LIVEPERSON INC 8-K

What Happened
LivePerson, Inc. (LPSN) announced on April 21, 2026 that it entered into a Merger Agreement with SoundHound AI, Inc. and a SoundHound subsidiary (Lightspeed Merger Sub). Under the agreement, Merger Sub will merge into LivePerson and LivePerson will become an indirect wholly owned subsidiary of SoundHound. Consideration to LivePerson common stockholders will be paid in SoundHound Class A common stock based on a Per Share Merger Consideration formula and an aggregate consideration amount subject to adjustments described in the agreement. The parties intend the Merger to be a taxable transaction for U.S. federal income tax purposes.

Key Details

• Merger date and filing: Merger Agreement and related Notes Restructuring Agreement executed April 21, 2026; announced by joint press release.
• Consideration mechanics: Aggregate Consideration Amount is described in the agreement (starting point $42,784,532.64, subject to adjustments); SoundHound Closing Stock Price is the 10-day VWAP ending three trading days before closing, with a floor of $7.00 and a cap of $12.00 per share.
• Treatment of equity and debt: In‑the‑money LivePerson options (non-employees) and certain RSUs will be cashed out or converted; other options/RSUs generally are assumed and converted into SoundHound awards. All LivePerson warrants will be cancelled for no consideration.
• Notes restructuring: Holders of LivePerson’s secured 2029 notes agreed to accept stock and cash consideration under a Notes Restructuring Agreement (First Lien aggregate stock consideration built from $178,007,733.68; Second Lien from $83,207,733.68). SoundHound may elect cash in lieu of stock under limited conditions.
• Closing conditions and approvals: Closing is subject to customary conditions including LivePerson stockholder approval, regulatory approvals (including foreign investment reviews), SoundHound’s S-4 registration statement effectiveness, Nasdaq listing approval for shares issued, accuracy of reps and warranties, and completion of the Notes Restructuring Transactions. Outside date for closing is October 21, 2026 (extendable to Dec 5, 2026 in certain circumstances).
• Governance/other: LivePerson’s board unanimously approved and will recommend the Merger. LivePerson also amended its bylaws to add an exclusive forum clause (Delaware Court of Chancery for certain matters; federal districts for Securities Act claims).

Why It Matters
This is a transformational, stock‑for‑stock acquisition that will make LivePerson an indirect subsidiary of SoundHound and significantly reorders how LivePerson’s equity and secured debt holders are paid at closing. The deal’s ultimate value to LivePerson shareholders depends on the SoundHound Closing Stock Price (subject to the $7–$12 band), cash adjustments tied to LivePerson’s pre‑closing cash and note repurchases, and completion of a concurrent notes restructuring. Investors should watch for upcoming LivePerson shareholder vote materials, SoundHound’s S‑4 filing and effectiveness, any regulatory hurdles, and final cash/closing price determinations that will determine the actual per‑share payout.