LivePerson Files 8-K: Material Agreements & Equity Changes

TL;DR

LPNN filed an 8-K detailing material agreements, debt obligations, and equity changes. Big moves happening.

AI Summary

On June 3, 2024, LivePerson, Inc. entered into a Material Definitive Agreement related to the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. This filing indicates significant corporate actions and potential financial restructuring for LivePerson.

Why It Matters

This 8-K filing signals significant corporate and financial events at LivePerson, Inc., potentially impacting its debt, equity structure, and investor rights.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• LivePerson, Inc. (company) — Registrant
• June 3, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• New York (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share LPSN The Nasdaq Stock Market
• $145,957,000 — ted (i) an exchange (the "Exchange") of $145,957,000 aggregate principal amount of the Compa
• $100,000,000 — (the "2026 Notes") held by Lynrock for $100,000,000 aggregate principal amount of First Lie
• $50,000,000 — "), (ii) a private offering and sale of $50,000,000 in aggregate principal amount of New No
• $0.75 — 10-year warrants with a strike price of $0.75 per share, exercisable for approximatel
• $150,000,000 — subject to certain requirements, up to $150,000,000 of debt that is junior in lien priority
• $60,000,000 — y to maintain a minimum cash balance of $60,000,000 at all times. Upon request of Lynrock,
• $1,000 — g to 13.2933 shares of Common Stock per $1,000 principal amount of New Notes. The Comp

Filing Documents

• lpsn-20240603.htm (8-K) — 54KB
• exhibit41.htm (EX-4.1) — 1561KB
• exhibit43.htm (EX-4.3) — 238KB
• exhibit44.htm (EX-4.4) — 215KB
• exhibit101.htm (EX-10.1) — 498KB
• 0001102993-24-000092.txt ( ) — 3153KB
• lpsn-20240603.xsd (EX-101.SCH) — 2KB
• lpsn-20240603_def.xml (EX-101.DEF) — 16KB
• lpsn-20240603_lab.xml (EX-101.LAB) — 27KB
• lpsn-20240603_pre.xml (EX-101.PRE) — 16KB
• lpsn-20240603_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on May 13, 2024, LivePerson, Inc. (the "Company") entered into a privately negotiated exchange and purchase agreement (the "Original Agreement") with Lynrock Lake Master Fund LP ("Lynrock"). On June 3, 2024, the Company and Lynrock entered into a First Amendment to the Exchange and Purchase Agreement (the "Exchange Agreement Amendment", and the Original Agreement as so amended, the "Exchange and Purchase Agreement"), dated as of June 3, 2024. Pursuant to the Exchange and Purchase Agreement, on June 3, 2024, the Company consummated (i) an exchange (the "Exchange") of $145,957,000 aggregate principal amount of the Company's outstanding 0% Convertible Senior Notes due December 15, 2026 (the "2026 Notes") held by Lynrock for $100,000,000 aggregate principal amount of First Lien Convertible Senior Notes due 2029 (the "New Notes"), (ii) a private offering and sale of $50,000,000 in aggregate principal amount of New Notes to Lynrock for a subscription price of $50,000,000 (the "Initial Draw Notes") and (iii) issuances to Lynrock of 10-year warrants with a strike price of $0.75 per share, exercisable for approximately 8.9% of the Company's common stock, $0.001 par value per share (the "Common Stock"), calculated on a fully diluted basis (the "Share-Settled Warrants") and 10-year warrants with a strike price of $0.75 per share, exercisable with respect to a notional amount of approximately 2.1% of the Common Stock for cash payments equal to the excess of Fair Market Value (as defined therein) per share over the strike price, fully diluted subject to certain adjustments (the "Cash-Settled Warrants," and collectively with the Share-Settled Warrants, the "Warrants."). The Cash-Settled Warrants will permit the Company, subject to certain conditions (including that the Company has maximum Available Cash (as defined therein) of $100,000,000), to defer payment of the settlement amount at an annualize

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The New Notes and the Warrants have been sold to Lynrock in a private placement in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration based in part on representations made by Lynrock in the Exchange and Purchase Agreement. The information related to the issuance of the Notes contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following documents are included as exhibits to this report: Exhibit No. Description 4.1 Indenture, dated as of June 3, 2024, by and among LivePerson, Inc., the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee and as Collateral Agent . 4.2 Form of Senior Secured Convertible Note due 2029 (included within the Indenture filed as Exhibit 4.1 hereto). 4.3 Warrant to Purchase Common Stock issued by LivePerson, Inc. on June 3, 2024 to Lynrock Lake Master Fund LP. 4.4 Warrant issued by LivePerson, Inc. on June 3, 2024 to Lynrock Lake Master Fund LP. 10.1 First Amendment to Exchange and Purchase Agreement, dated as of June 3, 2024, by and between LivePerson, Inc. and Lynrock Lake Master Fund LP. 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LIVEPERSON, INC. (Registrant) Date: June 4, 2024 By: /s/ MONICA L. GREENBERG Monica L. Greenberg Executive Vice President, Policy and General Counsel

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View this 8-K filing on SEC EDGAR