i3 Verticals Enters Into Definitive Agreement to Sell Merchant of Record Payments Business
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i3 Verticals Enters Into Definitive Agreement to Sell Merchant of Record Payments Business

CIO Review

NASHVILLE, Tenn. - i3 Verticals, Inc. (“i3 Verticals” or the “Company”) (NASDAQ: IIIV), and Payroc WorldAccess, LLC (“Payroc”), a leading omni-channel payments provider, today announced that the companies have entered into a definitive agreement whereby Payroc will acquire i3 Verticals’ merchant of record payments business, including its associated proprietary technology (the “divested business”), in an all-cash transaction for $440 million, subject to certain purchase price adjustments.

Greg Daily, Chairman and CEO of i3 Verticals stated, “i3 began as a payments business, and we built a top-of-the-line merchant of record payment platform bringing a wide variety of solutions to third-party partners and software providers. We do not part with this platform lightly and we believe that it has a bright future. We are proud and appreciative of our team managing this business and are confident we have found them the right home.

“This is a key strategic moment for our Company. After the divestiture, we will be a pure vertical market software business focused entirely on the Public Sector, Education and Healthcare markets. Importantly, we have retained our payment facilitation platform and our ability to attach payments to our vertical software solutions. Upon the completion of this disposition, our balance sheet will be stronger than ever, and we are excited to begin our next chapter.”

“Payroc is excited about this combination,” said James Oberman, Chief Executive Officer of Payroc. “The i3 merchant business is an ideal fit for Payroc, and their values and goals align with ours. Our ongoing commitment to combine a personal relationship with payments technology will enhance growth for i3’s partners and create opportunity for i3’s team members that join Payroc once the transaction closes.”

The transaction is subject to closing conditions as set forth in the definitive agreement, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The closing is expected to occur sometime in i3 Verticals’ fiscal fourth quarter.

Strategic Rationale and Benefits of the Transaction

• Selling the divested business will simplify i3’s business. The remaining business consists of vertical market software solutions that fit the Company's customers’ specific enterprise needs.

o The divested business includes two non-core assets from i3's Software and Services segment related to the Non-profit and Property Management vertical markets, representing approximately $4 million in annual adjusted EBITDA.

o The Company's customers will be narrowed to three strategic verticals: Public Sector, Education and Healthcare.

o i3's ongoing business will be approximately 75% software and related services revenue, and 25% payments and other.

• Proceeds from the transaction, after payment of transaction expenses, will go towards paying down debt.

o After taxes, and in the absence of other acquisitions, the Company expects to be able to pay down all, or nearly all, of its 2023 Senior Secured Credit Facility.

o i3's existing 2023 Senior Secured Credit Facility will remain in place, which includes $450 million of aggregate commitments in the form of a revolving credit facility.

o After reducing the Company's debt balance its applicable borrowing rates under the facility will fall by 1% and remain there until such time that Consolidated Total Net Leverage Ratio reaches 2x.

o The borrowing capacity generated will provide significant capital for M&A.

For additional information regarding the terms of the definitive agreement and the transactions contemplated thereby, see the Company’s Current Report on Form 8-K to be filed in connection with the execution of the definitive agreement.

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