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): November 7, 2019

PIVOTAL ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-38789	61-1898603
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
c/o Graubard Miller The Chrysler Building 405 Lexington Avenue, 11th Floor New York, New York		10174
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 212-818-8800

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 (see General Instruction A.2. below):

☒ 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
Units, each consisting of one share of Class A common stock and one redeemable warrant	PVT.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	PVT	New York Stock Exchange
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share	PVT WS	New York Stock Exchange

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 November 7, 2019, Pivotal Acquisition Corp. (“Pivotal”), LD Topco, Inc. (the “Company”) and MGG Investment Group, LP (“MGG”) entered into a commitment letter pursuant to that certain Forward Purchase Contract, dated as of January 31, 2019, between Pivotal and Pivotal Spac Funding LLC, an affiliate of Kevin Griffin, one of Pivotal’s directors. The commitment letter provides that, subject to the terms and conditions set forth therein, Pivotal and MGG may enter into definitive documentation pursuant to which Pivotal may borrow, and MGG and/or certain of its affiliates have agreed to lend, up to $150 million of 5-year convertible notes (the “Convertible Notes”), with that principal amount being reduced to the extent that more than $80 million remains in Pivotal’s trust account established in connection with its initial public offering after giving effect to any redemptions by the public stockholders. As an example, if the trust account holds $130 million in cash after giving effect to such redemptions, then Pivotal may issue $100 million in Convertible Notes . The Convertible Notes will pay interest at a rate of 8% per year, with 4% being paid in cash and 4% being paid in additional Convertible Notes. Pivotal will have the option to require the Convertible Notes to be converted into shares of Pivotal common stock at the then-current stock price if the last reported sale price of the Pivotal common stock equals or exceeds $18.00 per share for any 20 trading days in a 30 trading-day period. Pivotal may repay all or a portion of the Convertible Notes (including any paid-in kind interest) at any time without any prepayment penalty. In the event of such a prepayment, the holders of the Convertible Notes will have the option to purchase shares of Pivotal common stock, at any time prior to the maturity of the Convertible Notes, in an amount equal to the amount of Convertible Notes prepaid at a price equal to the average closing share price for Pivotal common stock for the five trading days prior to the date of the repayment. All principal and accrued but unpaid interest will be due and payable on the fifth anniversary of the consummation of the business combination between Pivotal and the Company. The commitment letter provides that under the definitive documentation governing the Convertible Notes, Pivotal will be restricted from selling any additional senior or junior debt securities while the Convertible Notes are outstanding without the prior consent of the holders of the Convertible Notes. Such definitive documentation will also contain certain other affirmative covenants customarily included in similar debt instruments issued by public companies. The closing of the issuance of the Convertible Notes is conditioned upon the consummation of the business combination between Pivotal and the Company, with the proceeds from the Convertible Notes able to be used to fund the minimum cash consideration set forth in the Agreement and Plan of Reorganization, dated as of May 20, 2019, as amended by the Amendment to Agreement and Plan of Reorganization, dated as of October 30, 2019, between the parties.

Item 7.01 Regulation FD Disclosure.

On November 13, 2019, the parties issued a press release relating to the execution of the commitment letter and timing of the stockholder meeting to be held to approve the transaction between Pivotal and the Company.

The information in this Item 7.01, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.

Additional Information

PIVOTAL INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING PIVOTAL’S SECURITIES, IN CONNECTION WITH THE PREVIOUSLY ANNOUNCED PROPOSED TRANSACTIONS WITH THE COMPANY. THIS CURRENT REPORT ON FORM 8-K, INCLUDING THE EXHIBIT HERETO, MAY BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.

PIVOTAL AND THE COMPANY AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS, UNDER SEC RULES, MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES OF PIVOTAL’S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTIONS. INVESTORS AND SECURITY HOLDERS MAY OBTAIN MORE DETAILED INFORMATION REGARDING THE NAMES AND INTERESTS IN THE PROPOSED TRANSACTIONS OF PIVOTAL’S DIRECTORS AND OFFICERS IN PIVOTAL’S FILINGS WITH THE SEC, INCLUDING PIVOTAL’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018, WHICH WAS FILED WITH THE SEC ON APRIL 1, 2019. INFORMATION REGARDING THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES TO PIVOTAL’S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTIONS IS SET FORTH IN THE REGISTRATION STATEMENT FOR THE PROPOSED TRANSACTIONS THAT PIVOTAL HAS FILED WITH THE SEC, WHICH INCLUDES A PROXY STATEMENT AND PROSPECTUS FOR THE TRANSACTIONS. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF PARTICIPANTS IN THE SOLICITATION OF PROXIES IN CONNECTION WITH THE PROPOSED TRANSACTIONS IS INCLUDED IN THE REGISTRATION STATEMENT.

INVESTORS AND SECURITY HOLDERS OF PIVOTAL AND THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS CONTAINING IMPORTANT INFORMATION ABOUT PIVOTAL AND THE COMPANY ONCE SUCH DOCUMENTS ARE FILED WITH THE SEC, THROUGH THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. COPIES OF THE DOCUMENTS FILED WITH THE SEC BY PIVOTAL WHEN AND IF AVAILABLE, CAN BE OBTAINED FREE OF CHARGE ON PIVOTAL’S WEBSITE AT WWW.PIVOTALAC.COM OR BY DIRECTING A WRITTEN REQUEST TO PIVOTAL ACQUISITION CORP., C/O GRAUBARD MILLER, 405 LEXINGTON AVENUE, 11TH FLOOR, NEW YORK, NEW YORK 10174.

ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS

THIS REPORT AND THE EXHIBIT HERETO ARE NOT A PROXY STATEMENT OR SOLICITATION OF A PROXY, CONSENT OR AUTHORIZATION WITH RESPECT TO ANY SECURITIES OR IN RESPECT OF THE PROPOSED TRANSACTIONS AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE

SECURITIES OF PIVOTAL OR THE COMPANY, NOR SHALL THERE BE ANY SALE OF ANY SUCH SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE OR JURISDICTION.

THIS REPORT AND THE EXHIBIT HERETO INCLUDE “FORWARD-LOOKING STATEMENTS”. ACTUAL RESULTS MAY DIFFER FROM EXPECTATIONS, ESTIMATES AND PROJECTIONS AND, CONSEQUENTLY, YOU SHOULD NOT RELY ON THESE FORWARD LOOKING STATEMENTS AS PREDICTIONS OF FUTURE EVENTS. WORDS SUCH AS “EXPECT,” “ESTIMATE,” “PROJECT,” “BUDGET,” “FORECAST,” “ANTICIPATE,” “INTEND,” “PLAN,” “MAY,” “WILL,” “COULD,” “SHOULD,” “BELIEVES,” “PREDICTS,” “POTENTIAL,” “CONTINUE,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS.

NEITHER PIVOTAL NOR THE COMPANY UNDERTAKE ANY OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY LAW. IMPORTANT FACTORS, AMONG OTHERS, THAT MAY AFFECT ACTUAL RESULTS INCLUDE THE COMPANY’S ABILITY TO EXECUTE ON ITS BUSINESS PLANS AND THE COMPANY’S ESTIMATES OF EXPENSES AND FUTURE REVENUES AND PROFITABILITY. OTHER FACTORS INCLUDE THE POSSIBILITY THAT THE PROPOSED TRANSACTIONS DO NOT CLOSE, INCLUDING DUE TO THE FAILURE TO RECEIVE REQUIRED SECURITY HOLDER APPROVALS, OR THE FAILURE OF OTHER CLOSING CONDITIONS.

THIS REPORT AND THE EXHIBIT HERETO ARE NOT INTENDED TO BE ALL-INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT A PERSON MAY DESIRE IN CONSIDERING AN INVESTMENT IN PIVOTAL AND IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION IN PIVOTAL.

ADDITIONAL INFORMATION CONCERNING THESE AND OTHER RISK FACTORS ARE CONTAINED IN PIVOTAL’S FILINGS WITH THE SEC. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS CONCERNING PIVOTAL AND THE COMPANY, THE PROPOSED TRANSACTIONS OR OTHER MATTERS AND ATTRIBUTABLE TO PIVOTAL AND THE COMPANY OR ANY PERSON ACTING ON THEIR BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS ABOVE. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON ANY FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE. NEITHER PIVOTAL NOR THE COMPANY UNDERTAKE OR ACCEPT ANY OBLIGATION OR UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENT TO REFLECT ANY CHANGE IN THEIR EXPECTATIONS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED, EXCEPT AS REQUIRED BY APPLICABLE LAW.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
10.1	Commitment Letter
99.1	Press Release

SIGNATURE

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.

Dated: November 13, 2019		PIVOTAL ACQUISITION CORP.
	By:	/s/ Jonathan J. Ledecky
		Jonathan J. Ledecky
		Chief Executive Officer

EX-10.1

Exhibit 10.1

Execution Copy

ONE PENN PLAZA

53^RD FLOOR

NEW YORK, NY 1019

TEL 212 356-6100

November 7, 2019

COMMITMENT LETTER

Pivotal Acquisition Corp.

c/o Graubard Miller

The Chrysler Building

405 Lexington Avenue, 11th Floor

New York, New York 10174

Attention: Jonathan J. Ledecky

Dear Mr. Ledecky:

You have advised MGG Investment Group, LP (“MGG”) that Pivotal Acquisition Corp. (the “Company”) is seeking to raise debt financing in connection with the consummation of its business combination (the “Business Combination”) with LD Topco, Inc. (“LD Topco”) in order to (i) repay existing debt, (ii) place cash on the balance sheet for working capital purposes, and (iii) pay transaction related fees and expenses. In light of this, MGG, on behalf of certain of its Affiliates (the “Lender”), is pleased to provide this binding commitment, pursuant to the previously executed forward purchase contract between the Company and Pivotal SPAC Funding LLC executed in connection with the Company’s initial public offering, to purchase immediately prior to the consummation of the Business Combination a convertible debenture, the principal amount of which shall be equal to (if such amount is greater than $0): (a) $150,000,000 minus (b) the quantity of (x) the amount of available cash in the Company’s trust account at closing of the Business Combination (after giving effect to redemptions) minus (y) $80,000,000, up to a maximum amount of $150,000,000 (the “Debenture”) in order to help facilitate the Business Combination. MGG, on Lender’s behalf, is hereby committing to purchase the Debenture on the terms and conditions set forth in the Outline of Proposed Terms and Conditions attached hereto and made a part hereof (the “Term Sheet”) and subject only to the conditions listed in the Term Sheet.

MGG hereby represents and warrants to the Company and LD Topco that (a) it has all limited partnership power and authority to execute, deliver and perform this commitment letter; (b) the execution, delivery and performance of this commitment letter by it has been duly and validly authorized and approved by all necessary limited partnership action by it; (c) this commitment letter has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this commitment letter, subject to bankruptcy, insolvency and similar laws of general applicability relating to or affecting creditors’ rights; (d) the $150,000,000 described herein is less than the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of its organizational or governing documents or otherwise; (e) it and its affiliates have uncalled capital commitments or otherwise has available funds in excess of the sum of the $150,000,000 and all other unfunded contractually binding commitments that are currently outstanding; and (f) no action by, and no notice to or filing with, any government, regulatory body or other governmental entity is required in connection with the execution, delivery or performance of this commitment letter.

The Company acknowledges that the Term Sheet is intended as an outline only and does not purport to summarize all the covenants, representations, warranties and other provisions that would be contained in definitive legal documentation for the Debenture. The documentation for

the Debenture shall include, in addition to the provisions that are summarized in this commitment letter and the Term Sheet, provisions that, in the opinion of MGG and as agreed by the Company, are customary or typical for this type of financing transaction. Such definitive legal documentation shall be in a form and substance reasonably satisfactory to MGG and the Company.

By its execution hereof and its acceptance of this commitment letter, the Company agrees to indemnify and hold harmless the Lender, any other entity that becomes a Lender as contemplated by the Term Sheet and each of their respective assignees and affiliates and their respective directors, partners, members, officers, employees and agents (each an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities or other expenses to which such Indemnified Party may become subject, insofar as such losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened in respect thereof) or other expenses arise out of or in any way relate to or result from third parties with respect to, this commitment, the extension of the Debenture contemplated by this commitment letter, any future commitment letter or definitive documentation hereafter provided, the commitment made herein, the negotiation, preparation, execution or delivery of, any of the foregoing, or in any way arise from any third party with respect to any use or intended use of this commitment letter or the proceeds of the Debenture contemplated by this commitment letter, and the Company agrees to reimburse each Indemnified Party for any legal or other expenses incurred in connection with investigating, defending or participating in any such third party loss, claim, damage, liability or action or other proceeding (whether or not such Indemnified Party is a party to any action or proceeding out of which indemnified expenses arise), but excluding therefrom all expenses, losses, claims, damages and liabilities which are finally determined in a non-appealable decision of a court of competent jurisdiction to have resulted solely from the bad faith, gross negligence or willful misconduct of the Indemnified Party. In the event of any litigation or dispute involving this commitment letter or the Debenture, the Lender shall not be responsible or liable to the Company or any Borrower, or any other person for any special, indirect, consequential, incidental or punitive damages.

In consideration of the time and resources that the Lender will devote to the Debenture, the Company agrees that, during the period beginning (i) on the date hereof, and ending (ii) on the earliest to occur of November 30, 2019, the funding of the Debenture (the “Closing Date”), and the termination of this commitment by the Lender, other than with respect to the Debenture, neither the Company nor any of its respective affiliates will, without consent of Lender (not to be unreasonably withheld), solicit, initiate, entertain or permit, or enter into any discussions in respect of, any offering, placement or arrangement of any debt financing similar in nature to the Debenture contemplated herein or for any purpose similar in nature to the purposes described herein (this paragraph being collectively referred to as the “Exclusivity Agreement”).

This commitment letter and Term Sheet and the arrangements described herein are delivered to the Company on the condition that the Company shall not disclose this commitment letter, the existence thereof or the substance of said proposed arrangements to any person or entity, except, on a confidential basis, to the Borrower, LD Topco and its subsidiaries , those professional advisors who are in a confidential relationship with the Company and require knowledge thereof to perform their duties (including, but not limited to, legal counsel, accountants and financial advisors) or where disclosure is required by law. In addition, the Company agrees that it will (i) consult with the Lender prior to the making of any filing in which reference is made to the Lender or the commitment contained herein, and (ii) obtain the prior approval of the Lender before releasing any public announcement in which reference is made to this commitment letter or its contents.

This commitment letter is not intended to, and will not, confer upon any other person any rights or remedies hereunder, except with respect to LD Topco and its successors and assigns, each of whom is intended to be a third party beneficiary hereof and this commitment letter shall not be amended, supplemented, modified waived, cancelled or terminated without LD Topco’s prior written consent.

2

This commitment letter and Term Sheet: (i) supersede all prior discussions, agreements, commitments, arrangements, negotiations or understandings, whether oral or written, of the parties hereto with respect thereto; (ii) shall be governed by the law of the State of New York; (iii) shall be binding upon the parties and their respective successors and assigns (except as otherwise set forth below); (iv) may not be relied upon or enforced by any other person or entity other than LD Topco; and (v) may be signed in multiple counterparts and may be delivered by facsimile, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If this commitment letter or the Term Sheet becomes the subject of a dispute, each of the parties hereto hereby waives trial by jury and submits to the non-exclusive jurisdiction of the courts of the federal and state courts located in the County of New York in the State of New York. This commitment letter and the Term Sheet may be amended, modified or waived only in writing signed by each of the parties hereto. This commitment letter may not be assigned by any party hereto without the prior written consent of the other party.

Should the terms and conditions of the commitment contained herein meet with your approval, please indicate your acceptance by signing and returning a copy of this commitment letter on or prior to 5:00 p.m. New York City time on November 7, 2019; otherwise this commitment shall expire. This commitment letter shall expire on 5:00 p.m. New York City time on December 31, 2019 unless prior thereto, definitive documentation with respect to the Debenture shall have been agreed to in writing by all parties and the other conditions set forth herein and therein shall have been satisfied (it being understood that the Company’s obligation to pay all amounts in respect of indemnification and expenses shall survive termination of this commitment letter). This commitment letter shall also automatically expire upon the valid termination for any reason of the Agreement and Plan of Reorganization, dated as of May 20, 2019 (as it may be amended from time to time), by and among the Company, Pivotal Merger Sub Corp., LD Topco, Inc. and Carlyle Equity Opportunity GP, L.P.

3

Very truly yours, MGG INVESTMENT GROUP LP
By:	/s/ Kevin F. Griffin
	Name:	Kevin F. Griffin
	Title:	CEO & CIO

Agreed and Accepted on this

7th day of November, 2019:

PIVOTAL ACQUISITION CORP.
By:	/s/ Jonathan J. Ledecky
	Name:	Jonathan J. Ledecky
	Title:	CEO
LD TOPCO, INC.
By:	/s/ Dawn Wilson
	Name:	Dawn Wilson
	Title:	CEO

4

OUTLINE OF PROPOSED TERMS AND CONDITIONS

Borrower:	Pivotal Acquisition Corp. (the “Company”)
Guarantors:	None.
Lender:	Affiliates of MGG Investment Group LP and/or its assignees (“MGG”).
Purpose:	The proceeds of the Debenture will be used to (i) repay existing debt of LD Lower Holdings, Inc., and LD Intermediate Holdings, Inc., (ii) place cash on the balance sheet of LD Lower Holdings, Inc., and LD Intermediate Holdings, Inc. for working capital purposes, and (iii) pay transaction related fees and expenses.
Facility:	A Convertible Debenture, the principal amount of which shall be equal to: (a) $150,000,000 minus (b) the quantity of (x) the amount of available cash in the Company’s trust account at closing of the Business Combination (after giving effect to redemptions) minus (y) $80,000,000, up to a maximum of $150,000,000 (the “Debenture”).
Original Issuance Discount (OID):	None.
Interest Rate:	Obligations under the Debenture will accrue interest at a rate equal to 8.00%, which shall be 4.00% cash pay and 4.00% in paid-in-kind interest. Cash interest on the Debenture will be payable quarterly and will be calculated on the basis of the actual number of days elapsed based on a 360-day year. PIK Rate: The 4.00% fixed rate per annum, paid in kind and added to the outstanding principal of the Debenture, due and payable on the Maturity Date. Default Rate: Upon the occurrence, and during the continuance of an Event of Default, the paid-in-kind interest rate will be increased by two percent (2.00%) per annum.
Scheduled Amortization:	None.
	The Borrower will repay the entire unpaid principal balance drawn under the Debenture on the Maturity Date as defined herein, together with any other amounts owing to the Lender in connection therewith including any interest, fees and expenses.

5

Collateral:	None; negative pledge on new liens on Borrower’s and subsidiaries’ stock and assets subject to customary exceptions (including exceptions permitting a refinancing of indebtedness under the existing First Lien Credit Agreement of LD Lower Holdings, Inc. and LD Intermediate Holdings, Inc. in an aggregate principal amount of the principal amount of such indebtedness refinanced, together with accrued interest, fees and any prepayment premiums or penalties).
Closing Date:	The first date on which all definitive documentation mutually satisfactory to the Lender and the Borrower (the “Loan Documents”) is executed by the Borrower and the Lender and satisfaction or waiver of the conditions set forth below following the heading: “Conditions”.
Maturity Date:	The Credit Facility shall be due and payable in five (5) years from the Closing Date.
Mandatory Conversion:	The Loan Documents will provide that if the last sales price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period, the Company can require that the Lender mandatorily convert the entire principal amount of the Debentures (including all outstanding principal and paid-in-kind interest) into the Company’s common stock at the then-current stock price.
Mandatory Prepayments:	The Loan Documents will contain mandatory prepayments customarily found in loan agreements for similar financings for publicly listed companies in the United States and others appropriate to the specific transaction; provided that the Loan Documents shall provide that the Borrower and its subsidiaries shall be able to make any mandatory prepayments required pursuant to the documentation governing any senior debt prior to mandatory prepayments under the Debenture.
Voluntary Prepayments:	The Loan Documents will contain provisions allowing for prepayments pursuant to which the Company is able to prepay any amount of the outstanding principal amount and paid-in-kind interest without any prepayment penalty; provided that in the event of such voluntary prepayment by the Company, the Lender has the option to at any time prior to the Maturity Date, so long as the Company is

6

	listed on NYSE or Nasdaq, to purchase shares of the Company common stock in an amount equal to the amount prepaid by the Company at a price per share of the Company common stock equal to average closing share price for the Company common stock for the five (5) trading days prior to the date of the repayment.
Financial Reporting Requirements:	Until such time as the entire Debenture is converted into Company common stock, the Borrower shall provide, subject to customary confidentiality provisions: (i) monthly financial statements of the Borrower, including balance sheet, income statement, cash flow statements, certified by the Company’s chief financial officer, as well as key operating metrics of the Company; (ii) quarterly financial statements of the Borrower certified by the Company’s chief financial officer with management’s discussion and analysis (which may be satisfied by the filing of a Form 10-Q (or equivalent report) with the United States Securities and Exchange Commission (“SEC”)); (iii) monthly telephonic conversation with management; (iv) annual financial statements of the Borrower audited by independent certified public accountants (which may be satisfied by the filing of a Form 10-K (or equivalent report) with the SEC); and (v) an annual business and financial plan in form and substance reasonably satisfactory to the Lender delivered prior to the beginning of each fiscal year or, if at a later required date, a period of time to be agreed between Lender and the Company.
Negative Covenants:	Limitations for both Borrower and subsidiaries on: (i) the incurrence of indebtedness (including guarantee obligations); provided that a refinancing of indebtedness under the existing First Lien Credit Agreement of LD Lower Holdings, Inc. and LD Intermediate Holdings, Inc. in an aggregate principal amount of the principal amount of such indebtedness refinanced, together with accrued interest, fees and any prepayment premiums or penalties is expressly permitted; (ii) new liens for indebtedness; (iii) transactions with affiliates, that are customarily found in loan agreements for similar financings and in any event shall be not more restrictive than the applicable first lien credit agreement; and (iv) the ability to do Chewy/Petsmart-, Caesar’s-, Nieman Marcus-, J.Crew-style and/or similar-style transactions.

7

Events of Default:	The Loan Documents will contain events of default customarily found in loan agreements for similar financings for publicly listed companies in the United States, including, but not limited to: failure to pay principal or interest or fees when due; failure to perform or observe covenants; cross defaults to other indebtedness above a threshold to be agreed; reorganization, liquidation, voluntary or involuntary bankruptcy or insolvency proceedings or other bankruptcy defaults; material judgment defaults above a threshold to be agreed; Loan Documents being unenforceable.
Assignment / Participation:	The Loan Documents will include provisions allowing for assignments and participations that are customarily found in loan agreements for similar financings for publicly listed companies in the United States; provided, however, that any such assignment or participation shall be subject to the Company’s consent, which shall not be unreasonably withheld.
Conditions Precedent:	The conditions to the closing of the Debenture will be limited to: a)  Execution and delivery by the Borrower of the Loan Documents which shall, in each case, be in accordance with the terms of this Term Sheet. b)  The Lender shall have received such corporate resolutions and certificates as the Lender shall reasonably request. c)  Consummation of the Business Combination in all material respects in accordance with the terms of the Agreement and Plan of Reorganization dated May 20, 2019 between, among others, the Company and LD Topco being scheduled to occur immediately following the funding of the Debenture.
Indemnity and Expenses:	Customary and appropriate provisions relating to indemnity, expenses and related matters in a form reasonably satisfactory to the Lender; provided that the Company agrees to reimburse reasonable and documented fees and expenses incurred by the Lender in connection with the drafting and negotiation of the Loan Documents up to a maximum of $500,000 to be paid upon consummation of the Business Combination.
Governing Law and Jurisdiction:	The Borrower will submit to the non-exclusive jurisdiction and venue of the federal and state courts of the State of New York and shall waive any right to trial by jury. New York law shall govern the Loan Documents.

8

EX-99.1

Exhibit 99.1

Pivotal Acquisition Corp. Announces $150 Million Backstop Commitment from MGG Investment Group and

Stockholder Meeting Date of December 12, 2019

• MGG Investment Group, LP agrees to provide $150 million backstop pursuant to previously announced forward purchase contract to provide greater deal certainty

• Company announces stockholder meeting date of December 12, 2019 for stockholders to approve KLD transaction

NEW YORK and MCLEAN, Va.- November 13, 2019 — Pivotal Acquisition Corp. (NYSE: PVT) (“Pivotal” or the “Company”) a public investment vehicle, and KLDiscovery (“KLD”), a leading global provider of electronic discovery, information governance and data recovery services, announced today that the Company and KLD have entered into a commitment letter with MGG Investment Group, LP (“MGG”) pursuant to which MGG has committed to invest $150 million in the form of a debenture (the “Debenture”) pursuant to the forward purchase contract entered into by MGG’s affiliate in connection with Pivotal’s initial public offering.

Pivotal also announced that the stockholder meeting to approve the proposed transaction between Pivotal and KLD has been set for December 12, 2019. Holders of record of Pivotal common stock at the close of business on November 18, 2019 will be entitled to vote at the meeting to approve the proposed transaction.

“Existing KLD shareholders will continue to hold 100% of their shares in the Company and now have a clear path to a deal closing,” said Kevin Griffin, CEO of MGG and a director of Pivotal. “We are excited to provide this commitment of $150 million given our belief in the growth prospects of KLD. This backstop gives KLD further flexibility to repay its high priced second lien debt and lower its interest payments,” said Griffin.

“This financing will substantially increase cash flow and enable KLD to reignite its acquisition program,” said Jon Ledecky, Pivotal’s Chief Executive Officer. “I am excited to work with KLD CEO Chris Weiler and his talented management team to pursue new business opportunities and leverage Pivotal’s corporate and legal community network.”

“We are looking forward to closing this transaction next month,” said Chris Weiler, KLD’s Chief Executive Officer. “We intend to aggressively pursue what we believe is an excellent pipeline of acquisition targets to enhance the KLD service and product offering, resulting in profitable revenue growth.”

The Debenture has a term of 5 years and may be repaid at any time after closing of the merger without any prepayment penalty. The Debenture is not convertible at the option of the holder. However, in the event the Company elects to pre-pay the Debenture, MGG will have a right to purchase common stock from the Company in an amount commensurate in value to the pre-payment at the average price per share for the five days prior to the pre-payment. If the Company’s stock trades at $18 or higher for any 20 trading days within a 30 trading-day period, the Company has the right to force a mandatory conversion. The Debenture will pay interest in cash at a rate of 4% and further 4% in payment-in-kind interest. The principal amount and paid-in-kind interest is due at maturity of the Debenture. The face amount of the Debenture will increase up to the maximum of $150 million as the amount of proceeds in Pivotal’s trust account, after giving effect to any potential public stockholder redemptions, decreases below $230 million.

Evercore acted as sole financial advisor and capital markets advisor to The Carlyle Group investment vehicles that are KLD stockholders.

Pivotal expects to announce the third quarter financial performance of KLD in a subsequent press release once such financial information becomes available.

Additional Information and Where to Find It

Pivotal has filed a Registration Statement on Form S-4, including a proxy statement/prospectus, with the Securities and Exchange Commission (“SEC”) to be used in connection with its meeting of stockholders to approve the proposed transaction with KLD. The proxy statement/prospectus will be mailed to stockholders as of November 18, 2019. INVESTORS AND SECURITY HOLDERS OF PIVOTAL ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Pivotal and KLD once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Pivotal when and if available, can be obtained free of charge on Pivotal’s website at www.pivotalac.com or by directing a written request to Pivotal Acquisition Corp., c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174.

Participants in the Solicitation

Pivotal and KLD and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Pivotal’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of Pivotal’s directors and officers in Pivotal’s filings with the SEC, including Pivotal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on April 1, 2019. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Pivotal’s stockholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus.

No Offer or Solicitation

This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About KLDiscovery

KLDiscovery provides technology-enabled services and software to help law firms, corporations, government agencies and consumers solve complex data challenges. The company, with offices in 40+ locations across 20 countries, is a global leader in delivering best-in-class eDiscovery, information governance and data recovery solutions to support the litigation, regulatory compliance, internal investigation and data recovery and management needs of our clients. Serving clients for over 30 years, KLDiscovery offers data collection and forensic investigation, early case assessment, electronic discovery and data processing, application software and data hosting for web-based document reviews, and managed document review services. In addition, through its global Ontrack Data Recovery business, KLDiscovery delivers world-class data recovery, email extraction and restoration, data destruction and tape management. KLDiscovery has been recognized as one of the fastest growing companies in North America by both Inc. Magazine (Inc. 5000) and Deloitte (Deloitte’s Technology Fast 500) and CEO Chris Weiler was recognized as a 2014 Ernst & Young Entrepreneur of the Year^™. Additionally, KLDiscovery is a Relativity Certified Partner and maintains ISO/IEC 27001 Certified data centers around the world. For more information, please email info@kldiscovery.com or visit www.kldiscovery.com.

About Pivotal Acquisition Corp.

Pivotal Acquisition Corp. (NYSE: PVT), a public investment vehicle, is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. Pivotal’s securities are quoted on the New York Stock Exchange under the ticker symbols PVT, PVT WS and PVT.U. For more information, visit www.pivotalac.com.

Forward Looking Statements

This press release includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical facts, including, without limitation, statements regarding KLD’s future financial and business performance, attractiveness of KLD’s product offerings and platform and the value proposition of KLD’s products, are forward-looking statements. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Pivotal’s or KLD’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability to complete the transactions

contemplated by the proposed business combination; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by Pivotal stockholders; the ability to meet the NYSE’s listing standards following the consummation of the transactions contemplated by the proposed business combination; costs related to the proposed business combination; KLD’s ability to execute on its plans to develop and market new products and the timing of these development programs; KLD’s estimates of the size of the markets for its solutions; the rate and degree of market acceptance of KLD’s solutions; the success of other competing technologies that may become available; KLD’s ability to identify and integrate acquisitions; the performance and security of KLD’s services; potential litigation involving Pivotal or KLD; and general economic and market conditions impacting demand for KLD’s services. Other factors include the possibility that the proposed transaction does not close, including due to the failure to receive required security holder approvals, the failure of other closing conditions, as well as other risks and uncertainties set forth in the “Risk Factors” section of Pivotal’s Registration Statement on Form S-4 and any subsequent reports that Pivotal files with the SEC. Neither Pivotal nor KLD undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts

Investors

Richard Simonelli 973-896-8184

richard.simonelli@kldiscovery.com

Media

Krystina Jones

888.811.3789

krystina.jones@kldiscovery.com