8-K/A
filed August 15, 2024, 7:59 PM ET
CIK 0001752474
other material
confidence high
sentiment positive
materiality 1.00
KLDiscovery Inc.: M&A transaction — KLDiscovery completes restructuring; debentures exchanged for 96% equity; new $50M loan at 17%
KLDiscovery Inc.
- Convertible debentures exchanged for 96% of fully-diluted common stock; old equity holders diluted to 4%.
- Entered $50M second-lien loan at 17% PIK interest; proceeds used to repay credit facility and transaction costs.
- Term loan maturity extended 18 months to August 2027; rate increased 100 bps; commitment fee 0.75%.
- Board reduced to 7 directors; MGG and OTPP each designate two; CEO Chris Weiler remains; new chair Michael Suchsland.
- New certificate authorizes 2.5B Class A, 1B Class B-1, 1B Class B-2 shares with differentiated voting rights.
Key facts
Extracted from this filing and checked against the source text.
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
- Role
- Chairperson of the Board
Exact text from the filing
the Board selected Michael Suchsland as the new Chairperson of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jill Frizzley resigned as member of the board of directors at KLDiscovery Inc..
- Action
- resigned
- Role
- member of the board of directors
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Arjun Shah resigned as member of the board of directors at KLDiscovery Inc..
- Action
- resigned
- Role
- member of the board of directors
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
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
- Role
- director
Exact text from the filing
Kevin Griffin, Lee Sienna, Dale Stohr, Mike Suchsland, Anthony Waszkiewicz and Christopher 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
Mike Suchsland was appointed as director at KLDiscovery Inc..
- Action
- became
- Role
- director
Exact text from the filing
Kevin Griffin, Lee Sienna, Dale Stohr, Mike Suchsland, Anthony Waszkiewicz and Christopher 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
Christopher J. Weiler resigned as member of the board of directors at KLDiscovery Inc..
- Action
- resigned
- Role
- member of the board of directors
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
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
- Role
- director
Exact text from the filing
Kevin Griffin, Lee Sienna, Dale Stohr, Mike Suchsland, Anthony Waszkiewicz and Christopher 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 member of the board of directors at KLDiscovery Inc..
- Action
- resigned
- Role
- member of the board of directors
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Griffin resigned as member of the board of directors at KLDiscovery Inc..
- Action
- resigned
- Role
- member of the board of directors
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Neal P. Goldman resigned as member of the board of directors at KLDiscovery Inc..
- Action
- resigned
- Role
- member of the board of directors
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ian Fujiyama resigned as member of the board of directors at KLDiscovery Inc..
- Action
- resigned
- Role
- member of the board of directors
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Evan Morgan resigned as member of the board of directors at KLDiscovery Inc..
- Action
- resigned
- Role
- member of the board of directors
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lawrence Prior III resigned as member of the board of directors at KLDiscovery Inc..
- Action
- resigned
- Role
- member of the board of directors
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
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
- Role
- director
Exact text from the filing
Kevin Griffin, Lee Sienna, Dale Stohr, Mike Suchsland, Anthony Waszkiewicz and Christopher 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
Anthony Waszkiewicz was appointed as director at KLDiscovery Inc..
- Action
- became
- Role
- director
Exact text from the filing
Kevin Griffin, Lee Sienna, Dale Stohr, Mike Suchsland, Anthony Waszkiewicz and Christopher 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
Lauren Tanenbaum resigned as member of the board of directors at KLDiscovery Inc..
- Action
- resigned
- Role
- member of the board of directors
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
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
- Role
- director
Exact text from the filing
Kevin Griffin, Lee Sienna, Dale Stohr, Mike Suchsland, Anthony Waszkiewicz and Christopher J. Weiler became the directors of the Company in accordance with the New Certificate and the New Stockholders Agreement.
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 (affiliates of Ontario Teachers’ Pension Plan Board and MGG Investment Group LP) (closed 2024-08-14).
- Action
- change of control
- Counterparty
- the Debenture Holders (affiliates of Ontario Teachers’ Pension Plan Board and MGG Investment Group LP)
- Closing
- 2024-08-14
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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