Indaba Capital Delivers Demand for Inspection of Books and Records of Tabula Rasa HealthCare, Pursuant to Section 220 of Delaware Law

By: Indaba Capital Management, L.P. via Business Wire

July 28, 2022 at 08:30 AM EDT

Seeks Information to Investigate Potential Misconduct and Assess Each Director’s Independence, Adherence to Internal Policies and Performance of Fiduciary Duties

Highlights the Board’s Seemingly Conflicted Decisions, Including Allowing the Knowltons’ Value-Destructive Share Pledging and Lead Independent Director A. Gordon Tunstall’s Oddly Timed Share Sales

Indaba Capital Management L.P. (together with its affiliates, “Indaba” or “we”), which is the largest shareholder of Tabula Rasa HealthCare Inc. (NASDAQ: TRHC) (“Tabula Rasa” or the “Company”) and beneficially owns approximately 25.2% of the Company’s outstanding shares, today announced that pursuant to Section 220 of the Delaware General Corporation Law, it has requested that Tabula Rasa make available for inspection and copying the books and records (the “Books and Records”) of the Company pertaining to the following:

Chief Executive Officer and Chairman Calvin H. Knowlton’s and President and Director Orsula V. Knowlton’s share pledges and forced sales;
Financial results and guidance;
Directors’ adherence to the Company’s insider trading policy;
The Company’s agreement with Hope Healthcare Services, where director Dr. Samira K. Beckwith serves as President and Chief Executive Officer;
Lead Independent Director A. Gordon Tunstall’s share sales, and;
Potential conflicts of interest involving officers and/or members of the Board of Directors (the “Board”) and the Company’s governance policies.

Based on interactions with the Board, information included in the Company’s public filings and other publicly available information, Indaba believes this Books and Records request is critical to protect shareholders’ best interests. As noted in our July 20, 2022, letter, Indaba has significant concerns regarding the independence of the directors and their apparent deference to conflicted insiders, particularly the Knowltons. Indaba questions how the Board can effectively oversee the husband-and-wife management team when its independent directors seem to have conflicts of interest, including Mr. Tunstall’s long-standing ties to the Knowltons and Dr. Beckwith’s role as the President and Chief Executive Officer of Hope Healthcare Services, a customer of the Company. Indaba has also identified questionable trading patterns by both the Knowltons and the Board’s lead independent director, Mr. Tunstall, in which sizable sales or pledging arrangements seem to have occurred shortly before or after changes to the Company’s guidance. Notably, we find it appalling that the Company has been unwilling to have any substantive interaction with Indaba over the past month, even as we have become the Company’s largest individual shareholder by a substantial margin. This is the case despite us being informed that all of the Board’s independent members recently voted in favor of a settlement term sheet proposed by Indaba.

Accordingly, the Books and Records request will allow Indaba to investigate potential misconduct and assess individual directors’ independence, adherence to internal policies and performance of the Board and/or management’s fiduciary duties. As stated in our letter to the Company’s independent directors last week, we urge them to act with urgency and finally work with us in good faith to address shareholders’ concerns. We are committed to doing everything in our power and spending as much time as necessary in order to facilitate change atop Tabula Rasa.

Indaba’s July 20, 2022 public letter to the Company’s independent directors can be reviewed here.

About Indaba Capital

Indaba was founded in 2010 to invest in corporate equity and debt. Based in San Francisco, Indaba manages approximately $1.5 billion in assets. Learn more at www.IndabaCapital.com.