Key points
- Deal expected to close September 4
- Merger approved by 6.34 million votes to 134,018
- Noteholders take $261M of SoundHound stock
- Shareholders take $43M
LivePerson (LPSN) shareholders approved the company's acquisition by SoundHound AI (SOUN) at a September 2 special meeting. Both companies said the transaction is expected to close on September 4.
The final tally was 6,339,066 shares in favor, 134,018 against and 19,874 abstaining, according to LivePerson's Form 8-K. LivePerson did not put the adjournment proposal to a vote, and said final certified results will follow in a later filing. Shareholder approval cleared the final outstanding condition apart from those to be completed at closing.
What do LivePerson shareholders receive?
Each LivePerson share converts into 0.4673 shares of SoundHound Class A common stock, the two companies disclosed on September 2. SoundHound traded at $6.78 around 10:12 a.m. Eastern on September 3, which puts the stock going to each LivePerson share at about $3.17. LivePerson traded at $3.17 at the same time, up 2.1 percent from its prior close of $3.10.
A separate figure of $3.31 a share in cash applies only to LivePerson shares held through the Tel Aviv Stock Exchange Clearing House, which the merger agreement calls TASE Shares. Those holders are cashed out in the second merger rather than receiving SoundHound stock, and the total cash for them is capped at $7.5 million. The two numbers are alternatives for two different groups of holders, not a combined payment.
Why do noteholders get most of the stock?
When the notes restructuring agreement was signed, LivePerson had about $221.9 million in aggregate principal amount of First Lien Secured Notes due 2029 and near $120.8 million of Second Lien Secured Notes due 2029, according to the proxy statement and prospectus. The restructuring will extinguish those notes at closing, primarily with SoundHound stock.
| Recipient | Stock consideration | Share of total |
|---|
| First Lien Noteholder | $178,007,734 | 59% |
| Second Lien Noteholders | $83,207,734 | 27% |
| LivePerson equityholders | $42,784,533 | 14% |
| Total | $304,000,000 | 100% |
The pools are fixed in dollars, and the share counts come out of a pricing formula rather than a ratio agreed up front. Each pool is divided by a volume-weighted average price for SoundHound stock measured before closing, and that price carries a collar: an average above $12.00 a share is treated as $12.00, and one below $7.00 is treated as $7.00. The 0.4673 figure is what that formula produced for the equity pool. Both companies confirmed it on September 2, so the ratio LivePerson holders receive is now set and will not move with SoundHound's price between now and closing.
Using the $7.00 floor, the $304 million consideration works out to about 43.4 million new SoundHound shares. The issuance is equal to 9.8 percent of the 444.1 million shares SoundHound had outstanding beforehand and about 8.9 percent of the enlarged share count afterward. SoundHound's price on Thursday morning sat below that floor.
Without the notes restructuring agreement, the proxy says, "there would be no value available to distribute to LivePerson stockholders whatsoever." It also says the secured holders are receiving consideration "with a value substantially below the aggregate par value, accrued interest, and applicable make-whole and redemption premia which they would otherwise be contractually entitled to receive at closing."
The shares going to the noteholders are being issued without registration, under the Section 4(a)(2) private placement exemption. SoundHound agreed to file a Form S-3 shelf registration statement to register those shares for resale, and to use reasonable best efforts to keep it effective.
Where the two stocks stand
SoundHound was flat on Thursday morning, against a 52-week high of $22.17 set on October 16, 2025 and a low of $5.65 on July 29, 2026. Its market value was $3.02 billion. LivePerson had 12.34 million shares outstanding, against a 52-week high of $15.15. The special meeting was first held on August 20 and adjourned with the merger proposal already carrying about 97 percent support among votes cast.
SoundHound reported second-quarter revenue of $61.9 million on August 5, up 45 percent. LivePerson's entire equity was worth $39.0 million on Thursday morning. Of the $304 million of stock SoundHound is issuing, 86 percent goes toward extinguishing the $342.7 million of secured notes rather than to LivePerson's shareholders.
