LiveOne Podcasting Division Files With SEC for Spinoff

Music streaming company LiveOne’s podcasting division, PodcastOne, filed an S-1 with the Securities Exchange Commission on Tuesday as a prelude to becoming a standalone, publicly traded company. LiveOne has set a record date of Jan. 16 for PodcastOne’s special dividend to LiveOne shareholders of record. 

The spinoff “will meaningfully enhance our industry market perception,” the company wrote in the filing, “thereby providing greater growth opportunities for us than our consolidated operation as a private subsidiary of LiveOne.”

LiveOne will remain PodcastOne’s majority shareholder and will distribute approximately 6.2% of outstanding shares to LiveOne shareholders. LiveOne will retain 86.3% of outstanding shares. The remaining shares will be held by holders of bridge notes as well as the company’s directors and executives. PodcastOne currently expects its shares to trade on the Nasdaq.

In addition, LiveOne said it intends to explore spinning out SlackerOne into a separate public company during its 2024 fiscal year. LiveOne acquired music streaming service Slacker in 2017 for $50 million. Slacker was ordered by a judge in November to pay SoundExchange $10 million for performance royalties owed since 2018. Slacker asked the judge to overturn the ruling, saying the decision had led debtors to default on two senior secured notes, threatening “economic damage” to the company that would be “unsustainable.” The judge denied LiveOne’s request.

PodcastOne was co-founded in 2012 by current president Kit Gray and Westwood One founder Norman Pattiz and ranks No. 14 on Podtrac’s list of top podcast publishers in the U.S. It has about 2.1 billion downloads annually and produces 350 episodes per week. Among its podcast titles are Court Junkie, Cold Case Files, The Adam Corolla Show and Nappy Boy Radio with rapper T-Pain. PodcastOne also operates LaunchpadOne, a do-it-yourself platform for independent podcasters in the vein of Spotify-owned Anchor and Amazon-owned Art19 that distributes content to Spotify, Apple Podcast, Google Podcasts and other outlets. LiveOne — then named LiveXLive — acquired PodcastOne in 2020. 

PodcastOne generated $32.2 million in the fiscal year ended March 31, 2022, a 36% improvement from the prior-year period, and plans to have revenues of $25 million in the nine-month period ending Dec. 31, 2022, according to LiveOne.