8-K
filed August 15, 2024, 7:59 PM ET
CIK 0001752474
other material
confidence high
sentiment negative
materiality 0.95
KLDiscovery Inc.: M&A transaction — KLDiscovery completes debt restructuring; MGG & OTPP take control with new $50M second lien loan at 17%
KLDiscovery Inc.
- Debenture exchange: 943.8M Class A shares & 145.9M Class B-1 issued to debenture holders; OTPP receives 145.9M Class B-2 for $14.59.
- New $50M second lien loan at 17% PIK from MGG and other debenture holders; extends first lien maturity to Aug 9, 2027.
- Change in control: MGG owns ~61.5% and OTPP ~34.4% of Class A; OTPP holds 100% of Class B-1 (non-voting on director elections).
- Board reduced to 7 directors; all prior directors resigned; new board includes MGG affiliates Kevin Griffin & Dale Stohr and OTPP affiliates Lee Sienna & Anthony Waszkiewicz.
- New stockholders agreement grants MGG and OTPP veto power over major actions (mergers, dividends, debt above $1M, etc.) and forced sale right after 54 months.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jill Frizzley resigned as Director at KLDiscovery Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Ian Fujiyama, Jill Frizzley, Neal P. Goldman, Kevin Griffin, Evan Morgan, Lawrence Prior III, Arjun Shah, Lauren Tanenbaum, Christopher J. Weiler and Richard Williams resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Closing (which resignations were tendered in connection with the Transactions and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices); and
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anthony Waszkiewicz was appointed as Director at KLDiscovery Inc..
- Action
- became director
- Role
- Director
Exact text from the filing
Kevin Griffin, Lee Sienna, Dale Stohr, Mike Suchsland, Anthony Waszkiewicz and Christoper J. Weiler became the directors of the Company in accordance with the New Certificate and the New Stockholders Agreement.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ian Fujiyama resigned as Director at KLDiscovery Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Ian Fujiyama, Jill Frizzley, Neal P. Goldman, Kevin Griffin, Evan Morgan, Lawrence Prior III, Arjun Shah, Lauren Tanenbaum, Christopher J. Weiler and Richard Williams resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Closing (which resignations were tendered in connection with the Transactions and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices); and
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lauren Tanenbaum resigned as Director at KLDiscovery Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Ian Fujiyama, Jill Frizzley, Neal P. Goldman, Kevin Griffin, Evan Morgan, Lawrence Prior III, Arjun Shah, Lauren Tanenbaum, Christopher J. Weiler and Richard Williams resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Closing (which resignations were tendered in connection with the Transactions and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices); and
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher J. Weiler resigned as Director at KLDiscovery Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Ian Fujiyama, Jill Frizzley, Neal P. Goldman, Kevin Griffin, Evan Morgan, Lawrence Prior III, Arjun Shah, Lauren Tanenbaum, Christopher J. Weiler and Richard Williams resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Closing (which resignations were tendered in connection with the Transactions and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices); and
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lee Sienna was appointed as Director at KLDiscovery Inc..
- Action
- became director
- Role
- Director
Exact text from the filing
Kevin Griffin, Lee Sienna, Dale Stohr, Mike Suchsland, Anthony Waszkiewicz and Christoper J. Weiler became the directors of the Company in accordance with the New Certificate and the New Stockholders Agreement.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Neal P. Goldman resigned as Director at KLDiscovery Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Ian Fujiyama, Jill Frizzley, Neal P. Goldman, Kevin Griffin, Evan Morgan, Lawrence Prior III, Arjun Shah, Lauren Tanenbaum, Christopher J. Weiler and Richard Williams resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Closing (which resignations were tendered in connection with the Transactions and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices); and
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Griffin was appointed as Director at KLDiscovery Inc..
- Action
- became director
- Role
- Director
Exact text from the filing
Kevin Griffin, Lee Sienna, Dale Stohr, Mike Suchsland, Anthony Waszkiewicz and Christoper J. Weiler became the directors of the Company in accordance with the New Certificate and the New Stockholders Agreement.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Griffin resigned as Director at KLDiscovery Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Ian Fujiyama, Jill Frizzley, Neal P. Goldman, Kevin Griffin, Evan Morgan, Lawrence Prior III, Arjun Shah, Lauren Tanenbaum, Christopher J. Weiler and Richard Williams resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Closing (which resignations were tendered in connection with the Transactions and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices); and
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mike Suchsland was appointed as Director at KLDiscovery Inc..
- Action
- became director
- Role
- Director
Exact text from the filing
Kevin Griffin, Lee Sienna, Dale Stohr, Mike Suchsland, Anthony Waszkiewicz and Christoper J. Weiler became the directors of the Company in accordance with the New Certificate and the New Stockholders Agreement.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Evan Morgan resigned as Director at KLDiscovery Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Ian Fujiyama, Jill Frizzley, Neal P. Goldman, Kevin Griffin, Evan Morgan, Lawrence Prior III, Arjun Shah, Lauren Tanenbaum, Christopher J. Weiler and Richard Williams resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Closing (which resignations were tendered in connection with the Transactions and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices); and
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher J. Weiler was appointed as Director at KLDiscovery Inc..
- Action
- became director
- Role
- Director
Exact text from the filing
Kevin Griffin, Lee Sienna, Dale Stohr, Mike Suchsland, Anthony Waszkiewicz and Christoper J. Weiler became the directors of the Company in accordance with the New Certificate and the New Stockholders Agreement.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Williams resigned as Director at KLDiscovery Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Ian Fujiyama, Jill Frizzley, Neal P. Goldman, Kevin Griffin, Evan Morgan, Lawrence Prior III, Arjun Shah, Lauren Tanenbaum, Christopher J. Weiler and Richard Williams resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Closing (which resignations were tendered in connection with the Transactions and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices); and
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lawrence Prior III resigned as Director at KLDiscovery Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Ian Fujiyama, Jill Frizzley, Neal P. Goldman, Kevin Griffin, Evan Morgan, Lawrence Prior III, Arjun Shah, Lauren Tanenbaum, Christopher J. Weiler and Richard Williams resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Closing (which resignations were tendered in connection with the Transactions and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices); and
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dale Stohr was appointed as Director at KLDiscovery Inc..
- Action
- became director
- Role
- Director
Exact text from the filing
Kevin Griffin, Lee Sienna, Dale Stohr, Mike Suchsland, Anthony Waszkiewicz and Christoper J. Weiler became the directors of the Company in accordance with the New Certificate and the New Stockholders Agreement.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Arjun Shah resigned as Director at KLDiscovery Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Ian Fujiyama, Jill Frizzley, Neal P. Goldman, Kevin Griffin, Evan Morgan, Lawrence Prior III, Arjun Shah, Lauren Tanenbaum, Christopher J. Weiler and Richard Williams resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof, effective as of the Closing (which resignations were tendered in connection with the Transactions and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices); and
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Suchsland was appointed as Chairperson of the Board at KLDiscovery Inc..
- Action
- selected as Chairperson
- Role
- Chairperson of the Board
Exact text from the filing
Following the Closing, the Board selected Michael Suchsland as the new Chairperson of the Board.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
KLDiscovery Inc. underwent a change of control involving the Debenture Holders.
- Action
- change of control
- Counterparty
- the Debenture Holders
Exact text from the filing
As a result of the consummation of the Debenture Exchange, a change in control of the Company occurred and the Debenture Holders acquired control of the Company.
View on SEC.gov
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