Item 1.01 Entry into a Material Definitive Agreement.
On
Also on
As part of the transactions referred to above, the Founder has agreed that an aggregate of (i) 479,392 shares of Pivotal common stock and (ii) 1,764,719 warrants to purchase shares of Pivotal common stock will be forfeited and cancelled by Pivotal upon consummation of the transactions contemplated by the Merger Agreement.
The foregoing descriptions of the Purchase Agreement, the Debentures and Amendment No. 2 are qualified in their entirety by reference to the text of the Purchase Agreement, the form of Debenture and Amendment No. 2, copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release issued by the parties related to the items described above.
The information furnished under this Item 7.01, including the exhibit related thereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such document.
Additional Information
PIVOTAL HAS FILED A REGISTRATION STATEMENT ON FORM S-4, INCLUDING A DEFINITIVE
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. PIVOTAL HAS MAILED THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS TO ITS STOCKHOLDERS. INVESTORS AND SECURITY HOLDERS OF
PIVOTAL ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS CONTAINING IMPORTANT
INFORMATION ABOUT PIVOTAL AND KLD THROUGH THE WEBSITE MAINTAINED BY THE SEC AT
HTTP://WWW.SEC.GOV. COPIES OF THE DOCUMENTS FILED WITH THE SEC BY PIVOTAL CAN
ALSO 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,
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
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THIS REPORT AND THE EXHIBITS 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 LD, 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 EXHIBITS 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 LD 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 LD'S ABILITY TO EXECUTE ON ITS BUSINESS PLANS AND LD'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 EXHIBITS HERETO ARE NOT INTENDED TO BE ALL-INCLUSIVE OR TO
CONTAIN ALL THE INFORMATION THAT A PERSON
ADDITIONAL INFORMATION CONCERNING THESE AND OTHER RISK FACTORS IS CONTAINED IN
PIVOTAL'S FILINGS WITH THE
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 2.1 Amendment No. 2 to Agreement and Plan of Reorganization, dated as ofOctober 30, 2019 , as amended onOctober 30, 2019 , by and amongPivotal Acquisition Corp. ,Pivotal Merger Sub Corp. ,LD Topco, Inc. andCarlyle Equity Opportunity GP, L.P. (solely as representative of the stockholders ofLD Topco, Inc. ). 10.1 Securities Purchase Agreement, dated as ofDecember 16 . 2019, by and amongPivotal Acquisition Corp. and the Purchasers named therein. 99.1 Press release datedDecember 17, 2019
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