i3 Verticals talks $100 million five-year exchangeables to yield 0.75%-1.25%, up 27.5%-32.5%

By Abigail W. Adams

Portland, Me., Feb. 11 – i3 Verticals LLC plans to price $100 million five-year exchangeable notes after the market close on Wednesday with price talk for a coupon of 0.75% to 1.25% and an initial conversion premium of 27.5% to 32.5%, according to a market source.

The notes are exchangeable for i3 Verticals Inc. common shares.

BofA Securities Inc. is the bookrunner for the Rule 144A offering, which carries a greenshoe of $15 million.

The notes are non-callable for three years and then subject to a 130% hurdle.

There is dividend and takeover protection.

The notes will be settled in cash, shares or a combination of both at the company’s option.

In connection with the pricing of the notes, the issuer and company will amend its credit agreement to decrease the amount in the revolving credit facility to $275 million, change certain financial covenants and the permitted use of proceeds.

The issuer will also enter into convertible note hedge transactions.

Proceeds will be used to cover the cost of the hedges.

i3 Verticals is a Nashville, Tenn.-based IT software company.

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