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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): September 22, 2023 |
KLDiscovery Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-38789 |
61-1898603 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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9023 Columbine Road |
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Eden Prairie, Minnesota |
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55347 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 703 288-3380 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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N/A |
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N/A |
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N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On September 22, 2023, KLDiscovery Inc. (“Company”) issued a press release announcing that the Company has entered into an agreement to acquire the business of Cenza Technologies Private Limited, an Indian-based alternative legal services provider offering contract management, CLM implementation, document review, and LawTech & Legal AI driven solutions. The acquisition is expected to close in October, subject to the satisfaction of customary closing conditions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: |
September 22, 2023 |
By: |
/s/ Christopher J. Weiler |
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Name: Title: |
Christopher J. Weiler Chief Executive Officer |
Exhibit 99.1
KLDiscovery Inc. Announces Agreement to Acquire Cenza Technologies Private Limited to Establish Global Delivery Center in India
The acquisition will strengthen KLDiscovery’s Managed Document Review and enhance the Company’s contract lifecycle management offering.
Christopher Weiler, CEO of KLDiscovery, welcomes Aditya Mirza, CEO of Cenza, into the KLDiscovery family.
EDEN PRAIRIE, MN—September 22, 2023—KLDiscovery Inc. (“KLD”), a leading global provider of electronic discovery, information governance, and data recovery services, today announced that it has signed a definitive agreement to acquire the business of Cenza Technologies Private Limited (“Cenza”), an India based alternative legal services provider (“ALSP”) that offers Contract Lifecycle Management (“CLM”) and CLM implementation services, document review, and LawTech & Legal AI driven solutions.
Cenza is an established global ALSP serving clients in the US and UK from India with scalable, cost‐effective, and reliable managed legal services built on best‐in‐class technology, deep operational expertise, rigorous quality control, and robust client service. Cenza has been ranked in the Chambers and Partners 2023 Global-wide Alternative Legal Service Provider and LawTech Consulting guides.
“We are delighted to welcome the Cenza team into the KLDiscovery family,” said Christopher Weiler, CEO of KLDiscovery. “They have built an incredible company with a sterling reputation and a corporate culture that fits hand-in-glove with our own. Expanding our global presence into India has been a priority for us and Cenza was the right partner to lead those efforts.”
KLDiscovery has a long history of successfully integrating companies it acquires into its global network and has created the industry’s only truly integrated end-to-end global legal technology platform. With this turn-key acquisition, the company immediately gains a mature India operation to launch its best-in-class secure managed document review and cyber incident response solutions. This combination will also allow expanding contract management solutions by blending consulting, advisory, project management, hosting, and legal AI with lawyers-in-the-loop.
“We couldn’t be more excited to join the KLDiscovery team,” said Aditya Mirza, CEO of Cenza. “I’m incredibly proud of what we have built at Cenza and there is no other organization better equipped than KLD to globally
Exhibit 99.1
scale our integrated solutions and deep bench of talent. Their passion for service, technology, and innovation matches ours and I’m confident we will accomplish great things together, opening new and exciting growth opportunities for our customers and employees alike.”
The acquisition is expected to close in October 2023, subject to the satisfaction of customary closing conditions. Kenyon Group, LLC of the United States and Panya Capital Advisors Pvt Ltd of India were the advisors to Cenza and arranged this transaction.
About KLDiscovery
KLDiscovery provides technology-enabled services and software to help law firms, corporations, and government agencies solve complex data challenges. With offices in 25 locations across 16 countries, KLDiscovery is a global leader in delivering best-in-class data management, information governance, and eDiscovery solutions to support the litigation, regulatory compliance, and internal investigation needs of clients. Serving clients for over 30 years, KLDiscovery offers data collection and forensic investigation, early case assessment, data processing, application software and data hosting for web-based document reviews, and managed document review services. In addition, through its global Ontrack data management business, KLDiscovery delivers world-class data recovery, disaster recovery, email extraction and restoration, data destruction, and tape management. KLDiscovery has been recognized as one of the fastest growing companies in North America by both Inc. Magazine (Inc. 5000) and Deloitte (Deloitte’s Technology Fast 500), and CEO Chris Weiler was a 2014 Ernst & Young Entrepreneur of the Year. Additionally, KLDiscovery is a Relativity Certified Partner and maintains ISO/IEC 27001 Certified data centers around the world. Visit www.kldiscovery.com to learn more.
Investor Contact
Dawn Wilson
703.520.1498
dawn.wilson@kldiscovery.com
Media Contact
Krystina Jones
888.811.3789
krystina.jones@kldiscovery.com
This press release includes “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934 and the United States Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical facts, including, without limitation, statements regarding the expected timing and benefits of Cenza’s business are forward-looking statements. When used in this press release, the words “expects,” “anticipates,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside KLDiscovery’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: consequences of KLDiscovery’s substantial levels of indebtedness, including the pending maturity and potential acceleration thereof in June 2024, and its ability to repay its debt obligations as they become due or to secure alternative sources of financing; KLDiscovery’s potential failure to comply with privacy and information security regulations governing the client datasets it processes and stores; KLDiscovery’s ability to operate in highly competitive markets, and potential adverse effects of this competition; risk of decreased revenues if KLDiscovery does not adapt its pricing models; the ability to attract, motivate and retain qualified employees, including members of KLDiscovery’s senior management team; the ability to maintain a high level
Exhibit 99.1
of client service and expand operations; potential issues with KLDiscovery’s product offerings that could cause legal exposure, reputational damage and an inability to deliver services; KLDiscovery’s ability to develop and successfully grow revenues from new products such as Nebula, improve existing products and adapt its business model to keep pace with industry trends; risk that KLDiscovery’s products and services fail to interoperate with third-party systems; potential unavailability of third-party technology that KLDiscovery uses in its products and services; potential disruption of KLDiscovery’s products, offerings, website and networks; difficulties resulting from KLDiscovery’s implementation of new consolidated business systems; the ability to deliver products and services following a disaster or business continuity event; disease or similar public health threat, such as COVID-19; potential unauthorized use of our products and technology by third parties and/or data security breaches and other incidents; potential intellectual property infringement claims; and the ability to comply with various trade restrictions, such as sanctions and export controls, resulting from KLDiscovery’s international operations.
These risks and other factors discussed in the “Risk Factors” section of KLDiscovery’s Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the Securities Exchange Commission (“SEC”) and any other reports KLDiscovery files with the SEC, could cause actual results to differ materially from those expressed or implied by forward-looking statements made by KLDiscovery or on our behalf.
Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All statements speak only as of the date made, and unless legally required, KLDiscovery undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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