Welcome!

News Feed Item

iPayment Holdings, Inc. and iPayment, Inc. Announce Launch of Exchange and Tender Offer

WESTLAKE VILLAGE, Calif., Feb. 16, 2017 /PRNewswire/ -- iPayment, Inc. (the "Company"), a trusted provider of payment and processing solutions for small and medium-sized businesses (SMBs), and its parent, iPayment Holdings, Inc. ("Holdings", and together with the Company, "iPayment"), today announced the launch of an exchange offer in connection with a comprehensive refinancing of iPayment. The refinancing, expected to close late in the first quarter or early in the second quarter of this year, will result in a substantial deleveraging of the Company, and will enable the Company to materially expand its services, product offerings, and channel partnerships.

"The Company and its shareholders understand the opportunity that lies ahead and all parties are working diligently to keep this process moving forward," said OB Rawls IV, Chief Executive Officer of iPayment. "In parallel with this process, we continue to invest human capital and incremental resources into fueling our growth to meet and exceed our annual business objectives."

The refinancing is subject to a number of conditions, including obtaining a new credit facility to be arranged by J.P. Morgan, and holders of 95% of the Company's 9.50% Senior Secured Notes due 2019 (the "9.50% Notes") participating in the Exchange Offer. Many of the conditions are outside of the control of iPayment, and there can be no assurance as to whether, when, or on what terms the refinancing will be consummated.

The exchange offer is pursuant to an agreement with the holders of approximately 90% of the 9.50% Notes, which also hold approximately 57% of the common stock of Holdings.

Under the terms of the exchange offer, the holders of the Company's 9.50% Notes have the opportunity to exchange their 9.50% Notes for a pro rata portion of:

  • a $40.0 million cash payment from iPayment;
  • cash in amount equal to accrued but previously unpaid interest, subject to certain conditions being met;
  • for those noteholders meeting the early tender deadline, an additional cash payment of $1.0 million from iPayment;
  • 90.5% of a new issue of preferred stock of Holdings; and
  • 90.5% of the common stock of Holdings.

In connection with the refinancing transactions, each existing holder of Holdings common stock has the option to either:

  • receive $1.31 per share in cash payment in exchange for 100% of such holder's common stock; to the extent this option is elected, the percentages of the preferred stock and the common stock to be received by the tendering Noteholders and by non-electing holders of common stock in the exchange offer will be correspondingly increased; or
  • maintain their ownership of Holdings common stock (which will be diluted to 9.5% of the aggregate outstanding common stock) and receive a distribution of a pro rata portion of 9.5% of the new issue of Holdings preferred stock.

Noteholders that hold existing Holdings common stock and participate in the exchange offer are required to waive the right to tender their existing common stock and to receive the cash payment in exchange for their existing common stock.

As part of the refinancing, the Company anticipates entering into one or more new credit agreements and has engaged J.P. Morgan to exclusively arrange any such transaction. The Company will also repay the obligations outstanding under its existing credit agreement and certain other indebtedness of the Company and Holdings, and amend the existing indenture governing the 9.50% Notes, and make certain amendments to Holdings' certificate of incorporation, bylaws and existing investor rights agreement. The debt and equity holders who entered into the agreement with the Company have agreed to vote all shares of Holdings' common stock held by them in favor of such amendment.

The securities to be issued in the refinancing will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent registration or an applicable exemption from such registration requirements. This notice does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.

MacKenzie Partners, Inc. will serve as Information and Exchange Agent for the exchange offer. Requests for copies of the exchange offer documents can be made to MacKenzie Partners at (800) 322-2885 or (212) 929-5500 or via email at [email protected]

Forward-Looking Statements

Information in this press release may contain "forward-looking statements" about the Company and Holdings. These forward-looking statements are subject to risks, uncertainties and assumptions, many of which are beyond our control, and are not guarantees of future results, performance or achievements, and actual results, performance or achievements could differ materially from our current expectations as a result of numerous factors, including but not limited to the following: the effect of pending and threatened litigation; acquisitions; liability for merchant chargebacks; restrictive covenants governing our indebtedness; migration of merchant portfolios to new bank sponsors; our reliance on card payment processors and on independent sales organizations; changes in interchange fees; risks associated with the unauthorized disclosure of data; imposition of taxes on Internet transactions; actions by our competitors; and risks related to the integration of companies and merchant portfolios that we have acquired or may acquire. We undertake no obligation to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.

About iPayment

iPayment is a trusted provider of payment processing solutions in the U.S. With over 18 years of experience and more than 140,000 SMB customers, the company is consistently recognized for its depth of payments experience, breadth of product offerings, and commitment to transparency and SMB support. From new product innovation to customer service satisfaction, iPayment is an organization focused on small business enablement and delivering relevant and impactful services and solutions that help partners and SMB customers grow their individual businesses. For more information on iPayment, please visit http://www.ipaymentinc.com.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/ipayment-holdings-inc-and-ipayment-inc-announce-launch-of-exchange-and-tender-offer-300408707.html

SOURCE iPayment, Inc.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
"When we talk about cloud without compromise what we're talking about is that when people think about 'I need the flexibility of the cloud' - it's the ability to create applications and run them in a cloud environment that's far more flexible,” explained Matthew Finnie, CTO of Interoute, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"NetApp's vision is how we help organizations manage data - delivering the right data in the right place, in the right time, to the people who need it, and doing it agnostic to what the platform is," explained Josh Atwell, Developer Advocate for NetApp, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
SYS-CON Events announced today that SourceForge has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. SourceForge is the largest, most trusted destination for Open Source Software development, collaboration, discovery and download on the web serving over 32 million viewers, 150 million downloads and over 460,000 active development projects each and every month.
What You Need to Know You know you need the cloud, but you’re hesitant to simply dump everything at Amazon since you know that not all workloads are suitable for cloud. You know that you want the kind of ease of use and scalability that you get with public cloud, but your applications are architected in a way that makes the public cloud a non-starter. You’re looking at private cloud solutions based on hyperconverged infrastructure, but you’re concerned with the limits inherent in those technolog...
SYS-CON Events announced today that DXWorldExpo has been named “Global Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Digital Transformation is the key issue driving the global enterprise IT business. Digital Transformation is most prominent among Global 2000 enterprises and government institutions.
One of the biggest challenges with adopting a DevOps mentality is: new applications are easily adapted to cloud-native, microservice-based, or containerized architectures - they can be built for them - but old applications need complex refactoring. On the other hand, these new technologies can require relearning or adapting new, oftentimes more complex, methodologies and tools to be ready for production. In his general session at @DevOpsSummit at 20th Cloud Expo, Chris Brown, Solutions Marketi...
SYS-CON Events announced today that Nihon Micron will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Nihon Micron Co., Ltd. strives for technological innovation to establish high-density, high-precision processing technology for providing printed circuit board and metal mount RFID tags used for communication devices. For more inf...
SYS-CON Events announced today that Ryobi Systems will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Ryobi Systems Co., Ltd., as an information service company, specialized in business support for local governments and medical industry. We are challenging to achive the precision farming with AI. For more information, visit http:...
SYS-CON Events announced today that mruby Forum will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. mruby is the lightweight implementation of the Ruby language. We introduce mruby and the mruby IoT framework that enhances development productivity. For more information, visit http://forum.mruby.org/.
SYS-CON Events announced today that Mobile Create USA will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Mobile Create USA Inc. is an MVNO-based business model that uses portable communication devices and cellular-based infrastructure in the development, sales, operation and mobile communications systems incorporating GPS capabi...
SYS-CON Events announced today that Keisoku Research Consultant Co. will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Keisoku Research Consultant, Co. offers research and consulting in a wide range of civil engineering-related fields from information construction to preservation of cultural properties. For more information, vi...
SYS-CON Events announced today that MIRAI Inc. will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MIRAI Inc. are IT consultants from the public sector whose mission is to solve social issues by technology and innovation and to create a meaningful future for people.
SYS-CON Events announced today that Daiya Industry will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Daiya Industry specializes in orthotic support systems and assistive devices with pneumatic artificial muscles in order to contribute to an extended healthy life expectancy. For more information, please visit https://www.daiyak...
SYS-CON Events announced today that Fusic will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Fusic Co. provides mocks as virtual IoT devices. You can customize mocks, and get any amount of data at any time in your test. For more information, visit https://fusic.co.jp/english/.
SYS-CON Events announced today that Interface Corporation will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Interface Corporation is a company developing, manufacturing and marketing high quality and wide variety of industrial computers and interface modules such as PCIs and PCI express. For more information, visit http://www.i...