Liberated Syndication Inc. (OTCPK:LSYN) entered into an agreement to acquire AdvertiseCast, LLC from Dave Hanley and Trevr Smithlin for $30 million on March 29, 2021. The consideration consists of $18 million will be in cash, $10 million will be in newly issued Libsyn shares, and $2 million will be as a revenue-based earn out, which is subject to the terms and conditions of the purchase agreement. Libsyn received funding commitments of $25 million through a privately placed equity transaction. Trevr Smithlin and Dave Hanley will remain with Liberated Syndication as Chief Innovation Officer and Chief Revenue Officer, respectively and enter into employment agreements as a condition to closing. The acquisition's closing is subject to other customary closing conditions. The agreement contains customary representations, warranties, covenants and indemnities by the parties to such agreement and is subject to customary closing conditions, including, among other things, (i) the receipt of any regulatory approvals, (ii) the accuracy of the respective parties' representations and warranties, subject to customary qualifications, (iii) material compliance by the parties with their respective covenants and obligations, and (iv) Liberated Syndication and the Members entering into a registration rights agreement. In addition, the agreement contains certain termination rights, including by the Liberated Syndication or the Member Representative in the event the closing has not occurred by May 31, 2021.The deal is expected to close in Q2 2021. West Arrow LLC acted as a financial advisor and Faegre Drinker Biddle & Reath LLP acted as a legal advisor to Liberated Syndication Inc. Telos Advisors LLC acted as a financial advisor and Burns & Levinson LLP acted as a legal advisor to AdvertiseCast.

Liberated Syndication Inc. (OTCPK:LSYN) completed the acquisition of AdvertiseCast, LLC from Dave Hanley and Trevr Smithlin on June 3, 2021. Liberated Syndication and AdvertiseCast entered into an amended agreement, under which $1.65 million will be paid to the members and $0.35 million will paid to the employees at the end of the earn-out period date. AdvertiseCast reported $12 million in revenue in calendar year 2020.