RealPage Announces Proposed Offerings of Common Stock and Convertible Senior Notes

RealPage, Inc. (NASDAQ:RP) today announced that it has commenced concurrent proposed public offerings of $300.0 million of common stock (the "common stock offering”) and $300.0 million aggregate principal amount of convertible senior notes due in 2025 (the "notes”) (the "notes offering,” and together with the common stock offering, the "offerings”). In addition, RealPage intends to grant the underwriters a 30-day option to purchase up to an additional $45.0 million 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. Neither the completion of the common stock offering nor the notes offering is contingent upon the completion of the other. The offerings are subject to market and other conditions, and there can be no assurance as to whether or when the offerings may be completed, or as to the actual size or terms of the offerings.

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 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. RealPage intends to use the remainder of the net proceeds from the common stock offering and the net proceeds from the convertible 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 convertible into cash, shares of RealPage’s common stock, or a combination of cash and shares of RealPage’s common stock, at RealPage’s election. The interest rate, conversion price and other terms of the notes are to be determined. In connection with the pricing of the notes, RealPage intends to enter into privately negotiated capped call transactions with one or more of the underwriters or their respective affiliates and/or other financial institutions (the "option counterparties”) to limit potential dilution of its common stock and/or offset any cash payments RealPage is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their affiliates expect to enter into various derivative transactions with respect to RealPage common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of RealPage’s common stock or the notes at that time. In addition, RealPage expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the common stock and/or by purchasing or selling shares of the common stock or other securities of RealPage in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes or, to the extent RealPage exercises the relevant election under the capped call transactions, following any repurchase or redemption of the notes,). This activity could also cause or avoid an increase or a decrease in the market price of the common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs following a conversion or during any observation period related to a conversion of the notes, it could affect the number of shares and value of the consideration that noteholders will receive upon conversion of the notes.

Goldman Sachs & Co. LLC and BofA Securities are acting as joint lead book-running managers for the common stock offering. Wells Fargo Securities is also acting as a book-running manager for the common stock offering. Goldman Sachs & Co. LLC, BofA Securities and J.P. Morgan are acting as joint lead book-running managers for the notes offering. Wells Fargo Securities is also acting as a book-running manager for the notes offering.

An automatically effective registration statement relating to the securities was filed with the Securities and Exchange Commission ("SEC”) on May 21, 2018. The offering of these securities will be made only by means of prospectus supplements and the accompanying prospectus. Copies of the preliminary prospectus supplements and the accompanying prospectus may be obtained from (i) Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282-2198, telephone: 866-471-2526, facsimile: 212-902-9316, or email: prospectus-ny@ny.email.gs.com or (ii) BofA Securities, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte NC 28255-0001, Attn: Prospectus Department, or email: dg.prospectus_requests@bofa.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the registration statement, the prospectus contained therein or the prospectus supplements.

Forward-Looking Statements:
Certain statements in this press release, including statements regarding the proposed public offerings of common stock and notes, the capped call transactions, and the intended use for the proceeds of the offerings, are "forward-looking statements” that are subject to risks and uncertainties. These forward-looking statements are based on management’s current expectations, and as a result of certain risks and uncertainties, actual events or results may differ materially from those contained in the forward-looking statements. Please refer to the registration statement on Form S-3 on file with the SEC and the prospectus and prospectus supplements included or incorporated by reference therein, as well as the other documents that RealPage files from time to time with the SEC, specifically RealPage’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. These documents contain and identify important factors that could cause the actual results for RealPage to differ materially from those contained in such forward-looking statements. RealPage disclaims any obligation to update information contained in these forward-looking statements.

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