- Total backstop commitment of $200 million, with Ontario
Teachers’ Pension Plan and another large global financial
institution to provide $100 million combined investment to go with
commitment from MGG Investment Group, LP of $100 million
Pivotal Acquisition Corp. (NYSE: PVT) (“Pivotal” or the “Company”) a public investment vehicle, and
KLDiscovery (“KLD”), a leading global
provider of electronic discovery, information governance and data
recovery services, announced today that the Company and KLD have
received binding commitments from Ontario Teachers’ Pension Plan
(“OTPP”) and another large global
financial institution pursuant to which such parties have committed
to make an investment of $100 million in the form of one or more
debentures (each a “Debenture”) to be
issued in connection with the closing of the transaction between
the Company and KLD. The Debentures will be of the same series as
the debenture to be purchased pursuant to the previously reported
commitment made by MGG Investment Group, LP (“MGG”) in connection with the transaction between
the Company and KLD. As a result, the Company now has access to
$200 million from the commitments made by MGG, OTPP and the other
large global financial institution.
“This backstop enables us to reignite our acquisition program
and make targeted investments to drive growth,” said Chris Weiler,
KLD’s Chief Executive Officer.
The Debentures will have a term of 5 years and will be repayable
at any time prior to maturity without any prepayment penalty.
However, in the event the Company elects to prepay the Debentures,
the holders will have a right to purchase common stock from the
Company in an amount commensurate in value to the prepayment at a
price of $18 per share, subject to adjustment (the “conversion
price”). Additionally, the holders will have the option to convert
the Debentures into shares of the Company at the conversion price
at any time. The Debentures will pay interest in cash at a rate of
4% and in kind at a rate of 7%. The principal amount and
paid-in-kind interest will be due at maturity of the Debentures. In
connection with the issuance of the Debentures, certain holders
will also purchase from the Company shares of common stock of the
Company and warrants to purchase shares for the aggregate price of
approximately $1.77 million.
The Company’s stockholder meeting called to consider and vote on
the proposed transaction between the Company and KLD will take
place on December 18, 2019 at 10:00 a.m. and the transaction is
expected to be consummated as soon as possible thereafter. The
Company has determined that it is unlikely to meet the minimum
holder requirements for listing on the New York Stock Exchange upon
consummation of the transaction with KLD. As a result, it is
anticipated that upon the closing of the transaction with KLD, the
Company’s securities will be delisted from the New York Stock
Exchange. It is anticipated that the Company’s securities will
thereafter be traded on a to-be-determined tier of the OTC Bulletin
Board.
Additional Information and Where to Find It
Pivotal has filed a Registration Statement on Form S-4,
including a definitive proxy statement/prospectus, with the
Securities and Exchange Commission (“SEC”) to be used in connection with its meeting of
stockholders to approve the proposed transaction with KLD. Pivotal
has mailed the definitive proxy statement/prospectus to its
stockholders. INVESTORS AND SECURITY HOLDERS OF PIVOTAL ARE URGED
TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED BUSINESS COMBINATION. Investors and security holders will
be able to obtain free copies of the definitive proxy
statement/prospectus and other documents containing important
information about Pivotal and KLD through the website maintained by
the SEC at http://www.sec.gov. Copies
of the documents filed with the SEC by Pivotal can also be obtained
free of charge on Pivotal’s website at www.pivotalac.com or by directing a written
request to Pivotal Acquisition Corp., c/o Graubard Miller, The
Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New
York 10174.
Participants in the Solicitation
Pivotal and KLD and their respective directors and executive
officers, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Pivotal’s stockholders in connection
with the proposed transaction. Investors and security holders may
obtain more detailed information regarding the names and interests
in the proposed transaction of Pivotal’s directors and officers in
Pivotal’s filings with the SEC, including Pivotal’s Annual Report
on Form10-K for the fiscal year ended December 31, 2018, which was
filed with the SEC on April 1, 2019. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to Pivotal’s stockholders in connection
with the proposed business combination is also set forth in the
definitive proxy statement/prospectus.
No Offer or Solicitation
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About KLDiscovery
KLDiscovery provides technology-enabled services and software to
help law firms, corporations, government agencies and consumers
solve complex data challenges. The company, with offices in 40+
locations across 20 countries, is a global leader in delivering
best-in-class eDiscovery, information governance and data recovery
solutions to support the litigation, regulatory compliance,
internal investigation and data recovery and management needs of
our clients. Serving clients for over 30 years, KLDiscovery offers
data collection and forensic investigation, early case assessment,
electronic discovery and data processing, application software and
data hosting for web-based document reviews, and managed document
review services. In addition, through its global Ontrack Data
Recovery business, KLDiscovery delivers world-class data recovery,
email extraction and restoration, data destruction and tape
management. KLDiscovery has been recognized as one of the fastest
growing companies in North America by both Inc. Magazine (Inc.
5000) and Deloitte (Deloitte’s Technology Fast 500) and CEO Chris
Weiler was recognized as a 2014 Ernst & Young Entrepreneur of
the Year™. Additionally, KLDiscovery is a Relativity Certified
Partner and maintains ISO/IEC 27001 Certified data centers around
the world. For more information, please email info@kldiscovery.com
or visit www.kldiscovery.com.
About Pivotal Acquisition Corp.
Pivotal Acquisition Corp. (NYSE: PVT), a public investment
vehicle, is a blank check company organized for the purpose of
effecting a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization, or other similar
business combination with one or more businesses or entities.
Pivotal’s securities are quoted on the New York Stock Exchange
under the ticker symbols PVT, PVT WS and PVT.U. For more
information, visit www.pivotalac.com.
Forward Looking Statements
This press release includes “forward looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. All statements
contained in this press release other than statements of historical
facts, including, without limitation, statements regarding KLD’s
future financial and business performance, attractiveness of KLD’s
product offerings and platform and the value proposition of KLD’s
products, are forward-looking statements. When used in this press
release, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
Pivotal’s or KLD’s management’s control, that could cause actual
results or outcomes to differ materially from those discussed in
the forward-looking statements. Important factors, among others,
that may affect actual results or outcomes include: the inability
to complete the transactions contemplated by the proposed business
combination; the inability to recognize the anticipated benefits of
the proposed business combination, which may be affected by, among
other things, the amount of cash available following any
redemptions by Pivotal stockholders; the ability to meet the NYSE’s
listing standards following the consummation of the transactions
contemplated by the proposed business combination; costs related to
the proposed business combination; KLD’s ability to execute on its
plans to develop and market new products and the timing of these
development programs; KLD’s estimates of the size of the markets
for its solutions; the rate and degree of market acceptance of
KLD’s solutions; the success of other competing technologies that
may become available; KLD’s ability to identify and integrate
acquisitions; the performance and security of KLD’s services;
potential litigation involving Pivotal or KLD; and general economic
and market conditions impacting demand for KLD’s services. Other
factors include the possibility that the proposed transaction does
not close, including due to the failure to receive required
security holder approvals, the failure of other closing conditions,
as well as other risks and uncertainties set forth in the “Risk
Factors” section of Pivotal’s Registration Statement on Form S-4
and any subsequent reports that Pivotal files with the SEC. Neither
Pivotal nor KLD undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191217005462/en/
Investors Richard Simonelli 973-896-8184
richard.simonelli@kldiscovery.com
Media Krystina Jones 888.811.3789
krystina.jones@kldiscovery.com
Pivotal Acquisition (NYSE:PVT)
Historical Stock Chart
From Oct 2024 to Nov 2024
Pivotal Acquisition (NYSE:PVT)
Historical Stock Chart
From Nov 2023 to Nov 2024
