LivePerson Set to Become SoundHound Subsidiary in $261M Debt‑Swap Merger

TL;DR: LivePerson shareholders will receive SoundHound Class A shares based on a volume‑weighted average price with a $7‑$12 collar, adjusted for cash and in‑the‑money options. Holders of LivePerson’s first‑ and second‑lien notes will get roughly $261 million in SoundHound stock plus cash, with limited stock‑for‑cash swaps. Both agreements were signed and became effective on April 21 2026.

LivePerson Inc. (ticker: LPSN) provides AI‑driven customer engagement software, while SoundHound AI Inc. (ticker: SOUN) offers voice‑enabled conversational AI platforms. As of the announcement, SoundHound’s market capitalization stood at about $1.2 billion and LivePerson’s at roughly $800 million. SoundHound shares rose 4% in pre‑market trading on the news, whereas LivePerson shares slipped 2%.

Under the merger agreement, LivePerson will become an indirect wholly owned subsidiary of SoundHound through a stock‑for‑stock exchange. The exchange ratio ties LivePerson shares to SoundHound Class A shares using a 30‑day volume‑weighted average price (VWAP) subject to a price collar of $7 to $12 per share, with adjustments for cash on hand and any in‑the‑money employee options. Simultaneously, the note restructuring agreement allocates approximately $261 million of SoundHound equity and cash to satisfy LivePerson’s first‑ and second‑lien secured notes; noteholders may exchange a limited portion of the stock for cash but cannot opt for a full cash settlement.

The transaction consolidates SoundHound’s voice AI capabilities with LivePerson’s chat‑centric engagement suite, aiming to create a unified conversational AI platform. For LivePerson equity holders, the collar limits downside while preserving upside if SoundHound’s price stays above $7; noteholders receive a mix of stock and cash that reduces immediate debt pressure while giving them exposure to SoundHound’s equity. Market reaction suggests investors view the deal as mildly positive for SoundHound and slightly dilutive for LivePerson in the short term, and the combined entity would have a pro‑forma enterprise value near $2 billion, placing it among the mid‑tier players in the AI‑driven customer experience space.

LivePerson’s shareholder vote is scheduled for mid‑May 2026, with antitrust reviews also pending. The final closing date remains set for October 21 2026, extendable to December 5 2026, and will determine whether the merger and note restructuring are consummated as planned.