KLDiscovery, LLC (“KLD”) entered into a definitive agreement to acquire Pivotal Acquisition Corp. (NYSE:PVT) (“Pivotal”) in a reverse merger transaction on May 20, 2019. Under the agreement and plan of reorganization, KLD will become a publicly listed company. At closing, current shareholders of KLD will receive an aggregate of 34.8 million shares of Pivotal common stock. They will also have the right to receive up to 2.2 million shares of Pivotal common stock if the reported closing sale price of Pivotal common stock exceeds $13.5 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or other similar actions) for any 20 consecutive trading days during the five-year period following the closing of the transaction. The consideration is subject to adjustments. In connection with the transactions, Pivotal's sponsor from its initial public offering will subject a certain number of its shares of Class B common to an additional lockup that will be released only if the last reported sale price of Pivotal's common stock equals or exceeds $15 for a period of 20 consecutive trading days during the five-year period following the closing of the transactions. KLD stockholders receiving Pivotal shares will be subject to a 12-month lockup period for all shares of Pivotal's common stock held by such persons, which period may be earlier terminated if the reported closing sale price of Pivotal's common stock equals or exceeds $12 for a period of 20 consecutive trading days during a 30-trading day period commencing at least 150 days after the closing of the transactions. Under the terms of the proposed transaction, KLD will become a subsidiary of Pivotal, with KLD shareholders and management retaining 100% of their equity in the combined company. KLD majority shareholders including The Carlyle Group and Revolution Growth will retain and roll over their shares, which will be subject to a lockup period alongside Pivotal Founders. At closing, the current shareholders of KLD and current shareholders of Pivotal will hold approximately 56% and 44%, respectively, of the issued and outstanding shares of the combined company.

Pivotal Acquisition Corp. is expected to be renamed KLDiscovery Inc. upon the closing of the merger. Pivotal Acquisition and KLD have received binding commitments from Ontario Teachers' Pension Plan and another large global financial institution pursuant to which such parties have committed to make an investment of $100 million in the form of one or more debentures to be issued in connection with the closing of the transaction between Pivotal Acquisition and KLD. The agreement provides that either Pivotal or KLDiscovery may terminate the agreement if the merger is not consummated on or before October 30, 2019. KLD's management team, led by Chief Executive Officer (‘CEO') Christopher Weiler and Chief Financial Officer Dawn Wilson, will continue to run KLD after the transaction. Dan Akerson, former CEO of General Motors, will serve as Chairman of Pivotal's Board of Directors. Pivotal Chairman and Chief Executive Officer Jonathan Ledecky will remain on the Board and serve as Vice Chairman. Kevin Griffin will also remain on the Board post-transaction. The Directors of Pivotal will consist of William Darman, Richard J. Williams, Donna Morea and Evan Morgan. Completion of the transaction is subject to approval by Pivotal and KLD stockholders, expiry of all specified waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pivotal having at least $5 million of net tangible assets remaining prior to the merger, the registration statement becoming effective, execution of the registration rights and stockholders agreements by Pivotal, founder lock-up agreement shall have been executed and delivered, termination of KLDs existing stockholders agreements and approval of shares issued in the transaction for listing on the New York Stock Exchange. Additionally, at closing, Pivotal is required to have at least $175 million available to it from any financing source, including from its trust account created in connection with its initial public offering (‘IPO') and up to $50 million that may come from the forward purchase contract entered into by Pivotal in connection with its IPO, after payment to holders of Pivotal Class A common stock that seek redemption in connection with the transactions and net of certain other expenses. The Boards of Directors of both Pivotal and KLD have unanimously approved the proposed transaction. As of June 14, 2019, the transaction was granted an early termination notice from the Federal Trade Commission. Pivotal's Board of Directors unanimously recommends that its stockholders vote for the transaction. Completion of the transaction is expected in the third quarter of 2019. As on October 31, 2019, outside date to consummate the proposed merger between the two parties was extended from October 31, 2019 to November 6, 2019. As of November 13, 2019, Pivotal's stockholder meeting to approve the proposed transaction between Pivotal and KLD has been set for December 12, 2019. As of December 17, 2019, Pivotal's stockholder meeting to approve the proposed transaction between Pivotal and KLD has been set for December 18, 2019. The transaction has been approved by the shareholders of Pivotal Acquisition Corp. on December 18, 2019. As of November 13, 2019, the transaction is expected to close next month.

Cantor Fitzgerald and BTIG LLC acted as financial advisors to Pivotal. David Alan Miller and Jeffrey M. Gallant from Graubard Miller acted as legal advisors to Pivotal. Paul Sheridan, Rachel Sheridan, Shagufa Hossain, E. Marcellus Williamson and David Raab from Latham & Watkins LLP acted as legal advisor to KLD. Northland Securities Inc. acted as financial advisor and provided a fairness opinion to Pivotal on the deal and will receive an aggregate fee of $0.25 million for fairness opinion, of which $0.05 million was due upon delivery of the fairness opinion with the remaining $0.2 million due upon the consummation of the merger. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Advantage Proxy, Inc. acted as information agent for Pivotal. Pivotal will pay a fee of $7,500 plus disbursements to Advantage Proxy.

KLDiscovery Ontrack, LLC completed the acquisition of Pivotal Acquisition Corp. (NYSE:PVT) (“Pivotal”) in a reverse merger transaction on December 19, 2019.