Preserving long-term stockholder value by
adopting a rights plan intended to protect tax assets effective
immediately, to be submitted for stockholder ratification at 2024
annual meeting
NEW
YORK, Jan. 22, 2024 /PRNewswire/ -- LivePerson,
Inc. ("LivePerson" or the "Company") (NASDAQ: LPSN), the global
leader in enterprise conversations, today announced that its Board
of Directors (the "Board") has unanimously adopted a tax benefits
preservation plan (the "NOL Plan") designed to help preserve the
full availability of the Company's net operating loss carryforwards
("NOLs").
As of December 31, 2023, the
Company estimates that its cumulative NOLs exceed $400 million. These NOLs, most of which are not
subject to any expiration date, represent a valuable asset of the
Company and are available to reduce the Company's future federal
income tax expense.
The Company's NOL Plan is similar to NOL Plans adopted by other
companies with significant NOL tax assets. The purpose of the NOL
Plan is to reduce the risk of substantial impairment to the
Company's NOL assets that could result from inadvertent triggering
of an "ownership change" within the meaning of Section 382 of the
Internal Revenue Code. In general, an "ownership change" would
occur if the Company's "5% stockholders" (within the meaning of
Section 382 of the Internal Revenue Code) increase their aggregate
ownership in LivePerson over a rolling three-year period by more
than 50 percentage points over their lowest aggregate ownership
percentage.
The Board has adopted the NOL Plan after determination that, as
a result of a recently announced accumulation of more than 10% of
the Company's common stock by a new stockholder, taken together
with other changes in ownership of LivePerson common stock over the
last three years, the Company is significantly closer to triggering
an "ownership change" within the meaning of Section 382, which
would substantially impair its ability to utilize its NOLs.
LivePerson intends to submit the NOL Plan for stockholder
ratification at its 2024 Annual Meeting of Stockholders. The NOL
Plan is not designed to prevent any action that the Board
determines is in the best interest of all LivePerson
stockholders.
The NOL Plan aims to preserve the Company's NOL assets by
creating a disincentive for any stockholder to accumulate
beneficial ownership of LivePerson common stock of 4.9% or more, or
further accumulate LivePerson common stock if the stockholder's
beneficial ownership already exceeds 4.9%, in each case without the
approval of the Board. If a stockholder beneficially owns 4.9% or
more of the outstanding shares of LivePerson common stock prior to
today's announcement of the Plan, then that stockholder's existing
ownership percentage will be exempted. However, such stockholder
will not be permitted under the NOL Plan to acquire any additional
shares without approval of the Board.
In connection with its adoption of the NOL Plan, the Board
declared a dividend of one "right" under the NOL Plan for each
outstanding share of LivePerson common stock. The dividend will be
made to holders of record as of the close of business on
January 22, 2024. Any shares of
LivePerson common stock issued after the record date will be issued
together with a right. The distribution of the rights is not
taxable to stockholders or to the Company.
The rights will expire on January 21,
2027. However, if LivePerson stockholders do not ratify the
NOL Plan at the Company's 2024 Annual Meeting of Stockholders, the
rights will expire on January 21,
2025. The rights may also expire on an earlier date upon the
occurrence of certain events, including a determination by the
Board that the NOL Plan is no longer necessary or desirable for the
preservation of the Company's NOLs or that no NOLs may be carried
forward. Because the Rights may be redeemed under certain
circumstances by the Company's Board, the NOL Plan should not
interfere with any action that the Board determines to be in the
best interests of the Company and its stockholders.
There is no assurance, however, that the NOL Plan will prevent
an "ownership change" within the meaning of Section 382 and it is
possible that acquisitions or sales of LivePerson common stock by
other persons or groups, not yet publicly disclosed, may already
have resulted in an "ownership change".
Further details about the NOL Plan will be contained in a Form
8-K and in a Registration Statement on Form 8-A to be filed with
the Securities and Exchange Commission by the Company.
About LivePerson
LivePerson (NASDAQ: LPSN) is the global leader in enterprise
conversations. Hundreds of the world's leading brands — including
HSBC, Chipotle, and Virgin Media — use our award-winning
Conversational Cloud platform to connect with millions of
consumers. We power nearly a billion conversational interactions
every month, providing a uniquely rich data set and safety tools to
unlock the power of Conversational AI for better business outcomes.
Fast Company named us the #1 Most Innovative AI Company in the
world. To talk with us or our AI, please visit liveperson.com.
Forward-Looking Statements
Statements in this press release regarding LivePerson that are
not historical facts are forward-looking statements and are subject
to risks and uncertainties that could cause actual future events or
results to differ materially from such statements. Any such
forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include statements regarding
LivePerson's plan to seek stockholder ratification of the NOL Plan
at its 2024 Annual Meeting of Stockholders; LivePerson's future
U.S. corporate income tax liabilities; LivePerson's ability to use
its NOLs and whether its NOLs would become substantially limited if
the Company were to experience an "ownership change" as defined
under Section 382 of the Internal Revenue Code; and whether the NOL
Plan will reduce the risk of such an "ownership change" occurring.
It should be clearly understood that the current information and
beliefs upon which we base our expectations may change. Although
these expectations may change, we are under no obligation to inform
you if they do. Actual events or results may differ materially from
those contained in the projections or forward-looking statements.
Some of the factors that could cause actual results to differ
materially from the forward-looking statements contained herein
include, without limitation, our ability to execute on and deliver
our current business and product plans and goals, and the other
factors described in the "Risk Factors" section of the Company's
Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on
March 16, 2023. The list of risk
factors is intended to identify only certain of the principal
factors that could cause actual results to differ from those
discussed in the forward-looking statements.
IR Contact
Jon Perachio
jperachio@liveperson.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/liveperson-adopts-tax-benefits-preservation-plan-to-protect-valuable-tax-assets-302040356.html
SOURCE LivePerson, Inc.