Quarterly report pursuant to Section 13 or 15(d)

Reverse Recapitalization (Tables)

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Reverse Recapitalization (Tables)
9 Months Ended
Sep. 30, 2021
Reverse Recapitalization [Abstract]  
Schedule of Reverse Recapitalization The following table reconciles the elements of the Merger to the consolidated statements of cash flows and the consolidated statements of stockholders’ equity for the nine months ended September 30, 2021 (dollars in thousands):
Recapitalization
Cash proceeds from Crescent
Crescent’s cash in trust account $ 253,395 
Crescent’s cash and cash equivalents 20 
Less: redemptions (155,372)
Cash proceeds from PIPE Investment (1) 75,000 
Cash proceeds from Forward Purchase Agreement (2) 25,000 
Less: Cash payments to escrow (2,000)
Less: Cash payments to stockholder representative expense holdback (100)
Less: Cash payments of Merger transaction costs (38,560)
Net cash proceeds from Merger and PIPE financing 157,383 
Merger transaction costs not impacting additional paid-in capital 2,308 
Non-cash VCIP/OBIP stock bonus 32,637 
Non-cash net assets assumed from Crescent 36 
Non-cash offering cost associated with warrant liability (3) 41 
Less: warrant liability (2,008)
Net contribution from Merger and PIPE financing $ 190,397 
(1) Proceeds of $75.0 million from the Company’s private placement of an aggregate of 7,500,000 shares of Class A common stock at a per share price of $10.00 (the “PIPE Investment”).
(2) Proceeds of $25.0 million from the Company’s private placement of an aggregate of 2,500,000 shares of Class A common stock at a per share price of $10.00 and 833,333 warrants (the “Forward Purchase Agreement”).
(3) Capitalized offering costs related to Forward Purchase Warrants which have been expensed in the consolidated statement of operations and comprehensive loss.
The following table presents the number of shares of the Company’s common stock outstanding as of the Closing Date (in thousands):
Number of Shares
Class A common stock of Crescent, outstanding prior to Closing 24,988 
Less: Redemption of Crescent Class A common stock (15,321)
Class A common stock issued in PIPE Investment (1) 7,500 
Class A common stock issued under Forward Purchase Agreement (2) 2,500 
Shares of Crescent common stock prior to Closing 19,667 
Class F common stock of Crescent converted into Class A common stock on a one-for-one basis (3)
6,250 
Less: cancellation of Class F common stock of Crescent (2,925)
Earn-Out Shares placed into an escrow account (4) 5,000 
Recapitalization of Old LiveVox common stock into Class A common stock (5) 66,637 
Shares of newly issued Class A common stock in connection with Closing 74,962 
Shares of Class A common stock outstanding as of the Closing Date, including Escrowed Shares 94,629 
Less: Escrowed Shares (6)
(7,544)
Total shares of Class A common stock outstanding as of the Closing Date, excluding Escrowed Shares 87,085 
(1) See footnote (1) to the preceding table.
(2) See footnote (2) to the preceding table.
(3) Includes a total of 2,543,750 shares of converted Class A common stock held by the SPAC sponsor and certain independent directors (the “Lock-Up Shares”) immediately following the closing, which were placed in an escrow account to be subject to release only if the price of Class A common stock trading on the Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021 through June 18, 2028. No contingent consideration shares were issued or released during the nine months ended September 30, 2021.
(4) As additional consideration payable to the LiveVox Stockholder, the Company issued 5,000,000 shares of Class A common stock (the “Earn-Out Shares”) held in an escrow account to be released only if the price of Class A common stock trading on the Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021 through June 18, 2028. No contingent consideration shares were issued or released during the nine months ended September 30, 2021.
(5) The number of Old LiveVox shares was determined from 1,000 shares of Old LiveVox common stock outstanding immediately prior to the closing of the Merger converted at the exchange ratio of 66,637 established in the Merger.
(6) 2,543,750 Lock-Up Shares and 5,000,000 Earn-Out Shares (collectively, the “Escrowed Shares”) are accounted for as equity classified equity instruments, were included as merger consideration as part of the Reverse Recapitalization, and are recorded in additional paid-in capital. Any Escrowed Shares not released from escrow within the seven-year period beginning June 18, 2021 through June 18, 2028 will be forfeited and canceled for no consideration. The Escrowed Shares are treated as equity-linked instruments as opposed to shares outstanding, and as such are not included in shares outstanding on the Company’s consolidated balance sheets.