LVOXU LiveVox Holding Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 29, 2023 (December 22, 2023)

 

 

LIVEVOX HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-38825		82-3447941
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

655 Montgomery Street, Suite 1000

San Francisco, CA 94111

(Address of principal executive offices)

 

(415) 671-6000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 per share		LVOX		The NASDAQ Stock Market LLC
Redeemable Warrants, each whole Warrant exercisable to purchase one share of Class A common stock at an exercise price of $11.50		LVOXW		The NASDAQ Stock Market LLC
Units, each consisting of one share of Class A common stock and one-half of one redeemable Warrant		LVOXU		The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Explanatory Note

 

This Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) is being filed to amend the Current Report on Form 8-K of LiveVox Holdings, Inc. (the “Company”), filed on December 22, 2023 (the “Original 8-K”), regarding, among other matters, the consummation of the previously announced merger pursuant to the Agreement and Plan of Merger, dated as of October 3, 2023 (the “Merger Agreement”), by and among the Company, inContact, Inc., a Delaware corporation (“Parent”), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and NICE Ltd., a company organized under the laws of the State of Israel. This Amendment includes as an exhibit a corrected Notice to Holders of Company Warrants that was filed as Exhibit No. 99.1 to the Original 8-K. The disclosure contained in Item 9.01 of the Original 8-K is hereby supplemented and amended by the disclosure contained in Item 9.01 of this Amendment.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit No.	Description of Exhibit
99.1	Notice to Holders of Company Warrants dated January 2, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

All schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon its request.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 29, 2023

 

	LIVEVOX HOLDINGS, INC.
	By:
	Name:	Barry Cooper
	Title:	President

 

Exhibit 99.1

 

January 2, 2024

 

VIA CERTIFIED MAIL

 

Broadridge Corporate Issuer Solutions, LLC

51 Mercedes Way

Edgewood, NY 11717

Attn: Corporate Actions Department

 

Re: Warrants

 

Ladies and Gentlemen:

 

Reference is made to (a) the Warrant Agreement, dated as of March, 2019, by and between LiveVox Holdings, Inc. (formerly known as Crescent Acquisition Corp), a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, LLC (as assignee), a New York corporation, as the warrant agent (the “Warrant Agent”) (as amended, restated or otherwise modified from time to time, the “Warrant Agreement”), and (b) the Agreement and Plan of Merger dated as of October 3, 2023, among the Company, inContact, Inc., a Delaware corporation, Laser Bridge Merger Sub Inc., a Delaware corporation, and NICE Ltd., a company organized under the laws of the State of Israel (as amended, restated or otherwise modified from time to time, the “Merger Agreement”). Capitalized terms used but not otherwise defined in this notice shall have the meanings ascribed thereto in the Warrant Agreement.

 

Pursuant to Sections 4.4 and 4.5 of the Warrant Agreement, the Company hereby provides notice of the following:

 

1.

The Effective Time (as defined in the Merger Agreement) of the Merger (as defined in the Merger Agreement) was 9:48 a.m. Eastern time on December 22, 2023 (the “Closing Date”).

 

2.

The Per Share Consideration provided for in the Merger Agreement of $3.74 per share of Common Stock constitutes an Alternative Issuance. Accordingly, following the Effective Time, (a) no shares of Common Stock shall be purchasable pursuant to the Warrants and (b) each holder of a Warrant shall be entitled to receive, upon proper exercise of such Warrant and the payment of the Warrant Price in cash, the amount of $3.74 in cash per Warrant (the “Warrant Payment”); provided that if any Registered Holder properly exercises a Warrant during the period beginning on the Closing Date and ending on and including January 21, 2024 (such period, the “Special Exercise Period”), the Warrant Price shall be adjusted as contemplated by Section 4.4 of the Warrant Agreement.

 

3.

Pursuant to Section 4.4 of the Warrant Agreement, until the end of the Special Exercise Period, the Warrant Price is reduced by an amount (in dollars) equal to the difference of (a) $11.50 (which constitutes the Warrant Price in effect prior to such reduction) minus (b)(i) $3.74 (which constitutes the Per Share Consideration) minus (ii) the applicable Black-Scholes Warrant Value.

 

4.

The Black-Scholes Warrant Value was calculated for each Forward Purchase Warrant and Public Warrant to be $0.1617 and $0.1523 (as applicable, the “Warrant Value”), respectively, in accordance with the terms of the Warrant Agreement and the terms set forth below:

 

Term	Forward Purchase Warrants	Public Warrants
Reference Date	December 21, 2023 (the trading day immediately prior to the Effective Time)	Same as per the Forward Purchase Warrants
Price of Each Share of Common Stock (10-trading day VWAP for the period ended on the Reference Date)	$3.6974	Same as per the Forward Purchase  Warrants
Assumed Volatility	Calculated using the 90-day volatility obtained from the HVT function on Bloomberg determined as of October 3, 2023 (the trading day immediately prior to the day of the Company’s announcement of the Merger Agreement) – 46.846%	Same as per the Forward Purchase Warrants
Assumed Risk-Free Interest Rate	Calculated using the Graph Curve (GC) function on Bloomberg and the U.S. Treasury Actives Curve rate using the Interpolate Curves tool for the Expiration Date (June 18, 2026) – 4.187%	Same as per the Forward Purchase Warrants
Option Pricing via the Bloomberg OVME Calculator	Regular American call input using the other inputs derived in accordance with the other terms of this notice, the Expiration Date (June 18, 2026) and a buy/strike price of $11.50 (value display in “price total”)	Capped American call input using a call cap of $18.00, the other inputs derived in accordance with the other terms of this notice, the Expiration Date (June 18, 2026) and a buy/strike price of $11.50 (value display in “price total”)

 

5.

Accordingly, until the end of the Special Exercise Period, the Warrant Price for the Public Warrants is $3.5877 and the Warrant Price for the Forward Purchase Warrants is $3.5783. After the end of the Special Exercise Period, the Warrant Price for the Public Warrants and the Forward Purchase Warrants shall be $11.50, which exceeds the Per Share Consideration.

 

The Company hereby requests that upon receipt of this notice the Warrant Agent promptly provides a copy of this notice in writing to each holder of a Warrant on behalf of the Company in accordance with Section 4.5 of the Warrant Agreement, with such further notices confirmed by the Warrant Agent to the Company in writing. Each holder of Warrants is encouraged to contact its advisors if it has any questions regarding the exercise of its Warrants. For administrative convenience, during the Special Exercise Period, each Warrant may be exercised for cash or on a cashless basis. If a holder of a Warrant chooses to exercise a Warrant on a cashless basis, such holder will receive the Warrant Value in respect of such Warrant. The Warrant Value (or the Warrant Payment, if the holder elects to exercise on a cash basis) shall be paid by the Warrant Agent as soon as practicable following the proper exercise of the Warrant (and payment of the Warrant Price in cash, if such Warrant is being exercised on a cash basis) and the satisfaction of any additional actions reasonably requested by the Warrant Agent and the Warrant Agent’s review of any other materials required to be submitted hereunder or otherwise.

 

To exercise a Warrant, the holder of the Warrant should complete and submit to the Warrant Agent at the address listed below (or as otherwise directed by the Warrant Agent with the Company’s consent) the Form of

 

Election (Public Warrant) attached hereto as Exhibit A or the Form of Election (Forward Purchase Warrant) attached hereto as Exhibit B, as applicable:

 

If using a USPS Service:

Broadridge, Inc.

Attn: BCIS Re-Organization Department

P.O. Box 1342

Brentwood, NY 11717-0718

 

If using UPS, FedEx, or Courier:

Broadridge, Inc.

Attn: BCIS IWS

51 Mercedes Way

Edgewood, NY 11717

 

This notice shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

[Signature page follows]

 

	LIVEVOX HOLDINGS, INC.
	By:
		Name:	Barry Cooper
		Title:	President

Exhibit A

 

Election to Exercise (Public Warrant)

(To Be Executed Upon Exercise of Warrant)

 

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive (check one):

 

*

[Exercise on cash basis] $3.74 per Warrant, being the merger consideration the undersigned is entitled to receive in respect of this Warrant upon the exercise of this Warrant during the period beginning on the Closing Date (as defined in the Agreement and Plan of Merger dated as of October 3, 2023, among LiveVox Holdings, Inc., a Delaware corporation (the “Company”), inContact, Inc., a Delaware corporation, Laser Bridge Merger Sub Inc., a Delaware corporation, and NICE Ltd., a company organized under the laws of the State of Israel (as amended, restated or otherwise modified from time to time)) and ending on and including January 21, 2024, and herewith tenders payment of the exercise price of this Warrant to the order of the Company in the amount of $3.5877 per Warrant in accordance with the terms hereof.

 

*

[Exercise on cashless basis] $0.1523 per Warrant, being (i) the merger consideration the undersigned is entitled to receive in respect of this Warrant upon the exercise of this Warrant during the period beginning on the Closing Date (as defined in the Agreement and Plan of Merger dated as of October 3, 2023, among LiveVox Holdings, Inc., a Delaware corporation (the “Company”), inContact, Inc., a Delaware corporation, Laser Bridge Merger Sub Inc., a Delaware corporation, and NICE Ltd., a company organized under the laws of the State of Israel (as amended, restated or otherwise modified from time to time)) and ending on and including January 21, 2024 minus (ii) the Warrant Price.

 

[Signature Page Follows]

 

Date:	(Signature)
	(Address)
	____________________
	(Tax Identification Number)

 

Signature Guaranteed:

____________________

 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT, OF 1934, AS AMENDED).

 

Exhibit B

 

Election to Exercise (Forward Purchase Warrant)

(To Be Executed Upon Exercise of Warrant)

 

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive (check one):

 

*

[Exercise on cash basis] $3.74 per Warrant, being the merger consideration the undersigned is entitled to receive in respect of this Warrant upon the exercise of this Warrant during the period beginning on the Closing Date (as defined in the Agreement and Plan of Merger dated as of October 3, 2023, among LiveVox Holdings, Inc., a Delaware corporation (the “Company”), inContact, Inc., a Delaware corporation, Laser Bridge Merger Sub Inc., a Delaware corporation, and NICE Ltd., a company organized under the laws of the State of Israel (as amended, restated or otherwise modified from time to time)) and ending on and including January 21, 2024, and herewith tenders payment of the exercise price of this Warrant to the order of the Company in the amount of $3.5783 per Warrant in accordance with the terms hereof.

 

*

[Exercise on cashless basis] $0.1617 per Warrant, being (i) the merger consideration the undersigned is entitled to receive in respect of this Warrant upon the exercise of this Warrant during the period beginning on the Closing Date (as defined in the Agreement and Plan of Merger dated as of October 3, 2023, among LiveVox Holdings, Inc., a Delaware corporation (the “Company”), inContact, Inc., a Delaware corporation, Laser Bridge Merger Sub Inc., a Delaware corporation, and NICE Ltd., a company organized under the laws of the State of Israel (as amended, restated or otherwise modified from time to time)) and ending on and including January 21, 2024 minus (ii) the Warrant Price.

 

[Signature Page Follows]

 

Date:	(Signature)
	(Address)
	____________________
	(Tax Identification Number)

 

Signature Guaranteed:

____________________

 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT, OF 1934, AS AMENDED).

 

v3.23.4

Cover	Dec. 22, 2023
Document Type	8-K/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) is being filed to amend the Current Report on Form 8-K of LiveVox Holdings, Inc. (the “Company”), filed on December 22, 2023 (the “Original 8-K”), regarding, among other matters, the consummation of the previously announced merger pursuant to the Agreement and Plan of Merger, dated as of October 3, 2023 (the “Merger Agreement”), by and among the Company, inContact, Inc., a Delaware corporation (“Parent”), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and NICE Ltd., a company organized under the laws of the State of Israel. This Amendment includes as an exhibit a corrected Notice to Holders of Company Warrants that was filed as Exhibit No. 99.1 to the Original 8-K. The disclosure contained in Item 9.01 of the Original 8-K is hereby supplemented and amended by the disclosure contained in Item 9.01 of this Amendment.
Document Period End Date	Dec. 22, 2023
Entity File Number	001-38825
Entity Registrant Name	LIVEVOX HOLDINGS, INC.
Entity Central Index Key	0001723648
Entity Tax Identification Number	82-3447941
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	655 Montgomery Street
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94111
City Area Code	415
Local Phone Number	671-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A Common Stock, $0.0001 per share
Title of 12(b) Security	Class A Common Stock, $0.0001 per share
Trading Symbol	LVOX
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole Warrant exercisable to purchase one share of Class A common stock at an exercise price of $11.50
Title of 12(b) Security	Redeemable Warrants, each whole Warrant exercisable to purchase one share of Class A common stock at an exercise price of $11.50
Trading Symbol	LVOXW
Security Exchange Name	NASDAQ
Units, each consisting of one share of Class A common stock and one-half of one redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable Warrant
Trading Symbol	LVOXU
Security Exchange Name	NASDAQ

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