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organization · Reporting owner

1397225 Ontario Ltd

Disclosed activity across 1 company

Tapewire entity
152843
SEC CIK
0001798354

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
KLDiscovery Inc.NONE · Entity 13811110% ownerDecember 19, 2019December 30, 2019

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

KLDiscovery Inc.

Report date December 19, 2019 · Filed December 30, 2019

Jointly reported with ONTARIO TEACHERS PENSION PLAN BOARD

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, $0.001 par valueSEC Table I · non-derivativeIndirectSee footnote1,478,379 Reported balance Holding disclosure · report date 2019-12-19 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 1,478,379

F1: The reported securities are owned by 1397225 Ontario Limited ("1397225"), a wholly-owned subsidiary of Ontario Teachers' Pension Plan Board ("OTPP," and, together with 1397225, the "Reporting Persons").

F2: The President and Chief Executive Officer of OTPP has delegated to each of Mr. Christopher Witkowski and Mr. Michael Merkoulovitch the authority to implement disposition decisions with respect to the securities reported herein; however, approval of such decisions is made by senior personnel within the Capital Markets group of OTPP in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the Strategy & Risk group of OTPP in accordance with internal proxy voting guidelines. As such, each of Messrs. Witkowski and Merkoulovitch expressly disclaims beneficial ownership of the securities reported herein.

F3: The securities reported herein were acquired pursuant to a purchase agreement (the "Purchase Agreement") dated December 16, 2019 with the Issuer and the other purchasers named therein (the "Purchasers"). The Purchase Agreement contains certain voting agreements and transfer restrictions. The Reporting Persons disclaim beneficial ownership of securities of the Issuer held by other Purchasers and "group" status with other Purchasers.

8.0% Convertible Debentures due 2024SEC Table II · derivative / convertible securityIndirectSee FootnoteNot disclosed Reported balance Holding disclosure · report date 2019-12-19 · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · Balance Not disclosed

F6: The Debentures are convertible into shares of Common Stock at the option of the holder at any time at a conversion price of $18.00, subject to adjustment.

F4: The 8.0% Convertible Debentures due 2024 (the "Debentures") are convertible at the option of the holder from December 19, 2019 until December 19, 2024. KLD Discovery Inc. (the "Issuer") has the right to prepay the Debentures, without penalty, at any time. In the event the Issuer elects to prepay the Debentures, the holders will have a right to purchase Common Stock, $0.001 par value (the "Common Stock") of the Issuer in an amount equal to the principal amount of the Debentures held by that holder that were prepaid divided by 18, at a price of $18 per share, subject to adjustment.

F5: The Reporting Persons beneficially own Debentures with a principal amount of $80,000,000, which are currently convertible into 4,525,925 shares of Common Stock. The Debentures will pay interest at a rate of 8.00%, paid 4.00% in cash and 4.00% in-kind (the "PIK Interest"). Additionally, the Issuer will pay an in-kind additional payment (the "Additional Payment") of 3% of the principal amount of the Debentures annually (or upon a conversion or prepayment of the Debentures, with the amount of the Additional Payment made at the time of a prepayment based on the amount of the prepayment). Payments of the PIK Interest and the Additional Payment will increase the principal amount of the Debentures beneficially owned by the Reporting Persons and, as a result, the number of shares of Common Stock into which Debentures beneficially owned by the Reporting Persons can be converted.

F1: The reported securities are owned by 1397225 Ontario Limited ("1397225"), a wholly-owned subsidiary of Ontario Teachers' Pension Plan Board ("OTPP," and, together with 1397225, the "Reporting Persons").

F2: The President and Chief Executive Officer of OTPP has delegated to each of Mr. Christopher Witkowski and Mr. Michael Merkoulovitch the authority to implement disposition decisions with respect to the securities reported herein; however, approval of such decisions is made by senior personnel within the Capital Markets group of OTPP in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the Strategy & Risk group of OTPP in accordance with internal proxy voting guidelines. As such, each of Messrs. Witkowski and Merkoulovitch expressly disclaims beneficial ownership of the securities reported herein.

F3: The securities reported herein were acquired pursuant to a purchase agreement (the "Purchase Agreement") dated December 16, 2019 with the Issuer and the other purchasers named therein (the "Purchasers"). The Purchase Agreement contains certain voting agreements and transfer restrictions. The Reporting Persons disclaim beneficial ownership of securities of the Issuer held by other Purchasers and "group" status with other Purchasers.

WarrantsSEC Table II · derivative / convertible securityIndirectSee FootnoteNot disclosed Reported balance Holding disclosure · report date 2019-12-19 · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · Balance Not disclosed

F7: The warrants are exercisable at the option of the holder from January 16, 2020 until December 19, 2024, with an exercise price of $11.50 per share, subject to adjustment. The warrants are currently exercisable for 1,411,775 shares of Common Stock. The Issuer has the right to redeem the warrants at a price of $0.01 per warrant if certain conditions are met, including the trading price of the Common Stock exceeding a specified threshold for a specified period of time.

F1: The reported securities are owned by 1397225 Ontario Limited ("1397225"), a wholly-owned subsidiary of Ontario Teachers' Pension Plan Board ("OTPP," and, together with 1397225, the "Reporting Persons").

F2: The President and Chief Executive Officer of OTPP has delegated to each of Mr. Christopher Witkowski and Mr. Michael Merkoulovitch the authority to implement disposition decisions with respect to the securities reported herein; however, approval of such decisions is made by senior personnel within the Capital Markets group of OTPP in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the Strategy & Risk group of OTPP in accordance with internal proxy voting guidelines. As such, each of Messrs. Witkowski and Merkoulovitch expressly disclaims beneficial ownership of the securities reported herein.

F3: The securities reported herein were acquired pursuant to a purchase agreement (the "Purchase Agreement") dated December 16, 2019 with the Issuer and the other purchasers named therein (the "Purchasers"). The Purchase Agreement contains certain voting agreements and transfer restrictions. The Reporting Persons disclaim beneficial ownership of securities of the Issuer held by other Purchasers and "group" status with other Purchasers.

Filing footnotes · ownership attribution and instrument terms

F1: The reported securities are owned by 1397225 Ontario Limited ("1397225"), a wholly-owned subsidiary of Ontario Teachers' Pension Plan Board ("OTPP," and, together with 1397225, the "Reporting Persons").

F2: The President and Chief Executive Officer of OTPP has delegated to each of Mr. Christopher Witkowski and Mr. Michael Merkoulovitch the authority to implement disposition decisions with respect to the securities reported herein; however, approval of such decisions is made by senior personnel within the Capital Markets group of OTPP in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the Strategy & Risk group of OTPP in accordance with internal proxy voting guidelines. As such, each of Messrs. Witkowski and Merkoulovitch expressly disclaims beneficial ownership of the securities reported herein.

F3: The securities reported herein were acquired pursuant to a purchase agreement (the "Purchase Agreement") dated December 16, 2019 with the Issuer and the other purchasers named therein (the "Purchasers"). The Purchase Agreement contains certain voting agreements and transfer restrictions. The Reporting Persons disclaim beneficial ownership of securities of the Issuer held by other Purchasers and "group" status with other Purchasers.

F4: The 8.0% Convertible Debentures due 2024 (the "Debentures") are convertible at the option of the holder from December 19, 2019 until December 19, 2024. KLD Discovery Inc. (the "Issuer") has the right to prepay the Debentures, without penalty, at any time. In the event the Issuer elects to prepay the Debentures, the holders will have a right to purchase Common Stock, $0.001 par value (the "Common Stock") of the Issuer in an amount equal to the principal amount of the Debentures held by that holder that were prepaid divided by 18, at a price of $18 per share, subject to adjustment.

F5: The Reporting Persons beneficially own Debentures with a principal amount of $80,000,000, which are currently convertible into 4,525,925 shares of Common Stock. The Debentures will pay interest at a rate of 8.00%, paid 4.00% in cash and 4.00% in-kind (the "PIK Interest"). Additionally, the Issuer will pay an in-kind additional payment (the "Additional Payment") of 3% of the principal amount of the Debentures annually (or upon a conversion or prepayment of the Debentures, with the amount of the Additional Payment made at the time of a prepayment based on the amount of the prepayment). Payments of the PIK Interest and the Additional Payment will increase the principal amount of the Debentures beneficially owned by the Reporting Persons and, as a result, the number of shares of Common Stock into which Debentures beneficially owned by the Reporting Persons can be converted.

F6: The Debentures are convertible into shares of Common Stock at the option of the holder at any time at a conversion price of $18.00, subject to adjustment.

F7: The warrants are exercisable at the option of the holder from January 16, 2020 until December 19, 2024, with an exercise price of $11.50 per share, subject to adjustment. The warrants are currently exercisable for 1,411,775 shares of Common Stock. The Issuer has the right to redeem the warrants at a price of $0.01 per warrant if certain conditions are met, including the trading price of the Common Stock exceeding a specified threshold for a specified period of time.

Transaction history

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