Press release

Pivotal Acquisition Corp. to Merge with KLDiscovery in a Transaction That Results in a Public Company Valued at $800 Million

Sponsored by Businesswire

Pivotal Acquisition Corp. (NYSE: PVT) (“Pivotal”), a public investment
vehicle, and KLDiscovery (“KLD” or the “Company”), a global provider of
electronic discovery and information governance services to Fortune 500
companies and top law firms, today announced that they have entered into
a definitive agreement in which KLD and Pivotal will merge. As a result
of the transaction, valued at approximately $800 million in enterprise
value, KLD will become a publicly listed company.

KLD provides software and services that help protect corporations from a
range of information governance, compliance and data issues. Its
electronic discovery tools and products, including information
governance, forensic collections, secure on-line hosting and advanced
analytics—all available through its proprietary private cloud based
solution called Nebula—can be deployed on the cloud, on premise, or
behind a client’s firewall. It is one of only a few providers that can
service complex cross-border matters in a manner compliant with data
privacy laws.

KLD’s management team, led by CEO Chris Weiler and CFO Dawn Wilson, will
continue to run KLD after the transaction. Dan Akerson, former CEO of
General Motors, will serve as Chairman of Pivotal’s Board of Directors
(the “Board”). Pivotal Chairman and CEO Jonathan Ledecky will remain on
the Board and serve as Vice Chairman. Kevin Griffin, President and CEO
of private investment firm MGG Investment Group and a director of
Pivotal, will also remain on the Board post-transaction.

“We are excited to combine Pivotal with KLD and have admired the success
and leadership position that CEO Chris Weiler and his team have
achieved,” said Jon Ledecky, Chairman and CEO of Pivotal. “Our
principals have enjoyed strong and long-standing relationships with both
The Carlyle Group and Revolution Growth and look forward to their
partnership in this transaction as we seek to assist KLD in its organic
and acquisition growth strategies.”

“We are excited to be merging with Pivotal and gain access to their
resources and expertise, which will help us in the next evolution of our
company,” said KLD President and CEO Chris Weiler, who brings over 30
years of experience serving clients across the electronic discovery
space. “Pivotal’s capital and public stock currency enables us to have
an optimized balance sheet and the ability to capitalize on the
consolidation of a fragmented industry valued at $21 billion in annual
revenue by IDC1. In partnership with Pivotal, we have the
opportunity to combine our organic growth platform with our ongoing
competency in completing strategic acquisitions of scale, as well as
smaller, highly accretive ‘tuck-in’ transactions.”

“Pivotal’s ability to provide KLD with a new capital structure following
the merger will enable the Company to have lower leverage and interest
expense, which will greatly increase cash flow and financial
flexibility,” said Will Darman, Managing Director with the U.S. Growth
Capital and the U.S. Equity Opportunity funds at The Carlyle Group. “We
believe that the incremental cash flow will be instrumental in driving
ongoing growth and creating value for the Company’s shareholders.”

Founded in 2005, KLD has become one of the leading global providers of
electronic discovery and data recovery services. The Company maintains
more than 40 offices in 20 countries and has a greater than 95% annual
customer retention rate. Its award-winning customer service is ranked
second out of 100 vendors to the legal community in aggregated surveys
conducted by American Lawyer Magazine.

Summary of Transaction

Under the terms of the proposed transaction, KLD will become a
subsidiary of Pivotal. The shareholders and management of KLD are
retaining 100% of their equity in the combined company. At closing, the
current shareholders of KLD and current shareholders of Pivotal will
hold approximately 56% and 44%, respectively, of the issued and
outstanding shares of the combined company assuming no stockholders of
Pivotal exercise their redemption rights.

At closing, the current shareholders of KLD will receive an aggregate of
34,800,000 shares of Pivotal common stock. They will also have the right
to receive up to 2,200,000 shares of Pivotal common stock if the
reported closing sale price of Pivotal’s common stock exceeds $13.50 per
share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations or other similar actions) for any 20 consecutive
trading days during the five-year period following the closing of the

The Boards of Directors of both Pivotal and KLD have unanimously
approved the proposed transaction. Completion of the transaction, which
is expected in the third quarter of 2019, is subject to approval by
Pivotal stockholders and other customary closing conditions.
Additionally, at closing, Pivotal is required to have at least
$175,000,000 available to it from any financing source, including from
its trust account created in connection with its initial public offering
and up to $50 million that may come from the forward purchase contract
entered into by Pivotal in connection with its IPO, after payment to
holders of Pivotal Class A common stock that seek redemption in
connection with the transactions and net of certain other expenses.

For additional information on the transaction, see Pivotal’s website at
and Pivotal’s Current Report on Form 8-K, which will be filed promptly
and which can be obtained on the Securities and Exchange Commission’s
website (

Cantor Fitzgerald and BTIG, LLC acted as capital markets and financial
advisors to Pivotal. Graubard Miller acted as legal advisor to Pivotal
and Latham & Watkins LLP acted as legal advisor to KLD.

Additional Information and Where to Find It

Pivotal intends to file a proxy statement, prospectus and other relevant
documents with the Securities and Exchange Commission (“SEC”) to be used
at its meeting of stockholders to approve the proposed transaction with
KLD. The proxy statement will be mailed to stockholders as of a record
date to be established for voting on the proposed business combination.
TRANSACTION. Investors and security holders will be able to obtain free
copies of the proxy statement, prospectus and other documents containing
important information about Pivotal and KLD once such documents are
filed with the SEC, through the website maintained by the SEC at
Copies of the documents filed with the SEC by Pivotal when and if
available, can be obtained free of charge on Pivotal’s website at
or by directing a written request to Pivotal Acquisition Corp., c/o
Graubard Miller, The Chrysler Building, 405 Lexington Avenue, 11th
Floor, New York, New York 10174.

Participants in the Solicitation

Pivotal and KLD and their respective directors and executive officers,
under SEC rules, may be deemed to be participants in the solicitation of
proxies of Pivotal’s stockholders in connection with the proposed
transaction. Investors and security holders may obtain more detailed
information regarding the names and interests in the proposed
transaction of Pivotal’s directors and officers in Pivotal’s filings
with the SEC, including Pivotal’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, which was filed with the SEC on
April 1, 2019. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to
Pivotal’s stockholders in connection with the proposed business
combination will be set forth in the Registration Statement for the
proposed business combination when available. Additional information
regarding the interests of participants in the solicitation of proxies
in connection with the proposed business combination will be included in
the Registration Statement that Pivotal intends to file with the SEC.

No Offer or Solicitation

This communication shall neither constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which the offer, solicitation
or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction.

Conference Call Scheduled

Pivotal will host a conference call to discuss the proposed business
combination with the investment community on Tuesday, May 21, 2019, at
11:00 AM EDT. Investors may listen to the conference call by dialing
(844) 730-1968 toll-free in the U.S. or (614) 335-7546 internationally.
Please use the conference identification 5359788. The presentation
slides will be available at
A replay will also be available two hours after the call. To access a
replay of the conference call, investors can dial (800) 585-8367
toll-free in the U.S. or (404) 537-3406 internationally and provide the
replay code 5359788.

About KLD

KLDiscovery provides technology-enabled services and software to help
law firms, corporations, government agencies and consumers solve complex
data challenges. The company, with more than 40 offices across 20
countries, is a global leader in delivering best-in-class eDiscovery,
information governance and data recovery solutions to support the
litigation, regulatory compliance, internal investigation and data
recovery and management needs of its clients. KLDiscovery offers data
collection and forensic investigation, early case assessment, electronic
discovery and data processing, application software and data hosting for
web-based document reviews, and managed document review services. In
addition, through its global Ontrack Data Recovery business, KLDiscovery
delivers world-class data 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 recognized as a 2014 Ernst & Young Entrepreneur of
the Year™. Additionally, KLDiscovery is an Orange-level Relativity Best
in Service Partner, a Relativity Premium Hosting Partner and maintains
ISO/IEC 27001 Certified data centers. For more information, please email
or visit

About Pivotal Acquisition Corp.

Pivotal Acquisition Corp. is a blank check company organized for the
purpose of effecting a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization, or other similar business
combination with one or more businesses or entities. Pivotal’s
securities are quoted on the New York Stock Exchange under the ticker
symbols PVT, PVT WS and PVT.U. For more information, visit

Forward Looking Statements

This press release includes “forward looking statements” within the
meaning of the “safe harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995. When used in this press
release, the words “estimates,” “projected,” “expects,” “anticipates,”
“forecasts,” “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
Pivotal’s or KLD’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: the inability to complete the
transactions contemplated by the proposed business combination; the
inability to recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things, the amount of
cash available following any redemptions by Pivotal stockholders; the
ability to meet the NYSE’s listing standards following the consummation
of the transactions contemplated by the proposed business combination;
costs related to the proposed business combination; KLD’s ability to
execute on its plans to develop and market new products and the timing
of these development programs; KLD’s estimates of the size of the
markets for its solutions; the rate and degree of market acceptance of
KLD’s solutions; the success of other competing technologies that may
become available; KLD’s ability to identify and integrate acquisitions;
the performance and security of KLD’s services; potential litigation
involving Pivotal or KLD; and general economic and market conditions
impacting demand for KLD’s services. Other factors include the
possibility that the proposed transaction does not close, including due
to the failure to receive required security holder approvals, or the
failure of other closing conditions. Neither Pivotal nor KLD undertake
any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.

Group Report (March 2018)