i3 Verticals Completes Acquisition, Announces Officer Changes

TL;DR

i3 Verticals just bought something and shuffled some execs. Big day.

AI Summary

On September 23, 2024, i3 Verticals, Inc. filed an 8-K detailing the completion of an acquisition. The filing also announced the departure of a director and the appointment of new officers, along with updates on compensatory arrangements. Financial statements and exhibits related to these events were also included.

Why It Matters

This filing indicates significant corporate activity for i3 Verticals, including strategic growth through acquisition and internal leadership adjustments, which could impact future performance and strategy.

Risk Assessment

Risk Level: medium — Acquisitions and executive changes inherently carry integration and strategic risks, alongside potential impacts on company culture and operations.

Key Players & Entities

• i3 Verticals, Inc. (company) — Registrant
• September 23, 2024 (date) — Filing Date
• September 20, 2024 (date) — Earliest Event Reported Date
• Delaware (jurisdiction) — State of Incorporation
• 40 Burton Hills Blvd., Suite 415 (address) — Principal Executive Offices
• Nashville, TN (location) — City, State of Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — which registered Class A Common Stock, $0.0001 Par Value IIIV Nasdaq Global Select Mar
• $438 million — gregate purchase price of approximately $438 million (after giving effect to estimated net w
• $260,500 — se to Mr. Smith's annual base salary to $260,500, effective as of the date of such appoi

Filing Documents

• iiiv-20240920.htm (8-K) — 44KB
• i3verticalsclosingofsaleof.htm (EX-99.1) — 13KB
• exhibit-unauditedproformaf.htm (EX-99.2) — 293KB
• i3v_primaryxdarka.jpg (GRAPHIC) — 54KB
• iiiv-20240920_g1.jpg (GRAPHIC) — 2KB
• 0001728688-24-000088.txt ( ) — 576KB
• iiiv-20240920.xsd (EX-101.SCH) — 2KB
• iiiv-20240920_lab.xml (EX-101.LAB) — 21KB
• iiiv-20240920_pre.xml (EX-101.PRE) — 12KB
• iiiv-20240920_htm.xml (XML) — 3KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On September 20, 2024 , i3 Verticals, LLC ("LLC Seller"), a subsidiary of i3 Verticals, Inc. ("i3 Verticals" or the "Company"), and i3 Holdings Sub, Inc., a wholly-owned subsidiary of LLC Seller ("Corporation Seller," and collectively with LLC Seller, the "Sellers") completed the transactions (such closing, the "Closing") contemplated by that certain Securities Purchase Agreement dated as of June 26, 2024 (the "Purchase Agreement"), by and among LLC Seller, Corporation Seller, i3 Verticals (solely for the purpose of providing a guaranty of the obligations of Sellers as set forth in the Purchase Agreement), Payroc Buyer, LLC ("Buyer"), and Payroc WorldAccess, LLC (solely for the purpose of providing a guaranty of the obligations of Buyer as set forth in the Purchase Agreement), the entry into which Purchase Agreement was previously disclosed in a Current Report on Form 8-K filed by i3 Verticals on June 26, 2024. Pursuant to the terms of the Purchase Agreement, the Sellers sold to Buyer the equity interests of certain direct and indirect wholly-owned subsidiaries of Sellers (the "Acquired Entities") primarily comprising i3 Verticals's merchant services 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 to the Acquired Entities pursuant to a contribution agreement which was entered into immediately prior to the Closing. Pursuant to the terms of the Purchase Agreement, Buyer paid to Sellers an aggregate purchase price of approximately $438 million (after giving effect to estimated net working capital, indebtedness and cash adjustments), payable in cash at the Closing, subject to post-closing purchase price adjustments. At the Closing, the parties and/or their affiliates entered into certain ancillary agreements, incl

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 23, 2024, i3 Verticals issued a press release announcing the Closing and the appointment of Messrs. Whitson and Smith to their new positions as set forth above. 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. (b) Pro forma financial information. The following unaudited pro forma condensed consolidated financial information of i3 Verticals is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference: Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2024 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended June 30, 2024, as well as for the fiscal years ended September 30, 2023, 2022 and 2021 Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements (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 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on June 26, 2024) (File No. 001-38532). 99.1 Press Release issued by i3 Verticals, Inc., dated September 2 3, 2024 99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements 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. i3 Verticals 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: September 23, 2024 i3 VERTICALS, INC. By: /s/ Paul Maple Name: Paul Maple Title: General Counsel and Secretary

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View this 8-K filing on SEC EDGAR