i3 Verticals, Inc. Announces Closing of Exchangeable Notes Offering and Amendment of Credit Facility
i3 Verticals, Inc. (Nasdaq: IIIV) (the “Company”) announced today that i3 Verticals, LLC (the “Issuer”), a subsidiary of the Company, has closed its offering of $138 million aggregate principal amount of 1.00% Exchangeable Senior Notes due 2025 (the “Exchangeable Notes”), including the full exercise of the $18 million aggregate principal amount of Exchangeable Notes pursuant to the initial purchasers’ right to purchase additional Exchangeable Notes.
The Exchangeable Notes are general senior unsecured obligations of the Issuer, guaranteed by the Company, and bear interest at a fixed rate of 1.00% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020.
The Exchangeable Notes will mature on February 15, 2025, unless earlier exchanged, repurchased or redeemed. Prior to the close of business on the business day immediately preceding August 15, 2024, the Exchangeable Notes are exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, the Exchangeable Notes are exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Exchangeable Notes are exchangeable on the terms set forth in the indenture into cash, shares of Class A common stock, $0.0001 par value per share of the Company (“Class A common stock”), or a combination of cash and Class A common stock, at the Issuer’s election.
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The exchange rate is initially 24.4666 shares of Class A common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $40.87 per share of Class A common stock). The initial exchange price of the Exchangeable Notes represents a premium of approximately 30.00% to the $31.44 closing price of the Class A common stock on the Nasdaq Global Select Market on February 12, 2020, the pricing date. The exchange rate is subject to adjustment in some events. In addition, following certain corporate events that occur prior to the maturity date or the Issuer’s delivery of a notice of redemption, the Issuer will increase, in certain circumstances, the exchange rate for a holder who elects to exchange its Exchangeable Notes in connection with such a corporate event or notice of redemption, as the case may be.