secwatch / observer

8-K filed December 22, 2023, 6:59 PM ET CIK 0001723648

M&A confidence high sentiment neutral materiality 1.00

LiveVox Holdings, Inc.: M&A transaction — LiveVox acquired by NICE Ltd. subsidiary for $374M; stockholders receive $3.74/share

LiveVox Holdings, Inc.

Total consideration approx $374M; stockholders received $3.74 per share in cash.
Company common stock, warrants, and units delisted from Nasdaq effective Dec 22, 2023.
Board of directors replaced; Barak Eilam and Beth Gaspich appointed as directors.
Warrant exercise price temporarily reduced to ~$3.54 for public warrants until Jan 21, 2024.
Credit agreement terminated; $1.5M cash collateral pledged for surviving letters of credit.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Rishi Chanda

member of the Board of Directors

LiveVox Holdings, Inc.

Effective: 2023-12-22
Filed: December 22, 2023, 6:59 PM ET

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

Departed

Marcello Pantuliano

member of the Board of Directors

LiveVox Holdings, Inc.

Effective: 2023-12-22
Filed: December 22, 2023, 6:59 PM ET

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

Departed

Todd M. Purdy

member of the Board of Directors

LiveVox Holdings, Inc.

Effective: 2023-12-22
Filed: December 22, 2023, 6:59 PM ET

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

Departed

Robert D. Beyer

member of the Board of Directors

LiveVox Holdings, Inc.

Effective: 2023-12-22
Filed: December 22, 2023, 6:59 PM ET

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

Departed

Doug Ceto

member of the Board of Directors

LiveVox Holdings, Inc.

Effective: 2023-12-22
Filed: December 22, 2023, 6:59 PM ET

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

Appointed

Beth Gaspich

director

LiveVox Holdings, Inc.

Effective: 2023-12-22
Filed: December 22, 2023, 6:59 PM ET

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

Departed

Leslie C.G. Campbell

member of the Board of Directors

LiveVox Holdings, Inc.

Effective: 2023-12-22
Filed: December 22, 2023, 6:59 PM ET

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

Departed

Louis Summe

member of the Board of Directors

LiveVox Holdings, Inc.

Effective: 2023-12-22
Filed: December 22, 2023, 6:59 PM ET

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

Departed

Kathleen Pai

member of the Board of Directors

LiveVox Holdings, Inc.

Effective: 2023-12-22
Filed: December 22, 2023, 6:59 PM ET

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

Departed

Bernard Nann

member of the Board of Directors

LiveVox Holdings, Inc.

Effective: 2023-12-22
Filed: December 22, 2023, 6:59 PM ET

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

Departed

Susan Morisato

member of the Board of Directors

LiveVox Holdings, Inc.

Effective: 2023-12-22
Filed: December 22, 2023, 6:59 PM ET

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

Appointed

Barak Eilam

director

LiveVox Holdings, Inc.

Effective: 2023-12-22
Filed: December 22, 2023, 6:59 PM ET

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

Departed

John DiLullo

member of the Board of Directors

LiveVox Holdings, Inc.

Effective: 2023-12-22
Filed: December 22, 2023, 6:59 PM ET

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

Departed

Stewart Bloom

member of the Board of Directors

LiveVox Holdings, Inc.

Effective: 2023-12-22
Filed: December 22, 2023, 6:59 PM ET

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Rishi Chanda resigned as member of the Board of Directors at LiveVox Holdings, Inc..

Action: resigned
Role: member of the Board of Directors

Exact text from the filing

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Marcello Pantuliano resigned as member of the Board of Directors at LiveVox Holdings, Inc..

Action: resigned
Role: member of the Board of Directors

Exact text from the filing

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Todd M. Purdy resigned as member of the Board of Directors at LiveVox Holdings, Inc..

Action: resigned
Role: member of the Board of Directors

Exact text from the filing

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Robert D. Beyer resigned as member of the Board of Directors at LiveVox Holdings, Inc..

Action: resigned
Role: member of the Board of Directors

Exact text from the filing

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Doug Ceto resigned as member of the Board of Directors at LiveVox Holdings, Inc..

Action: resigned
Role: member of the Board of Directors

Exact text from the filing

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Beth Gaspich was appointed as director at LiveVox Holdings, Inc..

Action: became director
Role: director

Exact text from the filing

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Leslie C.G. Campbell resigned as member of the Board of Directors at LiveVox Holdings, Inc..

Action: resigned
Role: member of the Board of Directors

Exact text from the filing

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Louis Summe resigned as member of the Board of Directors at LiveVox Holdings, Inc..

Action: resigned
Role: member of the Board of Directors

Exact text from the filing

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Kathleen Pai resigned as member of the Board of Directors at LiveVox Holdings, Inc..

Action: resigned
Role: member of the Board of Directors

Exact text from the filing

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Bernard Nann resigned as member of the Board of Directors at LiveVox Holdings, Inc..

Action: resigned
Role: member of the Board of Directors

Exact text from the filing

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Susan Morisato resigned as member of the Board of Directors at LiveVox Holdings, Inc..

Action: resigned
Role: member of the Board of Directors

Exact text from the filing

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Barak Eilam was appointed as director at LiveVox Holdings, Inc..

Action: became director
Role: director

Exact text from the filing

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

John DiLullo resigned as member of the Board of Directors at LiveVox Holdings, Inc..

Action: resigned
Role: member of the Board of Directors

Exact text from the filing

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Stewart Bloom resigned as member of the Board of Directors at LiveVox Holdings, Inc..

Action: resigned
Role: member of the Board of Directors

Exact text from the filing

In connection with the consummation of the Merger, (i) each of Stewart Bloom, Louis Summe, John DiLullo, Robert D. Beyer, Leslie C.G. Campbell, Doug Ceto, Rishi Chanda, Susan Morisato, Bernard Nann, Kathleen Pai, Marcello Pantuliano, and Todd M. Purdy resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) Barak Eilam and Beth Gaspich became directors of the Company, in each case, effective as of the Effective Time on December 22, 2023.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

LiveVox Holdings, Inc.: Certificate of incorporation amended and restated in connection with merger.

Change: charter amendment

Exact text from the filing

the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

LiveVox Holdings, Inc.: Bylaws amended and restated in connection with merger.

Change: bylaw amendment

Exact text from the filing

the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

LiveVox Holdings, Inc. underwent a change of control involving NICE Ltd. for approximately $374 million (closed 2023-12-22).

Action: change of control
Counterparty: NICE Ltd.
Consideration: approximately $374 million
Closing: 2023-12-22

Exact text from the filing

Company became a wholly owned subsidiary of Parent. The total amount of consideration payable to the Company’s security holders in connection with the Merger was approximately $374 million. The funds used to consummate the Merger and complete the related transactions came from the readily available funds of Parent and NICE. --- EX-99.1 (EXHIBIT 99.1) --- EX-99.1

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

LiveVox Holdings, Inc. terminated Credit Agreement with LiveVox Intermediate LLC, LiveVox, Inc., PNC Bank, National Association and the lenders and other parties party thereto.

Action: termination
Agreement: credit facility
Counterparty: LiveVox Intermediate LLC, LiveVox, Inc., PNC Bank, National Association and the lenders and other parties party thereto

Exact text from the filing

the Company repaid all loans and discharged all obligations and terminated all credit commitments, security agreements and liens outstanding under the Credit Agreement, dated as of February 28, 2016, by and among LiveVox Intermediate LLC, LiveVox, Inc., PNC Bank, National Association (“ PNC Bank ”) and the lenders and other parties party thereto (the “ Credit Agreement ”)

View on SEC.gov

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Source: SEC EDGAR

accession 0001104659-23-128664

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