LiveVox, Inc. entered into letter of intent to acquire Crescent Acquisition Corp. (NasdaqCM:CRSA) from a group of shareholders for approximately $820 million in a reverse merger transaction on October 30, 2020. LiveVox, Inc. entered into an agreement to acquire Crescent Acquisition Corp. (NasdaqCM:CRSA) in a reverse merger transaction on January 13, 2021. Pursuant to the Merger Agreement, the aggregate merger consideration payable to the stockholders of LiveVox will consist of an amount in cash equal to approximately $218 million and shares of newly-issued Class A common stock of Crescent equal to the closing number of securities which are expected to have a value of approximately $514 million. The stockholders of LiveVox will be entitled to receive additional earn-out payments from Crescent of up to an aggregate of 5 million 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 transaction. The combined entity will receive approximately $250 million from Crescent's trust account, assuming no redemptions by Crescent's public stockholders, as well as $75 million in proceeds from a group of institutional investors and $25 million from a forward purchase agreement entered into by Crescent Capital Group Holdings LP. Upon completion of the transaction, Golden Gate Capital and various current minority owners of LiveVox expect to hold approximately 59% of the combined company, subject to various purchase price adjustments. Upon the closing of the transaction, Crescent Acquisition Corp's name will be changed to “LiveVox Holdings, Inc.” and its common stock will be listed on NASDAQ under the symbols “LVOX,” “LVOXU” and “LVOXW,” respectively. Louis Summe, Co-Founder and Chief Executive Officer of LiveVox, will continue to lead the business post-transaction.

The transaction is subject to the satisfaction of customary closing conditions, including the approval of the shareholders of Crescent, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, amendment to Crescent charter to be effective as of the closing of the Business Combination, Crescent shall have at least $5 million of net tangible assets and cash shall equal or exceed $250 million and approval of Crescent's Class A Stock to be issued in connection with the transaction for listing on Nasdaq. The transaction has been unanimously approved by the Board of Directors of Crescent, as well as the Board of Directors of LiveVox. A special meeting of stockholders of Crescent Acquisition will be held on June 16, 2021 to approve the merger. At the Special Meeting, Crescent stockholders will be asked to consider and vote upon a proposal to approve and adopt the merger agreement and approve the business combination with LiveVox. On June 16, 2021, Crescent Acquisition shareholders approved the transaction. The transaction is expected to close in second quarter of 2021. As of June 17, 2021, the transaction is expected to close on or about June 18, 2021.

Credit Suisse Securities (USA) LLC is acting as lead placement agent, financial advisor and capital markets advisor and BofA Securities, Inc. is acting as private placement agent and capital markets advisor for Crescent. Goldman Sachs & Co. LLC, Jefferies Group LLC and Stifel Financial Corp. are serving as financial advisors to LiveVox. Jeremy M. Veit and James W. Beach of Kirkland & Ellis LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as legal counsels to LiveVox and Michael J. Mies, Gregg Noel, Kristin Davis, K. Kristine Dunn, Victor Hollender and Anne Villanueva of Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to Crescent. Morrow & Co., LLC acted as information agent to Crescent. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Crescent. Crescent has agreed to pay Morrow a fee of $25,000. Shearman & Sterling LLP acted as legal advisor to LiveVox Holding, Inc.

LiveVox, Inc. completed the acquisition of Crescent Acquisition Corp. (NasdaqCM:CRSA) from a group of shareholders in a reverse merger transaction on June 18, 2021.