i3 Verticals, Inc. Announces Closing of Exchangeable Notes Offering and Amendment of Credit Facility - Seite 2

If a fundamental change occurs, holders may require the Issuer to repurchase for cash all or part of their Exchangeable Notes at a repurchase price equal to 100% of the principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date.

The Issuer may not otherwise redeem the Exchangeable Notes prior to February 20, 2023. On or after February 20, 2023, and prior to the 47^th scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of Class A common stock has been at least 130% of the exchange price for the Exchangeable Notes for certain specified periods, the Issuer may redeem all or any portion of the Exchangeable Notes then in effect for a cash redemption price that is equal to 100% of the principal amount of the Exchangeable Notes to be redeemed plus accrued and unpaid interest on such note to, but not including, the redemption date. The Issuer will, under certain circumstances, increase the exchange rate in respect of notes called for redemption.

In addition, the Company and the Issuer have entered into an amendment to the Company’s credit agreement to permit the issuance of the Exchangeable Notes and the Issuer’s and the Company’s entrance into the exchangeable note hedge and warrant transactions described below in connection with the offering of the Exchangeable Notes. The amendment to the credit agreement provides for, among other things:

• the issuance of the Exchangeable Notes and the related exchangeable note hedge and warrant transactions;
• a decrease in the maximum amount of the Revolving Credit Facility to $275 million;
• certain changes in the financial covenants in the credit agreement; and
• certain permitted uses of the proceeds of the Issuer’s revolving credit facility in connection with the Exchangeable Notes.

The Issuer will use a portion of the net proceeds of the offering to pay the cost of the exchangeable note hedge transactions described below (such cost net of the proceeds received by the Company upon sale of the warrant transactions described below) and to pay down outstanding borrowings under its senior secured credit facility in connection with the effectiveness of the operative provisions of the previously announced amendment to the credit agreement.