RealPage, Inc. (NASDAQ:RP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On May23, 2018, RealPage, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley& Co. LLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LCC and RBC Capital Markets, LLC, as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), to which the Company agreed to issue and sell 7,000,000 shares of the Company’s common stock par value $0.001 per share (the “Common Stock”) in a public offering to a Registration Statement on Form S-3 (File No.333-225074) (the “Registration Statement”) and a related prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission (the “Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,050,000 shares of Common Stock. The Underwriters notified the Company of the exercise in full of their option to purchase the additional shares, and the Offering, including the sale of shares of Common Stock subject to the Underwriters’ option, is expected to close on May 29, 2018.
The net proceeds from the Offering to the Company will be approximately $442.0 million, after deducting underwriting discounts and commissions and estimated offering expenses. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
| Item 1.01 | Regulation FD Disclosure. |
On May24, 2018, the Company issued a press release announcing the pricing of the Offering, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits |
In connection with the Offering, the legal opinion as to the legality of the Common Stock sold in this Offering is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.
(d) Exhibits.
| ExhibitNo. | Description |
| 1.1 | Underwriting Agreement by and among RealPage, Inc. and Morgan Stanley& Co. LLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LCC and RBC Capital Markets, LLC, dated May23, 2018. |
| 5.1 | Opinion of Wilson Sonsini Goodrich& Rosati, P.C. |
| 23.1 | Consent of Wilson Sonsini Goodrich& Rosati, P.C. (included in Exhibit 5.1) |
| 99.1 | Press release dated May24, 2018. |
The information furnished by this Current Report on Form 8-K under Item 1.01 and Exhibit 99.1 attached hereto shall be deemed furnished and not “filed” for purposes of Section18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
REALPAGE INC ExhibitEX-1.1 2 d549388dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION 7,…To view the full exhibit click here
About RealPage, Inc. (NASDAQ:RP)
RealPage, Inc. is a provider of on demand software and software-enabled solutions for the rental housing industry. The Company’s property management solutions enables owners and managers of single family and multifamily rental property types to manage their marketing, pricing, screening, leasing, accounting, purchasing and other property operations. Its on demand software solutions are delivered through an integrated software platform that provides a single point of access and a shared repository of prospect, renter and property data. The Company’s platform consists of primary categories of solutions, including Property Management, Leasing and Marketing, Resident Services and Asset Optimization. These solutions provide complementary sales and marketing, asset optimization, risk mitigation, billing and utility management and spend management capabilities that collectively enable its customers to manage the stages of the renter life cycle.
