---
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"
generated_at: "2026-05-17T15:09:40.026825+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# LivePerson exchanges $341.1M 2026 notes for $45M cash, $115M 10% notes due 2029, and 39% equity stake

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 5.03, 7.01, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-177962
- JSON: https://secwatch.observer/filing/0001193125-25-177962.json
- Plain text: https://secwatch.observer/filing/0001193125-25-177962.txt

## Key facts
- Debt Financings
  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.
  - Instrument: senior notes
  - Principal: $115.0 million of aggregate principal amount
  - Counterparty: holders of the Company’s outstanding 0% Convertible Senior Notes due 2026
  - Rate: 10.0% per annum, payable in-kind prior to March 15, 2027
  - Maturity: December 15, 2029
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1102993/000119312525177962/0001193125-25-177962-index.htm
- Governance Changes
  LIVEPERSON INC: Reduced quorum required for special meetings of stockholders from 50% to 33 1/3% of outstanding stock (effective 2025-08-08).
  - Change: bylaw amendment
  - Effective: 2025-08-08
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1102993/000119312525177962/0001193125-25-177962-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.