Authorization

RealPage Prices Offerings of Common Stock and Convertible Senior Notes

RealPage, Inc. (NASDAQ:RP) today announced the pricing of offerings of 5,084,746 shares of its common stock (the "common stock offeringa??) at a price to the public of $59.00 per share and $300.0 million aggregate principal amount of its 1.50% convertible senior notes due 2025 (the "notesa??) (the "notes offering,a?? and together with the common stock offering, the "offeringsa??). In addition, RealPage has granted the underwriters a 30-day option to purchase up to an additional 762,711 shares of common stock in the common stock offering and an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $45.0 million of notes in the notes offering. The common stock offering and the notes offering are expected to close on May 22, 2020, subject to customary closing conditions.


The aggregate gross proceeds of the offerings, assuming full exercise by the underwriters of their options to purchase additional securities, would be approximately $690.0 million before discounts and expenses. RealPage intends to use a portion of the net proceeds from the common stock offering for repayment of indebtedness outstanding under its revolving credit facility and to pay for the capped call transactions described below, and the remainder of the net proceeds from the common stock offering and the net proceeds from the notes offering for general corporate purposes, including working capital, sales and marketing activities, research and development activities, general and administrative matters and capital expenditures. RealPage may also use the net proceeds from the offerings for acquisition of, or investment in, technologies, solutions or businesses that complement its business.


The notes will be senior, unsecured obligations of RealPage. The notes will bear interest at a rate of 1.50% per year. Interest will be payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2020. The notes will mature on May 15, 2025, unless earlier redeemed, repurchased, or converted. RealPage may not redeem the notes prior to May 20, 2023. RealPage may redeem for cash all or any portion of the notes, at its option, on or after May 20, 2023, if the last reported sale price of RealPagea??s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which RealPage provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes, which means that RealPage is not required to redeem or retire the notes periodically. Holders of the notes will have the right to require RealPage to repurchase for cash all or a portion of their notes upon the occurrence of a fundamental change (as defined in the indenture governing the notes) at a purchase price of 100% of their principal amount plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.


The notes will be convertible at an initial conversion rate of 13.0378 shares of RealPagea??s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $76.70 per share of RealPagea??s common stock, which represents a conversion premium of approximately 30.0% to the concurrent public offering price of the common stock offering, which was $59.00 per share ).


Prior to the close of business on the business day immediately preceding February 15, 2025, the notes will be convertible at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods. On or after February 15, 2025 until the close of business on the second scheduled trading day preceding the maturity date, the notes will be convertible at the option of the noteholders at any time regardless of these conditions. Conversions of the notes will be settled in cash, shares of RealPagea??s common stock, or a combination thereof, at RealPagea??s election.
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