UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)
| INTERNATIONAL MONEY EXPRESS, INC. |
| (Name of Issuer) |
| Common Stock, $0.0001 par value |
| (Title of Class of Securities) |
| 46005L101 |
| (CUSIP Number) |
| Jeffrey M. Rose, 420 Lexington Avenue, Suite 2300 New York, NY 10170, 212-986-1703 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
| March 20, 2020 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2
SCHEDULE 13D
| CUSIP No. | 46005L101 |
| 1 | NAMES OF REPORTING PERSONS
|
| Steamboat Capital Partners, LLC 45-5206506 | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions)
|
| OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
|
| 2,590,609 | ||
| 8 | SHARED VOTING POWER
| |
| 9 | SOLE DISPOSITIVE POWER
| |
| 2,360,483 | ||
| 10 | SHARED DISPOSITIVE POWER
| |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 2,590,609 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
| ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 6.8% | |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
|
| IA; OO |
Page 3
SCHEDULE 13D
| CUSIP No. | 46005L101 |
| 1 | NAMES OF REPORTING PERSONS
|
| Parsa Kiai | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions)
|
| OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
|
| 2,590,609 | ||
| 8 | SHARED VOTING POWER
| |
| 9 | SOLE DISPOSITIVE POWER
| |
| 2,360,483 | ||
| 10 | SHARED DISPOSITIVE POWER
| |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 2,590,609 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
| ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 6.8% | |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
|
| HC; IN |
Page 4
SCHEDULE 13D
| CUSIP No. | 46005L101 |
| 1 | NAMES OF REPORTING PERSONS
|
Steamboat Capital Partners GP, LLC 45-5206609 | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions)
|
| AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
|
| 1,948,101 | ||
| 8 | SHARED VOTING POWER
| |
| 9 | SOLE DISPOSITIVE POWER
| |
| 1,948,101 | ||
| 10 | SHARED DISPOSITIVE POWER
| |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 1,948,101 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
| ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 5.1% | |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
|
| HC; OO |
Page 5
SCHEDULE 13D
| CUSIP No. | 46005L101 |
| 1 | NAMES OF REPORTING PERSONS
|
Steamboat Capital Partners Master Fund, LP 98-1411780 | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions)
|
| WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
|
| 1,912,305 | ||
| 8 | SHARED VOTING POWER
| |
| 9 | SOLE DISPOSITIVE POWER
| |
| 1,912,305 | ||
| 10 | SHARED DISPOSITIVE POWER
| |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 1,912,305 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
| ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 5.0% | |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
|
| PN |
Page 6
SCHEDULE 13D
| CUSIP No. | 46005L101 |
| 1 | NAMES OF REPORTING PERSONS
|
Steamboat Capital Partners II, LP 61-1874416 | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions)
|
| WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
|
| 35,796 | ||
| 8 | SHARED VOTING POWER
| |
| 9 | SOLE DISPOSITIVE POWER
| |
| 35,796 | ||
| 10 | SHARED DISPOSITIVE POWER
| |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 35,796 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
| ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 0.1% | |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
|
| PN |
Page 7
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background |
Item 2(a), 2(b), 2(c) and 2(f) of the Schedule 13D is each hereby amended and restated in its entirety to read as follows:
| (a) | This Schedule 13G is being jointly filed by (i) Steamboat Capital Partners, LLC (“IA”), (ii) Steamboat Capital Partners GP, LLC (“GP”), (iii) Parsa Kiai; (iv) Steamboat Capital Partners Master Fund, LP (“Master”) and (v) Steamboat Capital Partners II, LP (“Partners II”). |
| (b) | The address of the principal business office of each of the Reporting Persons other than Master is 420 Lexington Avenue, Suite 2300, New York, NY 10170. The address of the principal business office of Master is 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands, KY1-9005. |
| (c) | IA is the portfolio manager for Master, Partners II and certain other entities. GP is the General Partner of Master and Partners II. Parsa Kiai is the managing member of each of GP and IA. |
| (f) | Master is organized under the laws of the Cayman Islands. Each of GP, Partners II and IA are organized under the laws of Delaware. Parsa Kiai is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Considerations |
Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
The Shares as to which this report on Schedule 13D is being filed were acquired at an aggregate price (excluding commissions) of approximately $29.7 million and were purchased by clients of IA (including Master and Partners II) with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
The Reporting Persons purchased the Shares as to which this report on Schedule 13D is being filed based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.
On January 28, 2020, Mr. Kiai met with the Issuer and proposed that he be added to the Board of Directors of Issuer at the next convenient opportunity.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in this Item 4.
Page 8
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
| (a) | IA (as the portfolio manager for its clients, including Master and Partners II), GP (as the general partner of Masters and Partners II) and Mr. Kiai (as the managing member of IA), may be deemed to be the beneficial owner of the number and percentage of Shares set forth on the cover page of this Schedule 13D on which they are respectively named. Master and Partners II beneficially own the number and percentage of Shares set forth on the cover page of this Schedule 13D on which they are respectively named. The aggregate percentage of Shares reported owned by each person named herein is based upon 38,034,389 Shares outstanding, as of March 5, 2020 which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC March 11, 2020. |
| (b) | Each Reporting Person has the power to vote or direct the vote and dispose of or direct the disposition of the number and percentage of Shares set forth on the cover page of this Schedule 13D on which they are respectively named. |
| (c) | Transactions by the Reporting Persons since the filing of the initial Schedule 13D (as of 8:00 AM on March 24, 2020), are set forth on Schedule 5. |
| (d) | Clients of IA, including Masters and Partners II, own the Shares which are the subject of this Schedule 13D and have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
The Reporting Persons are party to a Joint Filing Agreement, attached hereto as Exhibit 99.1, pursuant to which the Reporting Persons have jointly agreed to file this Schedule 13D.
| Item 7. | Material to Be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
| 99.1 | Joint Filing Agreement between the Reporting Persons dated March 23, 2020. |
Page 9
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 24, 2020
| /s/ Parsa Kiai | ||
| Steamboat Capital Partners LLC | ||
| By: | /s/ Parsa Kiai | |
| Steamboat Capital Partners GP, LLC | ||
| By: | /s/ Parsa Kiai | |
| Steamboat Capital Partners Master Fund, LP | ||
| By: | Steamboat Capital Partners GP, LLC, Its General Partner | |
| By: | /s/ Parsa Kiai | |
| Steamboat Capital Partners II, LP | ||
| By: | Steamboat Capital Partners GP, LLC, Its General Partner | |
| By: | /s/ Parsa Kiai | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 10
Schedule 5
Transactions in the Shares of the Issuer
The following tables set forth all transactions in the Shares effected since the filing of the original Schedule 13D by the Reporting Persons on behalf of clients of IA. All such transactions were effected in the open market through brokers and the price per share excludes commissions. Where a price range is provided in the column Price Range ($), the price reported in that row’s column Price Per Share ($) is a weighted average price. These Shares were purchased in multiple transactions at prices between the price ranges indicated in the column Price Range ($). The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of Shares sold at each separate price.
| Trade Date | Share Purchased (Sold) | Price per Share ($) | Price Range ($) | |||||||
| STEAMBOAT CAPITAL PARTNERS MASTER FUND, LP | ||||||||||
| 3/11/2020 | 34,245 | 8.9505 | 8.825-9 | |||||||
| 3/12/2020 | 71,652 | 8.7722 | 8.58-9 | |||||||
| 3/13/2020 | 44,162 | 8.7123 | 8.545-8.75 | |||||||
| 3/16/2020 | 8,038 | 8.2775 | 8.25-8.3 | |||||||
| 3/18/2020 | 70,354 | 6.9976 | 6.7-7.15 | |||||||
| 3/19/2020 | 888 | 7.7933 | 7.78-7.8 | |||||||
| 3/20/2020 | 71,834 | 7.8677 | 7.735-8 | |||||||
| STEAMBOAT CAPITAL PARTNERS II, LP | ||||||||||
| 3/11/2020 | 641 | 8.9505 | 8.825-9 | |||||||
| 3/12/2020 | 1341 | 8.7722 | 8.58-9 | |||||||
| 3/13/2020 | 827 | 8.7123 | 8.545-8.75 | |||||||
| 3/16/2020 | 150 | 8.2775 | 8.25-8.3 | |||||||
| 3/18/2020 | 1317 | 6.9976 | 6.7-7.15 | |||||||
| 3/19/2020 | 17 | 7.7933 | 7.78-7.8 | |||||||
| 3/20/2020 | 1345 | 7.8677 | 7.735-8 | |||||||
| STEAMBOAT CAPITAL PARTNERS, LLC (on behalf of and through other client accounts) | ||||||||||
| 3/11/2020 | 11,573 | 8.9505 | 8.825-9 | |||||||
| 3/12/2020 | 24,215 | 8.7722 | 8.58-9 | |||||||
| 3/13/2020 | 14,926 | 8.7123 | 8.545-8.75 | |||||||
| 3/16/2020 | 2,717 | 8.2775 | 8.25-8.3 | |||||||
| 3/18/2020 | 23,776 | 6.9976 | 6.7-7.15 | |||||||
| 3/19/2020 | 301 | 7.7933 | 7.78-7.8 | |||||||
| 3/20/2020 | 24,277 | 7.8677 | 7.735-8 | |||||||
| 3/23/2020 | (3778 | ) | 7.4593 | 7.16-8.04 | ||||||
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended the undersigned hereby agree that the statement on Schedule 13D filed herewith (and any amendments thereto), relating to the Common Stock, par value $0.01 per share (the “Shares”), of International Money Express, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission, on behalf of each of the undersigned. Each of the undersigned shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other undersigned, unless such undersigned knows or has reason to know that such information is inaccurate. This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
Dated: March 23, 2020
| /s/ Parsa Kiai | ||
| Steamboat Capital Partners LLC | ||
| By: | /s/ Parsa Kiai | |
| Steamboat Capital Partners GP, LLC | ||
| By: | /s/ Parsa Kiai | |
| Steamboat Capital Partners Master Fund, LP | ||
| By: | Steamboat Capital Partners GP, LLC, Its General Partner | |
| By: | /s/ Parsa Kiai | |
| Steamboat Capital Partners II, LP | ||
| By: | Steamboat Capital Partners GP, LLC, Its General Partner | |
| By: | /s/ Parsa Kiai | |