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Get filing alertsSoundHound AI to acquire LivePerson for ~$304M in stock, converting debt into equity
Filed April 21, 2026 · Period ending April 21, 2026 · ~1 min read
Key Changes
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SoundHound will issue approximately $304M in stock to acquire LivePerson and restructure its secured debt—potentially 25-43M new shares depending on stock price ($7-$12 collar), representing massive dilution to existing shareholders.
Item 1.01: Merger Agreement verify on EDGAR → -
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The merger is contingent on converting LivePerson's debt into SoundHound shares: $178M to first lien noteholders and $83M to second lien holders, plus cash payments. If debt restructuring fails, the deal terminates.
Item 1.01: Notes Restructuring verify on EDGAR → -
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SoundHound can substitute cash for stock consideration to debt holders (up to 50% if stock exceeds $12), which would reduce dilution but require significant cash outlay of up to $261M.
Item 1.01: Cash Substitution verify on EDGAR → -
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LivePerson must pay $5M termination fee plus expenses if its board withdraws recommendation, accepts superior offer, or if debt restructuring fails. Deal must close by October 21, 2026 (extendable to December 5).
Item 1.01: Termination Terms verify on EDGAR → -
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Transaction requires LivePerson shareholder approval, regulatory clearance, and Form S-4 registration. Multiple execution risks disclosed including integration difficulties and potential customer loss.
Item 8.01: Transaction Risks view on EDGAR →
Summary
SoundHound AI announced a transformative but highly dilutive acquisition of LivePerson, a conversational AI company, for approximately $304 million—paid entirely in SoundHound stock. The deal's unusual structure requires converting LivePerson's $261 million in secured debt into SoundHound shares as a closing condition, with LivePerson equity holders receiving an additional $42.8 million in stock.
Depending on where SoundHound's stock trades at closing (capped between $7-$12), the company could issue 25-43 million new shares, representing significant dilution to current shareholders. Retail investors should understand this is essentially SoundHound assuming LivePerson's debt obligations through equity issuance rather than a traditional cash acquisition.
The company does have flexibility to pay cash instead of stock to debt holders (reducing dilution but requiring substantial cash), suggesting management may preserve equity value if the stock price is strong. The deal's complexity and debt-contingent structure create execution risk—if the debt restructuring fails, the entire merger terminates. Watch for the Form S-4 filing in coming weeks, which will detail LivePerson's financials, the strategic rationale, and pro forma ownership percentages. Pay close attention to whether SoundHound exercises its cash substitution option, as this will signal management's confidence in the stock and willingness to preserve shareholder value versus conserving cash.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
each holder of First Lien Secured Notes has agreed to accept, in full and complete satisfaction of all obligations of LivePerson to such holder, (a) a number of shares of Company Common Stock equal to the quotient of (i) $178,007,733.68 (the “First Lien Holder Aggregate Consideration Amount”), divided by (ii) the Company Closing Stock Price ... each holder of Second Lien Secured Notes has agreed to accept, in full and complete satisfaction of all obligations of LivePerson to such holder, such holder’s pro rata portion of (a) a number of shares of Company Common Stock equal to the quotient of (i) $83,207,733.68 (the “Second Lien Holder Aggregate Consideration Amount”), divided by (ii) the Company Closing Stock Price
The total stock consideration is approximately $304M ($178M + $83.2M + $42.8M), all payable in SoundHound shares. At the $7-$12 price collar, this represents 25.3M to 43.4M new shares issued. This is highly dilutive to existing SoundHound shareholders and represents the company taking on LivePerson's debt obligations through equity issuance.
Event · Item 3.02 — Unregistered Sales of Equity Securities
SoundHound AI disclosed unregistered sales of equity securities related to a Notes Restructuring Agreement.
Added in current filing · verify on EDGAR →
Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 under the header “The Notes Restructuring Agreement” of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The company disclosed unregistered sales of equity securities in connection with a Notes Restructuring Agreement. The specific details are cross-referenced to Item 1.01 of the same 8-K filing, which is not included in the provided text. This typically indicates equity was issued to noteholders as part of a debt restructuring transaction.
Event · Item 7.01 — Regulation FD Disclosure
SoundHound AI announced execution of a merger agreement to acquire LivePerson and a notes restructuring agreement.
Added in current filing · verify on EDGAR →
On April 21, 2026, the Company and LivePerson issued a joint press release announcing execution of the Merger Agreement and the Notes Restructuring Agreement.
SoundHound AI and LivePerson have executed a definitive merger agreement under which SoundHound will acquire LivePerson. The transaction also involves a notes restructuring agreement. The merger requires LivePerson stockholder approval and regulatory approvals before closing.
Added in current filing · verify on EDGAR →
In connection with the proposed transaction, the Company intends to file with the SEC a registration statement on Form S-4 (the “Form S-4”) that will include a proxy statement of LivePerson and that will also constitute a prospectus of the Company with respect to the shares of the Company common stock to be issued in the proposed transaction
SoundHound will issue shares of its common stock as consideration in the merger. The company will file a Form S-4 registration statement with the SEC, which will include a proxy statement for LivePerson shareholders to vote on the transaction.
Added in current filing · verify on EDGAR →
These statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated in these statements as a result of a number of factors, including, but not limited to: (a) the risk that the transactions described herein will not be completed or will not provide the expected benefits; (b) the failure to timely or at all obtain LivePerson stockholder approval for the Merger; (c) the inability to obtain required regulatory approvals for the Merger
The company disclosed multiple material risks to the transaction including potential failure to obtain LivePerson stockholder approval, regulatory approvals, integration difficulties, customer loss, unforeseen liabilities, and the possibility that the transaction may not close at all.
Event · Item 9.01 — Financial Statements and Exhibits
SoundHound AI announced acquisition of LivePerson via merger agreement and notes restructuring, both dated April 21, 2026.
Added in current filing · verify on EDGAR →
Merger Agreement, dated as of April 21, 2026, by and among SoundHound AI, Inc., Lightspeed Merger Sub Inc. and LivePerson, Inc.
SoundHound AI has entered into a definitive merger agreement to acquire LivePerson, Inc. through a merger subsidiary named Lightspeed Merger Sub Inc. The merger agreement was executed on April 21, 2026. This represents a significant acquisition that will expand SoundHound's business operations.
Added in current filing · verify on EDGAR →
Notes Restructuring Agreement, dated as of April 21, 2026, by and among SoundHound AI, Inc., LivePerson, Inc. and each holder of LivePerson’s Second Lien Senior Subordinated Secured Notes due 2029.
Concurrent with the merger agreement, SoundHound has entered into a notes restructuring agreement with LivePerson and the holders of LivePerson's second lien senior subordinated secured notes due 2029. This restructuring is likely a condition or component of the acquisition, addressing LivePerson's existing debt obligations.
Added in current filing · verify on EDGAR →
Joint Press Release of SoundHound AI, Inc. and LivePerson, Inc., dated April 21, 2026.
Both companies issued a joint press release on April 21, 2026 to publicly announce the transaction. The press release would contain additional details about the merger terms, strategic rationale, and expected timing.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify