Vertex launches SEK 5.8B public tender offer for Pagero; secures $491M investment from Silver Lake

Vertex, Inc.

Tender offer at SEK 36 per share, a 71.4% premium to Pagero's Dec 12 closing price.
Acceptance period runs Dec 15, 2023 to Jan 23, 2024; settlement expected around Feb 1, 2024.
Silver Lake invests $491.25M for 500,000 shares of 11.75% Series A Convertible Preferred Stock plus warrants for 2.5M common shares.
Convertible preferred has initial liquidation preference of $1,000/share, conversion price set at 20% premium to VWAP (floor $32.50, cap $37.50).
Company also amended its credit agreement to increase pricing margin by 50 bps and modify covenants in connection with the acquisition.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Vertex, Inc. entered into Investment Agreement with Silver Lake Alpine II, L.P. valued at Aggregate purchase price of $491,250,000 for 500,000 shares of 11.75% Series A Convertible Preferred (effective 2023-12-12).

Action: entry
Agreement: equity purchase
Counterparty: Silver Lake Alpine II, L.P.
Value: Aggregate purchase price of $491,250,000 for 500,000 shares of 11.75% Series A Convertible Preferred
Effective: 2023-12-12

Exact text from the filing

On December 12, 2023, the Company and Silver Lake entered into an investment agreement (the "Investment Agreement") pursuant to which the Company has agreed to issue 500,000 shares of 11.75% Series A Convertible Preferred Stock (the "Convertible Preferred Stock") and warrants (the "warrants") to purchase 2,500,000 shares of the Company's Class A Common Stock, $0.001 par value per share (the "Class A Common Stock"), to Silver Lake for an aggregate purchase price of $491,250,000.

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Vertex, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-125746

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