Item 1.01 Entry into a Material Definitive Agreement.
On January 13, 2021, Crescent Acquisition Corp, a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and among the Company, Function Acquisition I Corp, a Delaware
corporation and a direct, wholly owned subsidiary of the Company ("First Merger
Sub"), Function Acquisition II LLC, a Delaware limited liability company and a
direct, wholly owned subsidiary of the Company ("Second Merger Sub"), LiveVox
Holdings, Inc., a Delaware corporation ("LiveVox"), and GGC Services Holdco,
Inc., a Delaware corporation, which provides for, among other things: (a) the
merger of First Merger Sub with and into LiveVox, with LiveVox being the
surviving corporation of the merger and a direct, wholly owned subsidiary of the
Company as a consequence of the merger (the "First Merger"); and (b) immediately
following the First Merger and as part of the same overall transaction as the
First Merger, the merger of LiveVox with and into Second Merger Sub, with Second
Merger Sub being the surviving corporation of the merger (together with the
First Merger, the "Mergers" and, collectively with the other transactions
contemplated by the Merger Agreement, the "Business Combination"). The Merger
Agreement and the transactions contemplated thereby were unanimously approved by
the board of directors of the Company and LiveVox.
The Merger Agreement
Merger Consideration
Pursuant to the Merger Agreement, the aggregate merger consideration payable to
the stockholders of LiveVox will consist of (assuming no redemptions): (a) an
amount in cash equal to the Closing Cash Payment Amount (as defined in the
Merger Agreement), which is estimated to be approximately $218 million; and
(b) shares of newly-issued Class A common stock of the Company, par value
$0.0001 per share ("Class A Stock"), equal to the Closing Number of Securities
(as defined in the Merger Agreement), which are expected to have a value of
approximately $514 million based on a price of $10.00 per share. The merger
consideration payable to the stockholders of LiveVox is also subject to
adjustment based on LiveVox's cash and indebtedness as of the closing date,
among other adjustments contemplated by the Merger Agreement.
In addition to the consideration to be paid at the closing of the Business
Combination, the stockholders of LiveVox will be entitled to receive additional
earn-out payments from the Company of up to an aggregate of 5,000,000 shares of
Class A Stock if the price of Class A common stock trading on the Nasdaq Capital
Market exceeds certain thresholds during the seven-year period following the
closing of the Business Combination. As an incentive for LiveVox to enter into
the Merger Agreement, the Company's sponsor, CFI Sponsor LLC, a Delaware limited
liability company (the "Sponsor"), has agreed that 2,743,750 shares of Class A
Stock held by it and by the independent directors of the Company immediately
following the closing of the Business Combination (following the automatic
conversion of such shares upon the closing of the Business Combination from
shares of Class F common stock of the Company, par value $0.0001 per share
("Class F Stock"), into shares of Class A Stock) will be held in escrow to be
released only if the price of Class A Stock trading on the Nasdaq Capital Market
exceeds the same thresholds during the seven-year period following the closing
of the Business Combination.
Representations, Warranties and Covenants
The parties to the Merger Agreement have made representations, warranties and
covenants that are customary for transactions of this nature. The
representations and warranties of the respective parties to the Merger Agreement
will not survive the closing of the transaction. The covenants made under the
Merger Agreement generally will not survive the Closing, subject to certain
exceptions, including certain covenants and agreements that by their terms are
to be performed in whole or in part after the Closing.
Conditions to Consummation of the Transaction
Consummation of the Business Combination is subject to customary closing
conditions, including approval by the Company's stockholders as well as
expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act. In addition, each of the Company's and LiveVox's
obligation to consummate the Business Combination is subject to the Company's
total cash proceeds, which includes, among other things, the cash available to
the Company from its trust account and the proceeds from the Forward Purchase
Agreement (as defined below) and the PIPE Investment (as defined below),
equaling or exceeding $250 million.
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Termination
The Merger Agreement may be terminated at any time prior to the consummation of
the Business Combination (whether before or after the required Company
stockholder vote has been obtained) by mutual written agreement of the Company
and LiveVox and in certain other circumstances, including if the Business
Combination has not been consummated by March 12, 2021, which date, if the
Company obtains stockholder approval of an extension of its deadline to
consummate a business combination, will automatically extend to the earlier of
the date of such extension of deadline and July 13, 2021, provided that the
right to terminate because such date has passed is not granted to a party whose
action or failure to act has caused the delay in the closing of the Business
Combination. The date may be further extended to September 13, 2021 in case all
conditions to consummate the Business Combination have been satisfied or waived
other than regulatory conditions and to a limited extent in case of government
shutdowns.
. . .
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed by the Company, on October 5, 2020, the Company entered
into the Second Amended and Restated Forward Purchase Agreement (the "Prior
FPA") with Crescent Capital Group LP ("CCG") , pursuant to which CCG had
committed to purchase from the Company, subject to the terms and conditions set
forth therein, 5,000,000 shares of Class A Stock plus 1,666,6662/3 Warrants for
an aggregate purchase price of $50,000,000 in a private placement that would
close immediately prior to the closing of the Company's initial business
combination.
On January 13, 2021, the Company and CCG mutually agreed to terminate the Prior
FPA, to be effective immediately.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report is
incorporated by reference herein. The shares of Class A Stock to be issued in
connection with the Merger Agreement and the transactions contemplated thereby,
including the First Merger and the PIPE Investment, the shares of Class A Stock
and Warrants to be issued in connection with the Forward Purchase Agreement and
the shares of Class A Stock to be issued in connection with the Finders
Agreement, will not be registered under the Securities Act of 1933, as amended
(the "Securities Act"), and will be issued in reliance on the exemption from
registration requirements thereof provided by Section 4(a)(2) of the Securities
Act and/or Regulation D promulgated thereunder as a transaction by an issuer not
involving a public offering.
Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and
Exhibit 99.3, is furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to liabilities under that section, and shall not be
deemed to be incorporated by reference into the filings of the Company under the
Securities Act or the Exchange Act, regardless of any general incorporation
language in such filings. This Current Report on Form 8-K will not be deemed an
admission as to the materiality of any information of the information contained
in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3.
On January 14, 2021, the Company and LiveVox issued a joint press release
announcing the execution of the Merger Agreement and the transactions
contemplated thereby. The press release is furnished as Exhibit 99.1 to this
Current Report and incorporated by reference herein.
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An investor presentation for use by the Company and LiveVox during a joint
investor conference call to discuss the Business Combination is furnished as
Exhibit 99.2 to this Current Report and incorporated by reference herein.
The consolidated financial statements of LiveVox as of and for the years ended
December 31, 2018 and 2019 are furnished as Exhibit 99.3 hereto and incorporated
by reference herein.
Forward-Looking Statements
This Current Report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. These statements may be made directly in this Current Report. Some of the
forward-looking statements can be identified by the use of forward-looking
words. Statements that are not historical in nature, including the words
"anticipate," "expect," "suggests," "plan," "believe," "intend," "estimates,"
"targets," "projects," "should," "could," "would," "may," "will," "forecast" and
other similar expressions are intended to identify forward-looking statements.
All forward-looking statements are based upon management estimates and forecasts
and reflect the views, assumptions, expectations, and opinions of the Company or
LiveVox, as the case may be, as of the date of this Current Report, and may
include, without limitation, changes in general economic conditions, including
as a result of COVID-19, all of which are accordingly subject to change. Any
such estimates, assumptions, expectations, forecasts, views or opinions set
forth in this Current Report constitute the Company's or LiveVox's, as the case
may be, judgments and should be regarded as indicative, preliminary and for
illustrative purposes only. The forward-looking statements and projections
contained in this Current Report are subject to a number of factors, risks and
uncertainties, some of which are not currently known to the Company or LiveVox,
that may cause the Company's or LiveVox's actual results, performance or
financial condition to be materially different from the expectations of future
results, performance of financial condition. Although such forward-looking
statements have been made in good faith and are based on assumptions that the
Company or LiveVox, as the case may be, believe to be reasonable, there is no
assurance that the expected results will be achieved. The Company's and
LiveVox's actual results may differ materially from the results discussed in
forward-looking statements. Additional information on factors that may cause
actual results and the Company's performance to differ materially is included in
the Company's periodic reports filed with the SEC, including but not limited to
the Company's annual report on Form 10-K for the year ended December 31, 2019
and subsequent quarterly reports on Form 10-Q. Copies of the Company's filings
with the SEC are available publicly on the SEC's website at www.sec.gov or may
be obtained by contacting the Company. Readers are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as of the date
made. These forward-looking statements are made only as of the date hereof, and
neither the Company nor LiveVox undertake any obligations to update or revise
the forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
Additional Information about the Business Combination and Where to Find It
This Current Report may be deemed solicitation material in respect of the
Business Combination. The Business Combination will be submitted to the
stockholders of the Company for their approval. In connection with such
stockholder vote, the Company intends to file with the SEC a preliminary proxy
statement on Schedule 14A and, when completed, will mail a definitive proxy
statement to its stockholders in connection with the Company's solicitation of
proxies for the special meeting of the stockholders of the Company to be held to
approve the Business Combination. This Current Report does not contain all the
information that should be considered concerning the proposed Business
Combination and the other matters to be voted upon at the special meeting and is
not intended to provide the basis for any investment decision or any other
decision in respect of such matters. The Company's stockholders and other
interested parties are urged to read, when available, the preliminary proxy
statement, the amendments thereto, the definitive proxy statement and any other
relevant documents that are filed or furnished or will be filed or will be
furnished with the SEC carefully and in their entirety in connection with the
Company's solicitation of proxies for the special meeting to be held to approve
the Business Combination and other related matters, as these materials will
contain important information about LiveVox and the Company and the proposed
Business Combination. The definitive proxy statement will be mailed to the
stockholders of the Company as of the record date to be established for voting
on the proposed Business Combination and the other matters to be voted upon at
the special meeting. Such stockholders will also be able to obtain copies of the
proxy statement, without charge, once available, at the SEC's website at
http://ww.sec.gov, at the Company's website at http://www.crescentspac.com or by
directing a request to Crescent Acquisition Corp, 11100 Santa Monica Blvd.,
Suite 2000, Los Angeles, CA 90025.
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No Offer or Solicitation
This Current Report is for informational purposes only and does not constitute
an offer or invitation for the sale or purchase of securities, assets or the
business described herein or a commitment to the Company or the LiveVox with
respect to any of the foregoing, and this Current Report shall not form the
basis of any contract, nor is it a solicitation of any vote, consent, or
approval in any jurisdiction pursuant to or in connection with the Business
Combination or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
Participants in the Solicitation
The Company and LiveVox, and their respective directors and executive officers,
may be deemed participants in the solicitation of proxies of the Company's
stockholders in respect of the Business Combination. Information about the
directors and executive officers of the Company is set forth in the Company's
Form 10-K for the year ended December 31, 2019. Information about the directors
and executive officers of LiveVox and more detailed information regarding the
identity of all potential participants, and their direct and indirect interests,
by security holdings or otherwise, will be set forth in the proxy statement for
the Business Combination when available. Additional information regarding the
identity of all potential participants in the solicitation of proxies to the
Company's stockholders in connection with the proposed Business Combination and
other matters to be voted upon at the special meeting, and their direct and
indirect interests, by security holdings or otherwise, will be included in the
proxy statement that the Company intends to file with the SEC. Investors may
obtain such information by ready such proxy statement when it becomes available.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1* Agreement and Plan of Merger, dated as of January 13, 2021, by and
among Crescent Acquisition Corp, Function Acquisition I Corp, Function
Acquisition II LLC, LiveVox Holdings, Inc. and GGC Services Holdco,
Inc.
10.1 Forward Purchase Agreement, dated as of January 13, 2021, by and
between Crescent Acquisition Corp and Crescent Capital Group Holdings
LP.
10.2 Form of Subscription Agreement.
10.3 Sponsor Support Agreement, dated as of January 13, 2021, by and
among Crescent Acquisition Corp, LiveVox Holdings, Inc., CFI Sponsor
LLC and the parties set forth on Schedule A thereto.
10.4 Stockholder Support Agreement, dated as of January 13, 2021, by and
among Crescent Acquisition Corp, LiveVox Holdings, Inc., GGC Services
Holdco, Inc. and LiveVox TopCo, LLC.
10.5 Share Escrow Agreement, dated as of January 13, 2021, by and among
Crescent Acquisition Corp, LiveVox Holdings, Inc., CFI Sponsor LLC,
Kathleen S. Briscoe, John J. Gauthier and Jason D. Turner.
10.6 Finders Agreement, dated as of January 13, 2021, by and among
Crescent Acquisition Corp and Neuberger Berman BD LLC.
99.1 Joint Press Release, dated as of January 14, 2021.
99.2 Investor Presentation of Crescent Acquisition Corp, dated as of
January 14, 2021.
99.3 Consolidated Financial Statements of LiveVox Holdings, Inc.
* Certain schedules have been omitted from this filing pursuant to Item
601(a)(5) of Regulation S-K and will be furnished to the Securities and
Exchange Commission upon request.
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