Rubicon sells SaaS business for ~$68M; issues $20M convertible preferred to Rodina

Rubicon Technologies, Inc.

Sold software-as-a-service business (RUBICONSmartCity, RUBICONPro, RUBICONPremier) to Wastech Corp. for approx. $68M; potential earn-out of $12.5M.
Issued 20,000 shares of Series A Convertible Perpetual Preferred Stock to MBI Holdings, LP (Rodina affiliate) for $20M; conversion price $0.35/share, representing ~51% of outstanding common stock.
Preferred stock carries 8% dividend (step-up to max 11%); buyer gets director nomination rights proportional to voting power.
Amended term loan, revolving loan, and third lien credit agreements to permit the transactions.
Executives including CEO Phil Rodoni executed waiver agreements waiving change-in-control benefits triggered by the transactions.

item 1.01 item 3.02 item 3.03 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Rubicon Technologies, Inc. entered into Securities Purchase Agreement with MBI Holdings, LP valued at aggregate purchase price of $20,000,000 (effective 2024-05-07).

Action: entry
Agreement: equity purchase
Counterparty: MBI Holdings, LP
Value: aggregate purchase price of $20,000,000
Effective: 2024-05-07

Exact text from the filing

On May 7, 2024, the Company entered into a Securities Purchase Agreement (the “ Purchase Agreement ”), by and between the Company and MBI Holdings, LP (the “ Buyer ”), an affiliate of Rodina.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Rubicon Technologies, Inc. entered into Asset Purchase Agreement with Wastech Corp. valued at approximate aggregate purchase price of $68,000,000 (effective 2024-05-07).

Action: entry
Agreement: asset purchase
Counterparty: Wastech Corp.
Value: approximate aggregate purchase price of $68,000,000
Effective: 2024-05-07

Exact text from the filing

On May 7, 2024, Rubicon Technologies, Inc. (the “ Company ”), a company incorporated under the laws of the State of Delaware, entered into an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) by and among the Company , Rubicon Technologies Holdings, LLC, a Delaware limited liability company (“ Holdings ”), Wastech Corp. (“ Wastech ”), an affiliate of Rodina Capital (“ Rodina ”), and, solely for purposes of guaranteeing certain obligations of Wastech under the Asset Purchase Agreement, GAFAPA, S.A. de C.V., an affiliate of Rodina.

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Source: SEC EDGAR

accession 0001829126-24-003138

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