i3 Verticals, Inc. Files 8-K: Material Agreement & Exhibits

TL;DR

i3 Verticals signed a big deal, filed exhibits. Check financials.

AI Summary

On June 26, 2024, i3 Verticals, Inc. announced an entry into a material definitive agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and headquartered in Nashville, TN.

Why It Matters

This filing indicates a significant new agreement for i3 Verticals, Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 0930 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• i3 Verticals, Inc. (company) — Registrant
• June 26, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Nashville, TN (location) — Principal Executive Offices
• 001-38532 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — which registered Class A Common Stock, $0.0001 Par Value IIIV Nasdaq Global Select Mar
• $440 million — rests of the Acquired Entities would be $440 million (the "Purchase Price"), payable in cash
• $25,000,000 — ay Sellers a reverse termination fee of $25,000,000 in the event that Sellers terminate the

Filing Documents

• iiiv-20240626.htm (8-K) — 50KB
• securitiespurchaseagreement.htm (EX-2.1) — 1011KB
• firstamendment-i3verticals.htm (EX-10.1) — 97KB
• i3verticalssaleofmerchanto.htm (EX-99.1) — 19KB
• i3v_primaryxdark.jpg (GRAPHIC) — 54KB
• iiiv-20240626_g1.jpg (GRAPHIC) — 2KB
• 0001728688-24-000079.txt ( ) — 1560KB
• iiiv-20240626.xsd (EX-101.SCH) — 2KB
• iiiv-20240626_lab.xml (EX-101.LAB) — 21KB
• iiiv-20240626_pre.xml (EX-101.PRE) — 12KB
• iiiv-20240626_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On June 26, 2024 , i3 Verticals, LLC ("LLC Seller"), a Delaware limited liability company which is a subsidiary of Seller Registrant (as defined below), i3 Holdings Sub, Inc., a wholly-owned subsidiary of LLC Seller ("Corporation Seller," and collectively with LLC Seller, the "Sellers"), and (solely for the purpose of providing a guaranty of the obligations of Sellers as set forth in the Purchase Agreement (as defined below)) i3 Verticals, Inc., a Delaware corporation (the "Seller Registrant"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with Payroc Buyer, LLC, a Delaware limited liability company ("Buyer"), and (solely for the purpose of providing a guaranty of the obligations of Buyer as set forth in the Purchase Agreement) Payroc WorldAccess, LLC, a Delaware limited liability company ("Buyer Parent"). Pursuant to the terms of the Purchase Agreement, Buyer would purchase from Sellers the equity interests of certain direct and indirect wholly-owned subsidiaries of Sellers (the "Acquired Entities") primarily comprising Seller Registrant's merchant of record payments business, including its associated proprietary technology (the "Business"), after giving effect to the contribution of certain assets and the assignment of certain liabilities associated with the Business from LLC Seller and certain affiliates thereof to the Acquired Entities pursuant to a contribution agreement (the "Contribution Agreement") to be entered into immediately prior to the closing of the transactions contemplated by the Purchase Agreement (the "Transactions"). Pursuant to the terms of the Contribution Agreement, LLC Seller and its Affiliates would retain certain liabilities related to the Business. The purchase price payable by Buyer to Sellers for the equity interests of the Acquired Entities would be $440 million (the "Purchase Price"), payable in cash upon the closing of the

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On June 26, 2024, the Seller Registrant issued a press release announcing the entry of the parties into the Purchase Agreement. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. This information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 2.1 * Securities Purchase Agreement, dated as of June 26, 2024, by and among i3 Verticals, LLC, i3 Holdings Sub, Inc., Payroc Buyer, LLC, Payroc WorldAccess, LLC, solely for purposes of certain terms set forth therein, and i3 Verticals, Inc., solely for purposes of certain terms set forth therein. 10.1 First Amendment to Credit Agreement, dated as of June 26, 2024, by and among i3 Verticals, LLC, the guarantors and lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent 99.1 Press Release issued by i3 Verticals, Inc., dated June 26, 2024 104 Cover Page Interactive Date File (embedded within the Inline XBRL document). *Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Seller Registrant agrees to furnish, on a supplemental basis, a copy of such omitted schedules and exhibits to the Securities and Exchange Commission upon request. Pursuant to Item 601(a)(6) of Regulation S-K, certain information has been redacted or omitted and marked by brackets and asterisks.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 26, 2024 i3 VERTICALS, INC. By: /s/ Clay Whitson Name: Clay Whitson Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR