organization · Reporting owner
1397225 Ontario Ltd
Disclosed activity across 1 company
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Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| KLDiscovery Inc.NONE · Entity 138111 | 10% owner | December 19, 2019 | December 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 / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common Stock, $0.001 par valueSEC Table I · non-derivative | IndirectSee footnote | 1,478,379 |
Reported balance
Holding disclosure · report date 2019-12-19 · row 1
Holding and transaction disclosures are not merged.
1 source rowRow 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 security | IndirectSee Footnote | Not disclosed |
Reported balance
Holding disclosure · report date 2019-12-19 · row 2
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 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 security | IndirectSee Footnote | Not disclosed |
Reported balance
Holding disclosure · report date 2019-12-19 · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 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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