By Abigail W. Adams
Portland, Me., Feb. 13 – i3 Verticals LLC priced an upsized $120 million of five-year exchangeable notes after the market close on Wednesday at the midpoint of talk with a coupon of 1% and an initial conversion premium of 30%, according to a company news release.
Price talk was 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. was the bookrunner for the Rule 144A offering, which carries an upsized greenshoe of $18 million.
The initial size of the deal was $100 million with a greenshoe of $15 million.
The notes are non-callable until Feb. 20, 2023 and then subject to a 130% hurdle.
They are contingently convertible until Aug. 15, 2024.
They are putable upon a fundamental change. There is dividend 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 their credit agreement to decrease the amount in the revolving credit facility to $275 million, change certain financial covenants and change the permitted use of proceeds.
The issuer also entered into convertible note hedge transactions.
Proceeds will be used to cover the cost of the hedges and pay down outstanding borrowings under its senior secured credit facility.
i3 Verticals is a Nashville, Tenn.-based technology and payment processing software company.
| Issuer: | i3 Verticals LLC
|
| Exchange security: | i3 Verticals Inc.
|
| Securities: | Exchangeable notes
|
| Amount: | $120 million
|
| Greenshoe: | $18 million
|
| Maturity: | Feb. 15, 2025
|
| Bookrunner: | BofA Securities Inc.
|
| Coupon: | 1%
|
| Price: | Par
|
| Yield: | 1%
|
| Conversion premium: | 30%
|
| Conversion price: | $40.87
|
| Conversion rate: | 24.4666
|
| Call options: | Non-callable until Feb. 20, 2023 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | Feb. 12
|
| Settlement date: | Feb. 18
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 0.75% to 1.25% and initial conversion premium of 27.5% to 32.5%
|
| Stock symbol: | Nasdaq: IIIV
|
| Stock price: | $31.44 at market close Feb. 12
|
| Market capitalization: | $862.85 million
|
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