0001387131-19-009964.txt : 20191230 0001387131-19-009964.hdr.sgml : 20191230 20191230183831 ACCESSION NUMBER: 0001387131-19-009964 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191219 FILED AS OF DATE: 20191230 DATE AS OF CHANGE: 20191230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38789 FILM NUMBER: 191317659 BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: TORONTO STATE: A6 ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: TORONTO STATE: A6 ZIP: M2M 4H5 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 1397225 Ontario Ltd CENTRAL INDEX KEY: 0001798354 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38789 FILM NUMBER: 191317660 BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M2M 4H5 BUSINESS PHONE: 1 416 228 5900 MAIL ADDRESS: STREET 1: 5650 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M2M 4H5 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KLDiscovery Inc. CENTRAL INDEX KEY: 0001752474 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 611898603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8201 GREENSBORO DRIVE STREET 2: SUITE 300 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: (703) 288-3380 MAIL ADDRESS: STREET 1: 8201 GREENSBORO DRIVE STREET 2: SUITE 300 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: Pivotal Acquisition Corp DATE OF NAME CHANGE: 20180910 3 1 kldisc-form3_121919.xml OWNERSHIP DOCUMENT X0206 3 2019-12-19 0 0001752474 KLDiscovery Inc. NONE 0000937567 ONTARIO TEACHERS PENSION PLAN BOARD 5650 YONGE STREET NORTH YORK TORONTO A6 M2M 4H5 ONTARIO, CANADA 0 0 1 0 0001798354 1397225 Ontario Ltd 5650 YONGE STREET TORONTO A6 M2M 4H5 ONTARIO, CANADA 0 0 1 0 Common Stock, $0.001 par value 1478379 I See footnote 8.0% Convertible Debentures due 2024 Common Stock I See Footnote Warrants Common Stock I See Footnote The reported securities are owned by 1397225 Ontario Limited ("1397225"), a wholly-owned subsidiary of Ontario Teachers' Pension Plan Board ("OTPP," and, together with 1397225, the "Reporting Persons"). The President and Chief Executive Officer of OTPP has delegated to each of Mr. Christopher Witkowski and Mr. Michael Merkoulovitch the authority to implement disposition decisions with respect to the securities reported herein; however, approval of such decisions is made by senior personnel within the Capital Markets group of OTPP in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the Strategy & Risk group of OTPP in accordance with internal proxy voting guidelines. As such, each of Messrs. Witkowski and Merkoulovitch expressly disclaims beneficial ownership of the securities reported herein. The securities reported herein were acquired pursuant to a purchase agreement (the "Purchase Agreement") dated December 16, 2019 with the Issuer and the other purchasers named therein (the "Purchasers"). The Purchase Agreement contains certain voting agreements and transfer restrictions. The Reporting Persons disclaim beneficial ownership of securities of the Issuer held by other Purchasers and "group" status with other Purchasers. The 8.0% Convertible Debentures due 2024 (the "Debentures") are convertible at the option of the holder from December 19, 2019 until December 19, 2024. KLD Discovery Inc. (the "Issuer") has the right to prepay the Debentures, without penalty, at any time. In the event the Issuer elects to prepay the Debentures, the holders will have a right to purchase Common Stock, $0.001 par value (the "Common Stock") of the Issuer in an amount equal to the principal amount of the Debentures held by that holder that were prepaid divided by 18, at a price of $18 per share, subject to adjustment. The Reporting Persons beneficially own Debentures with a principal amount of $80,000,000, which are currently convertible into 4,525,925 shares of Common Stock. The Debentures will pay interest at a rate of 8.00%, paid 4.00% in cash and 4.00% in-kind (the "PIK Interest"). Additionally, the Issuer will pay an in-kind additional payment (the "Additional Payment") of 3% of the principal amount of the Debentures annually (or upon a conversion or prepayment of the Debentures, with the amount of the Additional Payment made at the time of a prepayment based on the amount of the prepayment). Payments of the PIK Interest and the Additional Payment will increase the principal amount of the Debentures beneficially owned by the Reporting Persons and, as a result, the number of shares of Common Stock into which Debentures beneficially owned by the Reporting Persons can be converted. The Debentures are convertible into shares of Common Stock at the option of the holder at any time at a conversion price of $18.00, subject to adjustment. The warrants are exercisable at the option of the holder from January 16, 2020 until December 19, 2024, with an exercise price of $11.50 per share, subject to adjustment. The warrants are currently exercisable for 1,411,775 shares of Common Stock. The Issuer has the right to redeem the warrants at a price of $0.01 per warrant if certain conditions are met, including the trading price of the Common Stock exceeding a specified threshold for a specified period of time. (8) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. /s/ Rossana Di Lieto, Chief Compliance Officer, on behalf of Ontario Teachers' Pension Plan Board (8) 2019-12-30 /s/ Jeffrey Michael Davis, Secretary, on behalf of 1397225 Ontario Limited (8) 2019-12-30