NASHVILLE: i3 Verticals Inc. announced the acquisition of substantially all of the assets of Business Information Systems, GP and Business Information Systems Inc. (collectively “BIS”).
BIS is a business based in east Tennessee that provides software and electronic payment solutions in a variety of states. BIS will fit within the Company’s Public Sector vertical.
The aggregate purchase price at the closing of this transaction was approximately $87.7 million, consisting of $52.5 million in cash and approximately $35.2 million of Class A common stock.
The transaction also includes contingent consideration of up to $16.0 million, subject to the satisfaction of certain growth metrics over established time periods.
Chairman and CEO Greg Daily commented, “We are pleased to announce the completion of the BIS transaction, which is our largest acquisition to date. BIS is a premier provider of integrated payment and transaction solutions that create efficiencies and cost-savings for state and local governments.
BIS significantly expands the scope of our Public Sector vertical and will add new and innovative products that we believe will accelerate our cross-selling vision across our customer base. The BIS leadership team is populated with creative and aggressive thinkers who will enhance our management team and fit in well with the i3 Verticals culture.
We could not be more enthusiastic about this transaction and the approximately 150 employees who will join our team. We welcome each one of them and look forward to growing our businesses together.”
In connection with the acquisition, the Company granted equity awards under its 2020 Acquisition Equity Incentive Plan to certain BIS employees.
The Company granted options to purchase a total of 575,000 shares of the Company’s Class A common stock to fifty-six employees as a material inducement to enter into employment with the Company.
These stock options will vest ratably over three years, subject to the employees’ continued service to the Company through each applicable vesting date. The stock options have an exercise price equal to $29.30, the closing price per share of the Company’s Class A common stock as reported by Nasdaq on February 1, 2021, the date of grant.
The Company intends to issue adjusted net revenue, adjusted EBITDA and adjusted diluted earnings per share guidance for fiscal 2021 in connection with its earnings release on Monday, February 8, 2021.
i3 Verticals delivers integrated payment and software solutions to small- and medium-sized businesses and other organizations in strategic vertical markets, such as education, non-profit, the public sector, and healthcare and to the business-to-business payments market.
With a broad suite of payment and software solutions that address the specific needs of its clients in each strategic vertical market, i3 Verticals processed approximately $14.4 billion in total payment volume for the 12 months ended September 30, 2020.