The information set forth in response to each separate Item below shall be deemed to be a response to all
Items where such information is relevant.
Item 1.
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Security and Issuer.
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This Statement on Schedule 13D (this Statement) relates to shares of Class A common stock, $0.0001 par value per share
(Common Stock), of LiveVox Holdings, Inc. (LiveVox or the Issuer). The principal executive offices of the Issuer are located at 655 Montgomery Street, Suite 1000, San Francisco, California, 94111.
Item 2.
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Identity and Background.
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(a) This Statement is filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange
Act), by Golden Gate Private Equity, Inc. (the Reporting Person). The Reporting Person has sole voting and dispositive power with respect to the reported securities which are directly held by LiveVox TopCo LLC (LiveVox
TopCo) on behalf of a private investor group that includes Golden Gate Capital Opportunity Fund, L.P., Golden Gate Capital Opportunity Fund-A, L.P., GGCOF Executive
Co-Invest, L.P., GGCOF Third-Party Co-Invest, L.P., and GGCOF IRA Co-Invest, L.P. (collectively, the Funds), each of
which are managed by the Reporting Person.
On June 18, 2021 (the Closing Date), LiveVox (formerly known as Crescent
Acquisition Corp), a Delaware corporation (the Company), consummated the previously announced business combination pursuant to an Agreement and Plan of Merger, dated January 13, 2021 (the Merger Agreement), by and among
the Company, Function Acquisition I Corp, a Delaware corporation and 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 (Old LiveVox), and GGC Services Holdco, Inc., a Delaware corporation, solely in its capacity as the representative, agent and attorney-in-fact (in such capacity, the Stockholder Representative) of LiveVox TopCo (the sole stockholder of Old LiveVox prior to the Business Combination), which
provided for, among other things, (a) the merger of First Merger Sub with and into Old LiveVox, with Old LiveVox continuing as the surviving corporation (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 Old LiveVox with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity (the Second Merger and, together with the First Merger and the
other transactions contemplated by the Merger Agreement, the Business Combination). In connection with the Business Combination, (a) the Company changed its name to LiveVox Holdings, Inc. and (b) Second Merger Sub,
as the surviving entity of the Second Merger, changed its name to LiveVox Intermediate LLC (LiveVox Intermediate). As a result of the Business Combination, the Company directly owns all of the equity interests of LiveVox
Intermediate and indirectly owns the equity interests of its subsidiaries (LiveVox Intermediate together with its subsidiaries, LiveVox).
Additionally, to further enhance liquidity by increasing cash available to the combined company following the closing of the Business
Combination, the parties to the Merger Agreement also agreed that any merger consideration that would otherwise be payable in cash pursuant to the terms of the Merger Agreement would instead be payable in stock. As a result, the consideration paid
to LiveVox TopCo consisted of 66,637,092 newly issued shares of Common Stock plus 5,000,000 newly issued shares of Common Stock (the Earn-Out Shares) which were placed in an escrow account to be
released only if the price of Common Stock trading on The Nasdaq Stock Market LLC (Nasdaq) exceeds certain thresholds during the seven-year period following the closing of the Business Combination pursuant to the terms of the Merger
Agreement. As manager of LiveVox TopCo, the Reporting Person will have the right to vote the Earn-Out Shares during the time that they are held in the escrow account. As such, giving effect to the Business
Combination and related transactions, the Reporting Person will have beneficial ownership of 71,637,092 shares of Common Stock.
A copy of
the Merger Agreement is attached as Exhibit 2.1 to the Companys Current Report on Form 8-K dated July 18, 2021 and is incorporated by reference herein. The foregoing description of the Merger
Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
(b) The principal
business address for the Reporting Person is c/o Golden Gate Private Equity, Inc., One Embarcadero Center, 39th Floor, San Francisco, California 94111.
(c) The principal business of LiveVox TopCo is investing in the securities of the Issuer. The principal business of each of the Funds
is that of a private investment fund engaging in the purchase and sale of investments for its own account. The principal business of the Reporting Person is to act as the investment manager of various investment funds and accounts, including the
Funds and LiveVox TopCo, with such investment and voting discretion exercised by an investment committee comprised of the managing directors of the Reporting Person (the Committee), led by David C. Dominik, the Chief Investment Officer.
(d) During the last five years, neither the Reporting Person, nor to the best of the Reporting Persons knowledge, any of the
persons or entities affiliated with the reporting person, including the individual members of the Committee, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).