8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2024

KLDiscovery Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38789	61-1898603
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
9023 Columbine Road
Eden Prairie, Minnesota		55347
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 888 811-3789

(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
N/A	N/A	N/A

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 14, 2024, KLDiscovery Inc. (the “Company”) entered into the Second Amendment (the “Second Amendment”) to the Securities Purchase Agreement, dated as of December 16, 2019 (as amended by that certain First Amendment to Securities Purchase Agreement, dated as of November 19, 2021, the “Securities Purchase Agreement”) with holders of all of the Company’s outstanding 8.00% convertible debentures due 2024 (the “Debentures”). The Second Amendment amends the Securities Purchase Agreement to provide that the Debentures will mature on January 3, 2025 unless earlier converted, redeemed or repurchased. The foregoing summary of the Second Amendment is not complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed with this Form 8-K.

As previously reported in the Company’s Current Report on Form 8-K filed on May 2, 2024, the Company and its principal convertible debenture holders and its principal term loan lender have reached an agreement in principle to significantly reduce the Company’s long-term debt balance and strengthen the Company’s financial position. Subject to execution of applicable definitive documents, this transaction will provide, inter alia, for a conversion of the Debentures into approximately 96% of KLDiscovery’s pro forma outstanding common equity and an extension of the maturity of the Company’s term loan to August 2027.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
 

Exhibit No.	Description
2.1	Second Amendment to the Securities Purchase Agreement, dated as of June 14, 2024, by and among KLDiscovery Inc. (formerly known as Pivotal Acquisition Corp.) and the Purchasers named therein
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

			KLDiscovery Inc.
Date:	June 14, 2024	By:	/s/ Dawn Wilson
		Name: Title:	Dawn Wilson Chief Financial Officer

EX-2.1

SECOND AMENDMENT TO

SECURITIES PURCHASE AGREEMENT

This Second Amendment to Securities Purchase Agreement (the “Amendment”) is entered into as of June 14, 2024 among KLDiscovery Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (including their permitted successors and assigns, each a “Purchaser” and, collectively, the “Purchasers”). The Company together with the Purchasers are referred to herein as the “Parties.” Capitalized terms used herein and not defined shall have the meaning ascribed to them in the Securities Purchase Agreement (as defined below).

WHEREAS, the Company is party to that certain Securities Purchase Agreement dated as of December 16, 2019, as amended by that certain First Amendment to Securities Purchase Agreement dated as of November 19, 2021 (as so amended, the “Securities Purchase Agreement”), among the Company and the purchasers identified on the signature pages thereto (such purchasers, collectively, the “Original Purchasers”);

WHEREAS, pursuant to the Securities Purchase Agreement, the Company issued 8.00% convertible debentures (the “Debentures”) in the aggregate principal amount of $200,000,000, upon the terms and subject to the conditions set forth therein, to the Original Purchasers, in the names and amounts set forth in Schedule I thereto;

WHEREAS, as of the date hereof, the undersigned Purchasers collectively hold 100% of the issued and outstanding Debentures; and

WHEREAS, the Parties wish to amend further the Securities Purchase Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1.Form of Debenture – “Maturity Date”: The “Maturity Date” applicable to each of the Debentures shall be January 3, 2025.

2.Form of Debenture - Section 3 Register of Transfer and Exchanges.

Part (c) of Section 3 of the form of Debenture and each issued and outstanding Debenture is hereby amended as follows, with deleted terms indicated in strikethrough text and new terms indicted in bold text:

“(c) Reliance on Debenture Register. Prior to due presentment for transfer to the Company of this debenture, the The Company and any agent of the Company may treat the Person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.”

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Part (d) of the form of Debenture and each issued and outstanding Debenture is hereby amended as follows, with deleted terms indicated in strikethrough text and new terms indicted in bold text:

“(d) Issuance of Debentures. Upon delivery to the Company of a request tosurrender for registration ofregister the transfer or exchange of this Debenture, and satisfaction of the requirements for such transfer set forth herein, the Company shall execute, in the name of the designated transferee or exchanging party,issue one or more new Debentures of any authorized denominations and of a like aggregate principal amount to the designated transferee by entering such transferee as the holder of record of such new Debentures on the Debenture Register and removing the transferor as the holder of record of this Debenture on the Debenture Record. All Debentures issued upon any registration of transfer or exchange of a Debenture in accordance with the terms hereof shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits as the Debenture transferred or exchanged.”

3.Securities Purchase Agreement - Section 4.1 Transfer Restrictions. The last sentence of Section 4.1(a) of the Securities Purchase Agreement is hereby deleted in its entirety and replaced by the following:

“Each Debenture may be transferred upon delivery to the Company of a request to register the transfer of such Debenture by the relevant Purchaser, and upon delivery of the information described in the preceding sentence the Company shall issue one or more new Debentures of like tenor and of a like aggregate principal amount to the applicable transferee by removing the transferor, and entering such transferee, as a holder of record on the Debenture Register.”

4.The Parties acknowledge and agree that (a) issuance and transfer of Debentures shall be by book entry only and (b) any physical certificates representing the Debentures are deemed to be cancelled and may not be presented for payment or conversion.

5.The Parties acknowledge and agree that attached hereto as Exhibit A is a true and correct copy of the Debenture Register setting forth the name and notional value of all issued and outstanding Debentures held by each Party hereto as of the date of this Amendment.

6.The Parties acknowledge and agree that except as set forth herein, all other terms of the Securities Purchase Agreement are reaffirmed and shall remain in full force and effect.

7.All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof.

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8.Any provision of this Amendment which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.

9.This Amendment may be executed by pdf format scanned signatures and in any number of counterparts with the same effect as if all signatories had signed the same document. All counterparts will be construed together, be deemed an original, and will constitute one and the same instrument. The Parties hereby agree that this Amendment may be executed by way of electronic signatures and that an electronic signature has the same binding effect as a physical signature. For the avoidance of doubt, the Parties further agree that this Amendment, or any part thereof, will not be denied legal effect, validity or enforceability solely on the ground that it is in the form of an electronic record.

[SIGNATURE PAGE FOLLOWS]

3

IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed as of the day and year first above written.

KLDISCOVERY INC.

By: /s/ Dawn Wilson

Name: Dawn Wilson

Title: CFO

1397225 ONTARIO LIMITED

By: /s/ Antony Waszkiewicz

Name: Antony Waszkiewicz

Title: Authorized Signatory

MGG SPECIALTY FINANCE FUND II LP

MGG SF EVERGREEN FUND LP

MGG CANADA FUND LP

MGG INSURANCE FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P.

MGG SF EVERGREEN UNLEVERED FUND LP

MGG SF DRAWDOWN UNLEVERED FUND II LP

MGG SF DRAWDOWN UNLEVERED FUND II (LUXEMBOURG) SCSP

MGG OFFSHORE FUNDING I, LLC

MGG SF EVERGREEN MASTER FUND (CAYMAN) LP

MGG SF DRAWDOWN MASTER FUND (CAYMAN) LP

MGG SF DRAWDOWN UNLEVERED MASTER FUND II (CAYMAN) LP

MGG SF EVERGREEN UNLEVERED MASTER FUND II (CAYMAN) LP

MGG (BVI) LIMITED

MGG COINVEST V LLC

PIVOTAL SPAC FUNDING LLC

By: MGG Investment Group LP, on behalf of each of the above, as Authorized Signatory

By: /s/ Kevin Griffin

Name: Kevin Griffin

Title: CEO

[Signature Page to the Amendment]

Exhibit A

Debenture Register

XML

Document And Entity Information	Jun. 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 14, 2024
Entity Registrant Name	KLDiscovery Inc.
Entity Central Index Key	0001752474
Entity Emerging Growth Company	true
Entity File Number	001-38789
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	61-1898603
Entity Address, Address Line One	9023 Columbine Road
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55347
City Area Code	888
Local Phone Number	811-3789
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	N/A
No Trading Symbol Flag	true
Security Exchange Name	NONE