{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-177962","form_type":"8-K","ticker":"LPSN","cik":"0001102993","company_name":"LIVEPERSON INC","filed_at":"2025-08-11T23:59:59+00:00","discovered_at":"2026-05-14T18:02:43.347299+00:00","generated_at":"2026-05-17T15:09:40.026825+00:00","sec_items":["1.01","2.03","3.02","5.03","7.01","8.01","9.01"],"event_type":"debt","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"LivePerson exchanges $341.1M 2026 notes for $45M cash, $115M 10% notes due 2029, and 39% equity stake","bullets":["Exchange of $341.1M of 0% convertible notes with $45M cash, $115M of 10% secured notes due Dec 2029, and common/preferred equity totaling 39% of fully diluted shares.","New 10% second-lien secured notes mature Dec 2029; interest is PIK until Mar 2027, then cash/PIK option. Preferred stock bears 15% dividend, rising to 20% after one year.","Series B Preferred Stock convertible to common if shareholders approve charter amendment increase; if not, preferred remains outstanding.","Bylaws amended to lower quorum for special meetings from 50% to 33.33% of outstanding voting stock.","Company projects total liquidity of $92M-$130M for each fiscal year ending Dec 31, 2025-2029, excluding effects of the exchange."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-177962","json":"https://secwatch.observer/filing/0001193125-25-177962.json","markdown":"https://secwatch.observer/filing/0001193125-25-177962.md","text":"https://secwatch.observer/filing/0001193125-25-177962.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1102993/000119312525177962/0001193125-25-177962-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1102993/000119312525177962/d847884d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T15:09:40.026825+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"6632c2e6abfcec31ed4779c6fc2708686f215891","claim":"LIVEPERSON INC incurred senior notes of $115.0 million of aggregate principal amount with holders of the Company’s outstanding 0% Convertible Senior Notes due 2026 at 10.0% per annum, payable in-kind prior to March 15, 2027 maturing December 15, 2029.","evidence_excerpt":"On August 11, 2025, LivePerson, Inc. (the \" Company \") entered into a privately negotiated exchange agreement (the \" Exchange Agreement \") with holders (the \" Noteholders \") of approximately $341.1 million aggregate principal amount the Company’s outstanding 0% Convertible Senior Notes due 2026 (the \" 2026 Notes \") relating to the exchange (the \" Exchange \") of such 2026 Notes held by the Noteholders for (i) an aggregate payment of $45.0 million in cash, (ii) $115.0 million of aggregate principal amount of the Company’s 10.0% Second Lien Senior Subordinated Secured Notes due 2029 (the \" New Secured Notes \")","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1102993/000119312525177962/0001193125-25-177962-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$115.0 million of aggregate principal amount"},{"label":"Counterparty","value":"holders of the Company’s outstanding 0% Convertible Senior Notes due 2026"},{"label":"Rate","value":"10.0% per annum, payable in-kind prior to March 15, 2027"},{"label":"Maturity","value":"December 15, 2029"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"504d1dd262646091f7c280a0d703d90423ebf5bc","claim":"LIVEPERSON INC: Reduced quorum required for special meetings of stockholders from 50% to 33 1/3% of outstanding stock (effective 2025-08-08).","evidence_excerpt":"On August 8, 2025, the board of directors of the Company adopted the Fourth Amended and Restated Bylaws of the Company (the “ Fourth A&R Bylaws ”). Pursuant to the Fourth A&R Bylaws, the quorum required for the transaction of business at any special meeting of stockholders has been reduced from holders of 50% of the stock issued and outstanding and entitled to vote thereat to holders of 33 1/3% of the stock issued and outstanding and entitled to vote thereat.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1102993/000119312525177962/0001193125-25-177962-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2025-08-08"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}