and debt in the merged entity.
• Buyerlink's lead generation business is inherently transactional, volatile, and increasingly threatened by AI-driven changes in search technology.
• Significant dilution for existing stockholders due to a proposed 659% increase in outstanding shares (73,941,230 Class A common shares and 8,262,327 preferred shares) as part of the merger.
• Poor corporate governance in the merged entity, including potential conflicts of interest related to CEO Zamani's preferred stock.
• The proposed merger may attempt to bypass a majority-of-minority vote, potentially exploiting recent changes in Delaware law.

Future Outlook

Stoney Lonesome believes Inspirato would be better positioned to thrive as a luxury travel brand under Exclusive Investments' ownership. They project Buyerlink's implied second-half 2025 growth targets of 30.6% year-over-year revenue growth and 30.6% adjusted EBITDA margins as highly improbable, suggesting a negative outlook for Buyerlink's ability to meet its own projections.

Management Comments

• CEO Payam Zamani: "I don't give a shit about the minority stockholders. The minority stockholders don't matter." (Alleged by Stoney Lonesome during a call)
• CFO Michael Arthur: Confirmed Buyerlink's business has minimal seasonality.

Industry Context

The lead generation sector, in which Buyerlink operates, is facing significant multiple compressions and disruption due to advancements in AI-driven search technology. This contrasts sharply with Inspirato's subscription-based luxury travel model, which is perceived as more stable and less susceptible to such volatility. The filing highlights a divergence in business models and market trends between the two proposed merger partners.

Comparison to Industry Standards

• Buyerlink's implied H2 2025 adjusted EBITDA margins of 30.6% are significantly higher than its historical performance, which has never sustained above the low 20s. This suggests the projections are unrealistic compared to Buyerlink's own operational history and potentially to industry benchmarks for similar lead generation businesses.
• The $326 million equity valuation assigned to Buyerlink in the Proposed Merger is questioned given CEO Zamani acquired its core business (Autoweb) for $5.5 million in 2022. This valuation appears inflated, especially considering recent multiple compressions in the software and lead generation sectors due to AI disruption, indicating a potential overvaluation relative to current market conditions and comparable transactions.

Corporate Governance

Legal Proceedings

• Stoney Lonesome states they "will not hesitate to take any actions that we believe are necessary to protect our fellow minority stockholders," implying potential future legal or activist actions.

Related Party Transactions

• The proposed issuance of preferred stock to CEO Payam Zamani as part of the Proposed Merger, with substantial annual payments and priority over common stockholders, is a significant related party transaction.

Stakeholder Impact

• **Shareholders**: Face significant dilution and subordination to preferred stock and debt if the Buyerlink merger proceeds. An alternative all-cash offer provides immediate liquidity and certainty of value. Minority shareholders' interests are explicitly stated as being disregarded by management.
• **CEO Payam Zamani**: Stands to benefit from the issuance of preferred stock with substantial annual payments and priority in the proposed merger, raising conflict of interest concerns.
• **Board of Directors/Special Committee**: Under intense pressure to fulfill fiduciary duties and engage with the superior all-cash offer, facing criticism for lack of engagement and due diligence.
• **Employees**: Not directly mentioned, but the uncertainty surrounding the merger and potential changes in ownership could impact employee morale and stability.
• **Customers**: Inspirato's subscription-based luxury travel model is seen as compelling, and a stable ownership under Exclusive Investments could benefit customer experience, while a flawed merger could introduce instability.

Next Steps

• The Special Committee is demanded to immediately engage with Exclusive Investments to maximize stockholder value.
• Stoney Lonesome is committed to taking any necessary actions to protect minority stockholders.
• An upcoming special meeting is scheduled to vote on the Proposed Merger and related proposals.

Key Dates

Recommendation

The filing reveals severe corporate governance issues, including alleged disregard for minority shareholders by the CEO and a perceived lack of diligence by the Special Committee. The proposed reverse merger with Buyerlink is presented as fundamentally flawed, involving a company with a troubled history, an overstated valuation, and significant vulnerability to industry disruption. The merger would lead to substantial dilution and subordination for existing common stockholders. While an alternative cash offer exists, the current environment of conflict and questionable management decisions creates significant risk and uncertainty. A seasoned investor would likely recommend selling to avoid these risks and capitalize on the immediate, certain value offered by the alternative cash proposal, rather than holding shares in a potentially compromised merged entity.

Keywords

Inspirato, Buyerlink, Exclusive Investments, reverse merger, stockholder activism, corporate governance, luxury travel, lead generation, SEC filing, Schedule 13D, Payam Zamani, Autoweb, stock dilution, cash offer, fiduciary duties