UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
KORE
Group Holdings, Inc. |
(Name of Issuer) |
|
Warrants to Purchase Common Stock, $0.0001 par value |
(Title of Class of Securities) |
|
N/A |
(CUSIP Number) |
|
Searchlight IV KOR, L.P.
c/o Searchlight Capital Partners, L.P.
745 5th Avenue - 27th Floor
New York, NY 10151
Attention: Nadir Nurmohamed |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
|
November 15, 2023 |
(Date of Event which Requires Filing of this Statement) |
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1 |
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Searchlight IV KOR, L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
11,800,000 (1) |
8 |
SHARED VOTING POWER
None |
9 |
SOLE DISPOSITIVE POWER
11,800,000 (1) |
10 |
SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,800,000 (1) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0% (2) |
|
14 |
TYPE OF REPORTING PERSON
PN |
|
| (1) | Represents the number
of shares of common stock, par value $0.0001 per share (“Common Stock”), of KORE Group Holdings, Inc. (the “Issuer”)
issuable to Searchlight IV KOR, L.P. upon the exercise of the warrant to purchase up to 11,800,000 shares of Common Stock at an exercise
price of $0.01 per share (the “Warrant”), as further discussed in Items 1, 4 and 6 herein. |
| (2) | Based on 86,710,582 shares of Common Stock outstanding as of
November 6, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023. |
1 |
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Searchlight Capital Partners IV GP AGG, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
11,800,000 (1) |
8 |
SHARED VOTING POWER
None |
9 |
SOLE DISPOSITIVE POWER
11,800,000 (1) |
10 |
SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,800,000 (1) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0% (2) |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
| (1) | Represents the number
of shares of Common Stock of the Issuer issuable to Searchlight IV KOR, L.P. upon the exercise of the Warrant held directly by Searchlight
IV KOR, L.P., which may be deemed to be beneficially owned by Searchlight Capital Partners IV GP AGG, LLC, as further discussed in Items
1, 4 and 6 herein. |
| (2) | Based on 86,710,582 shares of Common Stock outstanding as of
November 6, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023. |
1 |
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Searchlight Capital Partners IV GP, L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
11,800,000 (1) |
8 |
SHARED VOTING POWER
None |
9 |
SOLE DISPOSITIVE POWER
11,800,000 (1) |
10 |
SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,800,000 (1) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0% (2) |
|
14 |
TYPE OF REPORTING PERSON
PN |
|
| (1) | Represents the number
of shares of Common Stock of the Issuer issuable to Searchlight IV KOR, L.P. upon the exercise of the Warrant held directly by Searchlight
IV KOR, L.P., which may be deemed to be beneficially owned by Searchlight Capital Partners IV GP, L.P., as further discussed in Items
1, 4 and 6 herein. |
| (2) | Based on 86,710,582 shares of Common Stock outstanding as of
November 6, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023. |
1 |
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Searchlight Capital Partners IV GP, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
11,800,000 (1) |
8 |
SHARED VOTING POWER
None |
9 |
SOLE DISPOSITIVE POWER
11,800,000 (1) |
10 |
SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,800,000 (1) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0% (2) |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
| (1) | Represents the number
of shares of Common Stock of the Issuer issuable to Searchlight IV KOR, L.P. upon the exercise of the Warrant held directly by Searchlight
IV KOR, L.P., which may be deemed to be beneficially owned by Searchlight Capital Partners IV GP, LLC, as further discussed in Items
1, 4 and 6 herein. |
| (2) | Based on 86,710,582 shares of Common Stock outstanding as of
November 6, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023. |
Item 1. Security and Issuer.
This statement on Schedule 13D relates to shares of common stock, par
value $0.0001 per share (“Common Stock”), of KORE Group Holdings, Inc. (the “Issuer”), a Delaware corporation,
with principal executive offices at 3 Ravinia Drive NE, Suite 500, Atlanta, Georgia 30346.
Item 2. Identity and Background.
(a) and (f)
This Schedule 13D is filed as a joint statement pursuant to Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended (the “Act”), on behalf of the following persons (collectively, the “Reporting
Persons”):
| 1. | Searchlight IV KOR, L.P., a Delaware limited partnership (“Searchlight IV KOR”); |
| 2. | Searchlight Capital Partners IV GP AGG, LLC, a Delaware limited liability company (“Searchlight IV GP AGG”); |
| 3. | Searchlight Capital Partners IV GP, L.P., a Cayman Islands limited partnership (“Searchlight IV GP LP”); and |
| 4. | Searchlight Capital Partners IV GP, LLC, a Delaware limited liability company (“Searchlight IV GP”). |
The Reporting Persons have entered into a Joint Filing Agreement, a
copy of which is filed as Exhibit 1 hereto.
(b) and (c)
The
general partner of Searchlight IV KOR is Searchlight IV GP AGG. The sole member of Searchlight IV GP AGG is Searchlight IV GP LP.
The general partner of Searchlight IV GP LP is Searchlight IV GP.
There
are three members of Searchlight IV GP (the “Members”) who directly or indirectly
control the investment and voting decisions of Searchlight IV GP. The information required
by Items 2(a), (b), (c) and (f) pursuant to General Instruction C to Schedule 13D is listed in Annex A hereto and is incorporated
herein by reference. Searchlight IV GP AGG, Searchlight IV GP LP, Searchlight IV GP and the
Members disclaim beneficial ownership of all of the shares of Common Stock included in this report, and the filing of this report shall
not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or
13(g) of the Act or for any other purpose.
The principal business of the Reporting Persons is acquiring, holding
and disposing of interests in various companies for investment purposes. The address of the principal office of the Reporting Persons
is c/o Searchlight Capital Partners, L.P., 745 5th Avenue, 27th Floor, New York, New York 10151.
(d) and (e)
During the last five years, none of the Reporting Persons or any persons
listed in Annex A (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source or Amount of Funds or Other Consideration.
On November 9, 2023, the Issuer and Searchlight IV KOR entered
into an Investment Agreement (the “Investment Agreement”), pursuant to which Searchlight IV KOR agreed to purchase from the
Issuer, for aggregate consideration of $150 million, (i) 150,000 shares of Series A-1 Preferred Stock of the Issuer, par
value of $0.0001 per share (the “Series A-1 Preferred Stock”) and (ii) a warrant (the “Warrant”)
to purchase 11,800,000 shares of Common Stock (as may be adjusted in accordance with the Warrant), with an exercise price of $0.01 per
share (as may be adjusted in accordance with the Warrant), in a private placement (collectively, the “Initial Investment”).
On November 15, 2023 (the “Initial Closing Date”), Searchlight IV KOR completed the Initial Investment.
On
the terms and subject to the conditions set forth in the Investment Agreement, until the date that is six months following the Initial
Closing Date, the Issuer has the option to issue and sell to Searchlight IV KOR for an aggregate
purchase price of up to $20 million, additional shares of Series A-1 Preferred Stock and additional warrants to purchase
shares of Common Stock with an exercise price of $0.01 per share (“Additional Warrants”),
the proceeds of which may be used by the Issuer solely to repurchase shares of Common Stock from a stockholder (excluding any directors
or executive officers and certain affiliates of the Issuer) in an amount not to exceed 10 million shares of Common Stock and otherwise
on the terms set forth in the Investment Agreement (the “Additional Investment”). The Additional Investment is subject
to certain conditions, including the absence of any legal restraints enjoining, restraining, preventing or prohibiting the consummation
of the Additional Investment and the Issuer’s material compliance with its covenants under the Investment Agreement.
The sources of funds for the Initial Investment were capital contributions
made by the investors in the Reporting Persons together with available lines of credit.
Item 4. Purpose of Transaction.
The information set forth in Items 3 and 6 hereof is hereby incorporated
by reference into this Item 4.
The Reporting Persons acquired beneficial ownership of the Warrant
and the shares of Common Stock underlying such Warrant as described in this Schedule 13D for investment purposes and intend to review
their investment in the Issuer on a continuing basis. Subject to the terms of the Investment Agreement and the Investor Rights Agreement
(as defined below), and depending on various factors, including but not limited to the Issuer’s financial position and strategic
direction, price levels of the Common Stock, conditions in the securities markets, and general economic and industry conditions, the Reporting
Persons may in the future take actions with respect to the Initial Investment or any Additional Investment as they deem appropriate, including
changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D.
Pursuant to the Amended and Restated Investor Rights Agreement, dated
as of November 15, 2023, by and among the Issuer, Searchlight IV KOR, Cerberus Telecom Acquisition Holdings, LLC (“Cerberus”),
the ABRY Entities (as defined therein) (“ABRY”) and certain other stockholders of Maple Holdings Inc. (a predecessor entity
to the Issuer) (the “Investor Rights Agreement”), and effective as of the Initial Closing Date, Andrew Frey and David Fuller,
designees of Searchlight IV KOR, were appointed as a Class I member and a Class II member, respectively, of the Board of Directors
of the Issuer (the “Board”) to fill two vacancies on the Board. Until Searchlight IV KOR and its affiliates cease to own at
least 7,866,666 shares of Common Stock (including, for this purpose, shares underlying warrants to purchase shares of Common Stock) in
the aggregate (as proportionately adjusted for stock splits, stock dividends, combinations or reclassifications or the like) (a “Fall-Away
of Investor Board Rights”), Searchlight IV KOR will be entitled to appoint two designees to the Board (each, a “Searchlight
Director”), and, as long as Searchlight IV KOR is entitled to designate a Searchlight Director and has designated a Searchlight
Director who qualifies as “independent” pursuant to the listing standards of the national exchange upon which the Common Stock
is trading, the Issuer will take all necessary action such that a Searchlight Director serves on each of the Compensation Committee and
the Nominating and Corporate Governance Committee of the Board.
Pursuant to the Investment Agreement, for so long as Searchlight IV
KOR has a Searchlight Director serving on the Board, it is required to vote all shares of Common Stock beneficially owned by it in favor
of each of the directors nominated by the Board for election.
Pursuant to the Investment Agreement, Searchlight IV KOR will be subject
to certain standstill restrictions and certain restrictions on transferring shares of Series A-1 Preferred Stock, the Warrant, any
Additional Warrants or shares underlying the Warrant or any Additional Warrants, as further described in Item 6 below.
Subject to the provisions in the Investment Agreement and the Investor
Rights Agreement regarding the acquisition of additional shares of Common Stock by the Reporting Persons, transfer restrictions with respect
to the securities acquired pursuant to the Investment Agreement and voting commitments with respect to the election of directors, the
Reporting Persons intend to continually review, consider and evaluate their ongoing investment in the Issuer and all potential options
with respect thereto. The Reporting Persons may, with or without the assistance of legal and/or financial advisors, engage in communications
with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the Board, and make
suggestions, recommendations and/or proposals concerning changes to the Issuer’s operations, prospects, business and financial strategies,
strategic transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may
deem relevant to their investment in the Issuer. The Reporting Persons expect that they will, from time to time, review their investment
position, with or without the assistance of legal and/or financial advisors, in the Issuer, and may, depending on the Issuer’s performance,
other market conditions and such other matters as the Reporting Persons may deem relevant, increase or decrease their investment position
in the Issuer’s Common Stock and/or invest in the loans or debt or other securities of the Issuer. In addition, the Reporting Persons
may, from time to time, purchase Common Stock or loans or debt or other securities of the Issuer either in the open market or in privately
negotiated transactions, depending upon the Reporting Persons’ evaluation of the Issuer’s business, prospects and financial
condition, the market for the Common Stock or loans or debt or other securities, other opportunities available to the Reporting Persons,
general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons
may also decide to hold or dispose of all or part of their investments in the Issuer and/or enter into derivative transactions with institutional
counterparties with respect to the Issuer’s securities, including the Common Stock. Any of
these actions, if effected, could result in the occurrence of any of the matters identified in Items 4(a)–(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
The information contained on the cover pages of this Schedule
13D is incorporated herein by reference.
As of the date hereof, (i) Searchlight IV KOR beneficially owns
the shares of Common Stock issuable upon exercise of the Warrant reported herein, (ii) Searchlight IV GP AGG, because of its position
as the general partner of Searchlight IV KOR, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own the shares of
Common Stock issuable upon exercise of the Warrant reported herein, (iii) Searchlight IV GP LP, because of its position as the sole
member of Searchlight IV GP AGG, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own the shares of Common Stock
issuable upon exercise of the Warrant reported herein, and (iv) Searchlight IV GP, because of its position as the general partner
of Searchlight IV GP LP, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own the shares of Common Stock issuable
upon exercise of the Warrant reported herein.
With respect to the shares of Common Stock issuable upon exercise of
the Warrant reported herein, each of Searchlight IV KOR, Searchlight IV GP AGG, Searchlight IV GP LP, and Searchlight IV GP may be deemed
to have sole voting and dispositive power or the sole power to direct the vote and disposition of the number of shares of Common Stock
which such Reporting Person may be deemed to beneficially own as set forth herein.
Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission by any of Searchlight IV GP AGG, Searchlight IV GP LP, Searchlight IV GP, or the Members that it
is the beneficial owner of any of the shares of Common Stock referred to herein for the purposes of Section 13(d) of the Act,
or for any other purpose, and, except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each
of Searchlight IV GP AGG, Searchlight IV GP LP, Searchlight IV GP, and the Members.
(c) The information set forth in Item 3 above is incorporated
by reference into this Item 5(c).
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The information set forth in Items 3, 4 and 5 hereof is hereby incorporated
by reference into this Item 6.
The Investment Agreement
Each of the Issuer and Searchlight IV KOR made certain representations
and warranties and agreed to certain covenants in the Investment Agreement, including, among other things, covenants of the Issuer to
(i) provide certain information and access rights to Searchlight IV KOR, (ii) preserve, renew and maintain in full force and
effect its legal existence under the laws of the jurisdiction of its organization or incorporation and take all reasonable action to maintain
all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except where failure
to do so would not reasonably be expected to have a Material Adverse Effect (as defined in the credit agreement, dated as of November 9,
2023, by and among the KORE Wireless Group, Inc., Maple Intermediate Holdings Inc., Whitehorse Capital Management, LLC, as Administrative
Agent and Collateral Agent, UBS Securities LLC, as Joint Lead Arranger and Bookrunner, and each lender from time to time party thereto),
(iii) maintain, preserve and protect all material tangible properties and equipment necessary in the operation of its business in
good working order, and make all necessary repairs, renewals, replacements, modifications, improvements, upgrades, extensions and additions
thereof or thereto in accordance with prudent industry practice, except if the failure to do so would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, (iv) maintain, with financially sound and reputable insurance companies,
insurance with respect to its properties and business against loss or damage of the kind, type and amount as customarily carried under
similar circumstances, (v) comply with the requirements of all of the laws, orders, writs, injunctions, decrees and judgments applicable
to it or its business, except if the failure to comply therewith would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, (vi) maintain proper books of record and account, in which entries are full, true and correct in
all material respects and in a manner to allow financial statements to be prepared in conformity with GAAP, (vii) pay and discharge,
or otherwise satisfy all taxes imposed upon it or its income or profits, or upon any properties belonging to it, in each case on a timely
basis, subject to certain permitted exceptions or which would not reasonably be expected, individually or in the aggregate, to constitute
a Material Adverse Effect, and (viii) engage only in material lines of business substantially similar to those lines of business
conducted by the Issuer and its subsidiaries as of the Initial Closing Date.
Following the Initial Closing Date, the Investment Agreement may be
terminated by the mutual written consent of both parties.
Standstill
Until the earlier of (i) the date of a Fall-Away of Investor Board
Rights and (ii) the third anniversary of the Initial Closing Date, without the prior written approval of the Board, Searchlight IV
KOR will not, directly or indirectly, and will cause its affiliates acting at its direction not to, (a) acquire any equity securities
of the Issuer (excluding any issuances by the Issuer to a Searchlight Director as compensation for his or her membership on the Board
and its committees, any issuances by the Issuer of shares pursuant to the exercise of the Warrant or the Additional Warrants, or issuances
pursuant to the Additional Investment), (b) make or participate in any “solicitation”
of “proxies” (as such terms are used in the rules of the SEC) with respect to, or seek to advise or influence any person
with respect to the voting of, any voting securities of the Issuer, (c) call or seek to call a meeting of the Issuer’s stockholders
or seek the removal of a director from the Board (other than with respect to a Searchlight Director or as otherwise contemplated by the
Investor Rights Agreement), (d) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of
the Act) with respect to any voting securities of the Issuer, except for any group constituting solely of Searchlight KOR IV and its permitted
transferees or a group with beneficial ownership under 20% of the outstanding shares of Common Stock (taking into account, on a fully
as-exercised basis, any shares of Common Stock underlying the Warrant or the Additional Warrants), or (e) take any action that would
require or would reasonably be expected to require the Issuer to make a public announcement regarding the possibility of any of the foregoing
transactions or events.
The foregoing does not (i) limit
any actions taken by a Searchlight Director, or the ability of a Searchlight Director to vote or otherwise exercise his or her legal duties,
in each case in his or her capacity as a member of the Board or its committees, (ii) limit the ability of Searchlight KOR IV or any
of its affiliates to comply with applicable law, including making any disclosure required by applicable law, or (iii) prevent or
impair the ability of Searchlight KOR IV or any of its affiliates to (x) vote its securities of the Issuer (subject to compliance
with the voting commitment described below) or exercise any of its rights pursuant to the Investment Agreement, the Investor Rights Agreement,
the terms of the Series A-1 Preferred Stock, the Warrants or the Additional Warrants, (y) acquire, or agree to acquire, equity
securities of the Issuer that would result in Searchlight KOR IV, together with its affiliates, beneficially owning shares of Common Stock
representing up to 20% of the outstanding shares of Common Stock (taking into account, on a fully as-exercised basis, any shares of Common
Stock underlying the Warrant or the Additional Warrants) or (z) acquire or agree to acquire, by purchase or otherwise, debt securities
of the Issuer or its subsidiaries. In addition, if the Issuer or any of its subsidiaries commences a process to explore a potential transaction
that would reasonably be expected to result in a Change of Control (as defined in the Investment Agreement) of the Issuer, Searchlight
KOR IV must be given reasonable advance notice and an opportunity to participate in such process on a confidential basis and the foregoing
restrictions will not apply with respect thereto.
Transfer Restrictions
Searchlight IV KOR will not be permitted to transfer any of the shares
of A-1 Preferred Stock purchased under the Investment Agreement until November 15, 2026, the third anniversary of the Initial Closing
Date, except for certain permitted transfers as described below.
Searchlight IV KOR will not be permitted to
transfer the Warrant, any Additional Warrants or the shares underlying the Warrant or any Additional Warrants until the earlier of (x) November 15,
2025, the second anniversary of the Initial Closing Date, or (y) the date the Issuer redeems or repurchases all of the shares of
the Series A-1 Preferred Stock and Series A-2 Preferred Stock (as defined in the Investment Agreement) held by Searchlight IV
KOR and its permitted transferees, except for certain permitted transfers as described below.
Notwithstanding the foregoing, each of Searchlight
IV KOR and its permitted transferees may transfer all or any portion of their Series A-1 Preferred Stock, Warrants, Additional Warrants
or shares underlying the Warrant or any Additional Warrants, at any time (i) to any permitted transferees, (ii) pursuant to
a merger, consolidation or other business combination involving the Issuer, (iii) pursuant to a tender offer or exchange offer for
the Issuer’s equity securities, (iv) in connection with any swap, hedge or similar agreement, (v) in the form of a sale
to a third party for cash solely to the extent that the net proceeds of such sale are solely used to satisfy a margin call or to repay
certain permitted loans, or in connection with any permitted loan or any foreclosure, disposition, sale or the exercise of any rights
or remedies in connection therewith, (vi) in connection with distributions to holders of equity or profits interests in Searchlight
IV KOR or the applicable permitted transferee, (vii) to the Issuer or its subsidiaries, (viii) pursuant to a net exercise of
the Warrant or the Additional Warrants, in the case of shares underlying the Warrant or any Additional Warrants, (ix) in connection
with any transaction in which all holders of Common Stock are offered terms substantially similar to those given to Searchlight IV KOR
and its permitted transferees or otherwise have the opportunity to participate in the transaction on a pro rata basis and are entitled
to receive consideration of equal market value and (x) in the form of mortgages, hypothecations and/or pledges in respect of permitted
loans.
The
Issuer shall reasonably cooperate with Searchlight IV KOR and its permitted transferees to
facilitate transfers of any securities not prohibited by the foregoing transfer restrictions, including providing reasonable diligence
materials and access to management of the Issuer to potential transferees during normal business hours, subject to reasonable confidentiality
agreements without any requirement to cleanse information shared pursuant to such confidentiality agreements.
Voting Commitment
For so long as Searchlight IV KOR has a Searchlight Director serving
on the Board, it is required to vote all shares of Common Stock beneficially owned by it in favor of each of the directors nominated by
the Board for election.
The Warrant
The Warrant is exercisable at any time and
from time to time until prior to the close of business on the 10th anniversary of the issuance of the Warrant (subject to extension in
limited circumstances). The Warrant includes customary anti-dilution adjustments, including, among others, for stock splits, reclassifications,
combinations, dilutive issuances and dividends or distributions made by the Issuer on the Common Stock. The Warrant is exercisable on
a cash or net settlement basis. The Warrant, and any Additional Warrants issued after the Initial Closing Date, will expire 10 years after
the applicable date of issuance, except as otherwise provided therein.
Investor Rights Agreement
Pursuant to the Investor Rights Agreement, until a Fall-Away of Investor
Board Rights, Searchlight IV KOR will be entitled to appoint two Searchlight Directors, and, as long as Searchlight IV KOR is entitled
to designate a Searchlight Director and has designated a Searchlight Director who qualifies as “independent” pursuant to the
listing standards of the national exchange upon which the Common Stock is trading, the Issuer will take all necessary action such that
a Searchlight Director serves on each of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board.
Pursuant to the Investor Rights Agreement, Searchlight IV KOR will have customary shelf registration rights, underwritten shelf takedown
rights and piggyback registration rights with respect to the shares of Common Stock (including shares underlying the Warrant or any Additional
Warrants) that it holds subject to, in the case of underwritten offerings, certain minimum thresholds, lock-up restrictions and commitments
regarding underwriters’ cutbacks.
Certificates of Designations for Series A-1 Preferred Stock
and Series A-2 Preferred Stock
The rights, preferences, privileges, qualifications, restrictions and
limitations of the shares of Series A-1 Preferred Stock are set forth in a Certificate of Designations (the “Series A-1
Certificate”). Under the Series A-1 Certificate, dividends on each share of Series A-1 Preferred Stock will accrue daily
on the Preference Amount (as defined below) at a rate of 13% per annum, with an increase to 15% per annum if the Issuer fails to redeem
all of the outstanding shares on the 10th anniversary of issuance (the “Mandatory Redemption Date”). Dividends on the shares
of Series A-1 Preferred Stock are payable quarterly in arrears, either in cash or through an accrual of unpaid dividends (“Accrued
Dividends”), at the Issuer’s option.
The Series A-1 Preferred Stock will rank senior to the Common
Stock and each other class or series of capital stock the terms of which do not expressly provide that such class or series ranks on a
parity basis with or senior to the Series A-1 Preferred Stock as to dividend rights, rights on the distribution of assets on any
voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Issuer or redemption rights.
At any time on or
before the first anniversary of the Initial Closing Date, the Issuer may redeem all (but not less than all) of the
Series A-1 Preferred Stock in cash at a price equal to 104.0% of the sum of (i) the original liquidation preference
of $1,000 per share of Series A-1 Preferred Stock plus (ii) any Accrued Dividends ((i) and (ii), collectively,
the “Preference Amount”) plus (iii) accrued and unpaid distributions as of the redemption date. Any time
after the first anniversary of the Initial Closing Date but on or prior to the second anniversary of the Initial Closing Date,
the Issuer may redeem all (but not less than all) of the Series A-1 Preferred Stock in cash at a price equal
to 102.0% of (i) the Preference Amount plus (ii) accrued and unpaid distributions as of the redemption date. Any
time after the second anniversary of the Initial Closing Date but on or prior to the third anniversary of the Initial Closing Date,
the Issuer may redeem all (but not less than all) of the Series A-1 Preferred Stock in cash at a price equal to 101.0% of
(i) the Preference Amount plus (ii) accrued and unpaid distributions as of the redemption date. Any time after the
third anniversary of the Initial Closing Date, the Issuer may redeem all (but not less than
all) of the Series A-1 Preferred Stock in cash at a price equal to (i) the Preference Amount, plus
(ii) accrued and unpaid distributions as of the redemption date. The foregoing redemptions are referred to as an
“Optional Redemption.”
If (i) a Change of Control (as defined
in the Series A-1 Certificate) occurs, the Issuer shall have the option to redeem, and the holders of Series A-1 Preferred
Stock may elect to have redeemed, in whole or in part, shares of Series A-1 Preferred Stock, or (ii) a Bankruptcy Triggering
Event (as defined in the Series A-1 Certificate) occurs, the Issuer shall redeem all of the Series A-1 Preferred Stock,
in each case of (i) or (ii), by paying the redemption price payable on an Optional Redemption as of the date of such redemption.
The Series A-1 Preferred Stock is
mandatorily redeemable on the Mandatory Redemption Date, at a price per share of Series A-1 Preferred Stock equal to the Preference
Amount plus accrued and unpaid distributions as of the Mandatory Redemption Date.
Following the second anniversary of the Initial
Closing Date, if there is a redemption resulting from a Change of Control (as defined in the Series A-1 Certificate) or an Optional
Redemption, the Issuer must pay to the holders of Series A-1 Preferred Stock an Incremental Amount (as defined in the Series A-1 Certificate)
in cash under certain circumstances, and in accordance with the formula, set forth in the Series A-1 Certificate.
The Series A-1 Certificate also provides that, upon any transfer
of a share of Series A-1 Preferred Stock to any person other than a Permitted Transferee (as defined in the Series A-1 Certificate)
of the applicable holder thereof, such share of Series A-1 Preferred Stock shall automatically convert into one share of Series A-2
Preferred Stock of the Issuer, par value of $0.0001 (the “Series A-2 Preferred Stock”). The terms of the Series A-2
Preferred Stock, as set forth in the certificate of designations designating the Series A-2 Preferred Stock (the “Series A-2
Certificate” and, together with the Series A-1 Certificate, the “Certificates of Designations”), are identical
to the terms of the Series A-1 Preferred Stock in all material respects except that the payment of the Incremental Amount and conversion
described in the preceding sentence does not apply to the Series A-2 Preferred Stock.
The Series A-1 Preferred Stock is not convertible into Common
Stock.
Each holder of Series A-1 Preferred Stock will have one vote
per share on any matter on which holders of Series A-1 Preferred are entitled to vote (as described below), whether
at a meeting or by written consent. The holders of shares of Series A-1 Preferred Stock do not otherwise have any
voting rights, except as required by applicable law.
The vote or consent of the holders of at least a majority of the shares
of Series A-1 Preferred Stock and Series A-2 Preferred Stock outstanding at such time, voting together as a single
class, is required in order for the Issuer to (i) amend, alter or repeal any provision of (x) its Amended and Restated Certificate
of Incorporation (excluding the Certificates of Designations) or Bylaws in a manner that would materially and adversely affect the rights,
preferences, privileges or powers of the Series A-1 Preferred Stock or Series A-2 Preferred Stock, as applicable,
or (y) the Certificates of Designations, (ii) authorize or issue any capital stock ranking senior or pari passu to
the Series A-1 Preferred Stock or the Series A-2 Preferred Stock, (iii) incur, assume or guarantee any indebtedness,
subject to the exceptions set forth therein, and (iv) declare, pay or set aside any dividend on, or make any distribution with respect
to, or redeem, purchase or make a liquidation payment relating to, any capital stock ranking pari passu or junior to
the Series A-1 Preferred Stock and Series A-2 Preferred Stock, subject to the exceptions set forth therein.
In addition, the vote or consent of the holders of at least a majority
of the shares of Series A-1 Preferred Stock outstanding at such time, voting together as a single class, is required in order
for the Issuer to amend, alter or repeal any provision of the Amended and Restated Certificate of Incorporation (including the Certificates
of Designations) or Bylaws of the Issuer in a manner that would materially and adversely affect the rights, preferences, privileges or
powers of the Series A-1 Preferred Stock compared to those of the Series A-2 Preferred Stock.
The foregoing descriptions of the Investment Agreement, the Investor
Rights Agreement, the Warrant, the Series A-1 Certificate and the Series A-2 Certificate are not complete and are qualified
in their entirety by reference to the full text of such agreements, which are attached to this report as Exhibits 2, 3, 4, 5 and 6 and
are incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
The following are filed herewith as Exhibits to this Schedule 13D:
Exhibit 1 |
Joint Filing Agreement, as required by Rule 13d-1(k)(1) under the Act (filed herewith). |
Exhibit 2 |
Investment Agreement, dated as of November 9, 2023, by and between the Issuer and Searchlight IV KOR (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on November 9, 2023). |
Exhibit 3 |
Warrant, dated as of November 15, 2023, issued by the Issuer to Searchlight IV KOR (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on November 16, 2023). |
Exhibit 4 |
Amended and Restated Investor Rights Agreement, dated as of November 15, 2023, by and among the Issuer, Searchlight IV KOR and certain stockholders of the Issuer (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on November 16, 2023). |
Exhibit 5 |
Certificate of Designations of Series A-1 Preferred Stock (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on November 16, 2023). |
Exhibit 6 |
Certificate of Designations of Series A-2 Preferred Stock (incorporated by reference to Exhibit 3.2 to the Issuer’s Current Report on Form 8-K filed on November 16, 2023). |
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: November 20, 2023.
|
SEARCHLIGHT IV KOR, L.P.
By: Searchlight Capital Partners IV GP AGG, LLC, its General Partner |
|
|
|
|
By: |
/s/ Andrew Frey |
|
Name: |
Andrew Frey |
|
Title: |
Authorized Person |
|
|
|
SEARCHLIGHT CAPITAL PARTNERS IV GP AGG, LLC |
|
|
|
|
By: |
/s/ Andrew Frey |
|
Name: |
Andrew Frey |
|
Title: |
Authorized Person |
|
|
|
|
SEARCHLIGHT CAPITAL PARTNERS IV GP, L.P.
By: Searchlight Capital Partners IV GP, LLC, its General Partner |
|
|
|
|
By: |
/s/ Andrew Frey |
|
Name: |
Andrew Frey |
|
Title: |
Authorized Person |
|
|
|
|
SEARCHLIGHT CAPITAL PARTNERS IV GP, LLC |
|
|
|
|
By: |
/s/ Andrew Frey |
|
Name: |
Andrew Frey |
|
Title: |
Authorized Person |
ANNEX A
Members of Searchlight Capital Partners IV GP,
LLC
Name and Occupation | |
Business Address | |
Citizenship |
Oliver Haarmann Founding Partner, Searchlight Capital Partners, L.P. | |
15 Golden Square, 2nd Floor London W1F 9JG United Kingdom
| |
German |
| |
| |
|
Erol Uzumeri Founding Partner, Searchlight Capital Partners, L.P. | |
22 Adelaide Street West, 35th Floor Bay-Adelaide Centre Toronto, ON M5H 4E3 Canada | |
Canadian |
| |
| |
|
Eric Zinterhofer Founding Partner, Searchlight Capital Partners, L.P. | |
745 Fifth Avenue, 27th Floor New York, NY 10151 United States | |
American |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)(1)
The undersigned acknowledge and agree that the
foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement
on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning
the other entities or persons, except to the extent that it knows or has reason to believe that such information is accurate.
Dated: November 20, 2023
|
SEARCHLIGHT IV KOR, L.P.
By: Searchlight Capital Partners IV GP AGG, LLC, its General Partner |
|
|
|
|
By: |
/s/ Andrew Frey |
|
Name: |
Andrew Frey |
|
Title: |
Authorized Person |
|
|
|
SEARCHLIGHT CAPITAL PARTNERS IV GP AGG, LLC |
|
|
|
|
By: |
/s/ Andrew Frey |
|
Name: |
Andrew Frey |
|
Title: |
Authorized Person |
|
|
|
|
SEARCHLIGHT CAPITAL PARTNERS IV GP, L.P.
By: Searchlight Capital Partners IV GP, LLC, its General Partner |
|
|
|
|
By: |
/s/ Andrew Frey |
|
Name: |
Andrew Frey |
|
Title: |
Authorized Person |
|
|
|
|
SEARCHLIGHT CAPITAL PARTNERS IV GP, LLC |
|
|
|
|
By: |
/s/ Andrew Frey |
|
Name: |
Andrew Frey |
|
Title: |
Authorized Person |
KORE (NYSE:KORE)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
KORE (NYSE:KORE)
Historical Stock Chart
Von Jun 2023 bis Jun 2024