~ Paysafe operates a unique two-sided network
and processes nearly $100 Billion in Volume ~
~ Bill Foley to become Chairman of the board of
directors and Paysafe CEO Philip McHugh will continue leading the
Newly Combined Company ~
~ Transaction and partnership with Foley
Trasimene will accelerate growth, enhance margins, and continue to
build upon M&A strategy ~
~ Transaction values Paysafe at pro-forma
enterprise value of $9 billion upon consummation of transaction
~
~ Transaction Includes a $2.0 Billion Fully
Committed PIPE from Investors including a $500 million investment
from Fidelity National Title Insurance Co., Chicago Title Insurance
Co., Commonwealth Land Title Insurance Co. and Fidelity &
Guaranty Life Insurance Co., and a $350 million investment from
Cannae Holdings, Inc. Other institutional investors include Third
Point LLC, Suvretta Capital Management, Hedosophia and the
Federated Hermes Kaufmann Funds ~
~ Joint Investor Call and Presentation on
December 7, 2020 at 9:00 a.m. ET ~
Foley Trasimene Acquisition Corp. II (NYSE: BFT, BFT WS) (“Foley
Trasimene”), a special purpose acquisition company, and Paysafe
Group Holdings Limited (“Paysafe”), a leading integrated payments
platform, today announced that they have entered into a definitive
agreement and plan of merger. Upon closing of the transaction, the
newly combined company (the "Company") will operate as Paysafe and
plans to list on the New York Stock Exchange (NYSE) under the
symbol PSFE. The transaction reflects an implied pro-forma
enterprise value for Paysafe of approximately $9 billion.
Paysafe is a leading integrated payments platform, with a
two-sided consumer and merchant network, whose core purpose is to
enable businesses and consumers around the world to connect and
transact seamlessly through payment processing, digital wallet, and
online cash solutions.
William P. Foley, II, Founder and Chairman of Foley Trasimene,
stated, “Upon the formation and initial listing of Foley Trasimene,
our team initiated a diligent and thorough search process to source
an appropriate partner, with the goal to announce a partnership
prior to year end. Thanks to the hard work of our team, we have
reached this milestone with Paysafe as our ideal partner. Philip
and the entire management team have positioned Paysafe to be a
leading global payments platform. We believe we can further enhance
Paysafe’s growth trajectory through accelerated operational
transformation and M&A, enabled by our de-levered balance
sheet. Paysafe delivers a unique value proposition in large and
high-growth markets, such as gaming and e-commerce, enabling the
company to generate strong organic revenue growth and margin
expansion. With a proven strategy and an experienced management
team and our newly formed partnership, we believe Paysafe has
significant long-term growth potential.”
Philip McHugh, CEO of Paysafe, stated, “Today’s announcement
begins an exciting new chapter in our company’s history and we’re
excited about the partnership with Foley Trasimene, Blackstone and
CVC. Today, more than ever, businesses and consumers need to
connect and seamlessly transact via digital commerce. This is what
Paysafe does best through our industry-leading payment processing,
digital wallet, and online cash solutions. This transaction will
allow us to accelerate our growth opportunities across the
business, particularly in fast growth sectors such as iGaming where
we are the payments partner of choice.”
Martin Brand, a Senior Managing Director at Blackstone, said,
“Paysafe has built a leading global e-commerce payment platform
under Philip’s leadership. This investment, the largest ever common
stock PIPE raised by a special-purpose acquisition company,
de-levers the company and positions Paysafe for organic and
inorganic future growth. Bill Foley has an exceptional track record
of value creation in financial technology and will drive
outstanding shareholder returns.”
Peter Rutland, a Managing Partner at CVC, said, “Under
Blackstone’s and CVC’s ownership the management team have
transformed Paysafe into a leading global payments provider by
investing in its technology, products and customer proposition. We
are looking forward to remaining significant shareholders alongside
Foley Trasimene for the next stage of Paysafe’s growth.”
Stuart C. Harvey, Jr, Chairman of the Paysafe Board of
Directors, stated, “Paysafe’s blend of scale, vertical expertise,
and broad suite of payment capabilities makes it incredibly
well-positioned to continue its strong growth trajectory. In
addition, this transaction provides Paysafe with even greater
opportunity to strategically expand its innovative payment
solutions, execute accretive M&A, and accelerate its growth
initiatives. We look forward to seeing Paysafe’s continued success
and growth as a public company. “
Paysafe Investment Highlights:
- Leading integrated payments platform processing nearly $100
billion of payment volume.
- Significant exposure to eCommerce with more than 75% of revenue
from online and integrated services.
- Highly differentiated B2B and B2C global network with a
powerful suite of digital wallet, eCash and integrated processing
solutions.
- Significant growth opportunities in a massive addressable
market, with expertise in highest value verticals.
- Long history as the global market leader in iGaming payments,
and well-positioned to capitalize on the expanding US iGaming
market.
- Proprietary and scalable platform in technology and risk
management driving a proven M&A playbook.
- Attractive, asset-light financial profile with over 30% EBITDA
margins, 80% cash conversions1 and double-digit revenue growth
across diversified geographies and verticals.
- Clear strategy for growth and transformation in partnership and
leadership of Bill Foley.
- Highly experienced management team led by Philip McHugh, CEO of
Paysafe, who will continue leading the newly combined company.
¹2021 estimated
Transaction Summary
Under the terms of the proposed transaction, Foley Trasimene
will combine with Paysafe and, in connection with the business
combination, Paysafe will become a publicly traded entity under the
name “Paysafe Limited” and symbol PSFE. The transaction reflects an
implied pro-forma enterprise value at closing of approximately $9
billion.
The cash component of the consideration will be funded by Foley
Trasimene’s cash in trust, $150.0 million in proceeds from the
forward purchase agreement with Cannae Holdings, Inc., as well as a
$2.0 billion private placement from various institutional and
private investors. The $2.0 billion private placement includes a
$500 million investment from Fidelity National Title Insurance Co.,
Chicago Title Insurance Co., Commonwealth Land Title Insurance Co.
and Fidelity & Guaranty Life Insurance Co. and a $350 million
investment from Cannae Holdings, Inc. Other institutional investors
include Third Point LLC, Suvretta Capital Management, Hedosophia
and the Federated Hermes Kaufmann Funds. The balance of the
consideration will consist of equity in the combined company.
Existing Paysafe equity holders, including Blackstone, CVC and
management, will remain the largest investors in the Company.
Completion of the transaction is subject to approval by Foley
Trasimene stockholders, the effectiveness of a registration
statement to be filed with the Securities and Exchange Commission
(the “SEC”) in connection with the transaction, and other customary
closing conditions, including the receipt of certain regulatory
approvals. The transaction is expected to close in the first half
of 2021.
Advisors
Credit Suisse is acting as lead financial advisor and capital
markets advisor to Paysafe and also acted as lead placement agent
on the private offering. Morgan Stanley also acted as financial
advisor to Paysafe. BofA Securities and J.P. Morgan Securities LLC
also acted as placement agents on the private offering. Simpson
Thacher & Bartlett LLP is acting as legal counsel to Paysafe.
Proton Partners is acting as strategic advisor to Paysafe.
RBC Capital Markets LLC., BofA Securities and J.P. Morgan are
acting as financial advisors to Foley Trasimene. Weil, Gotshal
& Manges LLP is acting as legal counsel to Foley Trasimene.
Conference Call and Presentation Information
Management of Foley Trasimene and Paysafe will host an investor
call on December 7, 2020, at 9am ET to discuss the proposed
transaction. The conference call will be accompanied by a detailed
investor presentation.
For those who wish to participate, the domestic toll-free access
number is 1-877-407-0784 (Conference ID: 13713911), or for
international callers, 1-201-689-8560 (Conference ID: 13713911). A
telephone replay will be available shortly after the call and can
be accessed by dialing 1-844-512-2921 (Replay Pin Number:
13713911), or for international callers, 1-412-317-6671 (Replay Pin
Number: 13713911).
A webcast of the call, along with this press release and the
investor presentation are available in the “investor” sections of
the Foley Trasimene Acquisition Corp. II website at
https://investor.foleytrasimene2.com and Paysafe’s website at
www.paysafe.com/investors.
In addition, Foley Trasimene will file the investor presentation
with the SEC as an exhibit to a Current Report on Form 8-K prior to
the call, which will be available on the SEC’s website at
www.sec.gov.
About Foley Trasimene Acquisition Corp. II
Foley Trasimene Acquisition Corp. II is a blank check company
whose business purpose is to effect a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization, or
similar business combination with one or more businesses or
entities. For more information, please visit
www.foleytrasimene2.com
About Paysafe
Paysafe Group (Paysafe) is a leading integrated payments
platform. Its core purpose is to enable businesses and consumers to
connect and transact seamlessly through industry-leading
capabilities in payment processing, digital wallet, and online cash
solutions. With over 20 years of online payment experience, an
annualized transactional volume of over US $98 billion in 2019, and
approximately 3,000 employees located in 12+ global locations,
Paysafe connects businesses and consumers across 70 payment types
in over 40 currencies around the world. Delivered through an
integrated platform, Paysafe solutions are geared toward
mobile-initiated transactions, real-time analytics and the
convergence between brick-and-mortar and online payments. Further
information is available at www.paysafe.com.
About Blackstone
Blackstone is one of the world’s leading investment firms. We
seek to create positive economic impact and long-term value for our
investors, the companies we invest in, and the communities in which
we work. We do this by using extraordinary people and flexible
capital to help companies solve problems. Our $584 billion in
assets under management include investment vehicles focused on
private equity, real estate, public debt and equity, life sciences,
growth equity, opportunistic, non-investment grade credit, real
assets and secondary funds, all on a global basis. Further
information is available at www.blackstone.com. Follow Blackstone
on Twitter @Blackstone.
About CVC
Established in 1981, CVC is a world leader in private equity and
credit with $105.1 billion of assets under management, $160.3
billion of funds committed and a global network of 23 local
offices: 15 across Europe and the Americas and eight in the Asia
Pacific region. CVC is majority owned by its employees and led by
its Managing Partners. CVC's private equity platform manages over
$79 billion of assets and comprises four strategies:
Europe/Americas; Asia; Strategic Opportunities; and Growth
Partners, each of which benefits from CVC's global platform. CVC's
ability to bring to bear the full extent of its global resources on
any situation gives it a competitive advantage when sourcing new
investment opportunities and when creating value during CVC's
ownership period.
Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures
that are not prepared in accordance with generally accepted
accounting principles in the United States (“GAAP”) and that may be
different from non-GAAP financial measures used by other companies.
Foley Trasimene and Paysafe believe that the use of these non-GAAP
financial measures provides an additional tool for investors to use
in evaluating ongoing operating results and trends of Paysafe.
These non-GAAP measures should not be considered in isolation from,
or as an alternative to, financial measures determined in
accordance with GAAP. Additionally, to the extent that
forward-looking non-GAAP financial measures are provided, they are
presented on a non-GAAP basis without reconciliations of such
forward-looking non-GAAP measures due to the inherent difficulty in
forecasting and quantifying certain amounts that are necessary for
such reconciliation.
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination, a
registration statement on Form F-4 (the “Form F-4”) is expected to
be filed by Paysafe Limited, an exempted limited company
incorporated under the laws of Bermuda (the “Company”), with the
SEC. The Form F-4 will include preliminary and definitive proxy
statements to be distributed to holders of Foley Trasimene’s common
stock in connection with Foley Trasimene’s solicitation for proxies
for the vote by Foley Trasimene’s stockholders in connection with
the proposed business combination and other matters as described in
the Form F-4, as well as a prospectus of the Company relating to
the offer of the securities to be issued in connection with the
completion of the business combination. Foley Trasimene, Paysafe
and the Company urge investors, stockholders and other interested
persons to read, when available, the Form F-4, including the proxy
statement/prospectus incorporated by reference therein, as well as
other documents filed with the SEC in connection with the proposed
business combination, as these materials will contain important
information about Paysafe, Foley Trasimene, and the proposed
business combination. Such persons can also read Foley Trasimene’s
final prospectus dated August 20, 2020 (SEC File No. 333-240285),
for a description of the security holdings of Foley Trasimene’s
officers and directors and their respective interests as security
holders in the consummation of the proposed business combination.
After the Form F-4 has been filed and declared effective, the
definitive proxy statement/prospectus will be mailed to Foley
Trasimene’s stockholders as of a record date to be established for
voting on the proposed business combination. Stockholders will also
be able to obtain copies of such documents, without charge, once
available, at the SEC’s website at www.sec.gov, or by directing a
request to: Foley Trasimene Acquisition Corp. II, 1701 Village
Center Circle, Las Vegas, NV 89134, or (702) 323-7330. These
documents, once available, can also be obtained, without charge, at
the SEC’s web site (http://www.sec.gov).
Participants in the Solicitation
Foley Trasimene, Paysafe, the Company and their respective
directors, executive officers and other members of their management
and employees, under SEC rules, may be deemed to be participants in
the solicitation of proxies of Foley Trasimene’s stockholders in
connection with the proposed business combination. Investors and
security holders may obtain more detailed information regarding the
names, affiliations and interests of Foley Trasimene’s directors
and executive officers in Foley Trasimene’s final prospectus dated
August 20, 2020 (SEC File No. 333-240285), which was filed with the
SEC on August 13, 2020. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of
proxies of Foley Trasimene’s stockholders in connection with the
proposed business combination will be set forth in the proxy
statement/prospectus for the proposed business combination when
available. Information concerning the interests of Foley
Trasimene’s and Paysafe’s participants in the solicitation, which
may, in some cases, be different than those of Foley Trasimene’s
and Paysafe’s equity holders generally, will be set forth in the
proxy statement/prospectus relating to the proposed business
combination when it becomes available.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Foley Trasimene’s and
Paysafe’s actual results may differ from their expectations,
estimates, and projections and, consequently, you should not rely
on these forward-looking statements as predictions of future
events. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and
similar expressions (or the negative versions of such words or
expressions) are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Foley Trasimene’s and Paysafe’s expectations with
respect to future performance and anticipated financial impacts of
the proposed business combination, the satisfaction or waiver of
the closing conditions to the proposed business combination, and
the timing of the completion of the proposed business
combination.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially, and potentially adversely, from those expressed or
implied in the forward-looking statements. Most of these factors
are outside Foley Trasimene’s and Paysafe’s control and are
difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event,
change, or other circumstances that could give rise to the
termination of the definitive merger agreement (the “Agreement”);
(2) the outcome of any legal proceedings that may be instituted
against Foley Trasimene, the Company and/or Paysafe following the
announcement of the Agreement and the transactions contemplated
therein; (3) the inability to complete the proposed business
combination, including due to failure to obtain approval of the
stockholders of Foley Trasimene, certain regulatory approvals, or
satisfy other conditions to closing in the Agreement; (4) the
occurrence of any event, change, or other circumstance that could
give rise to the termination of the Agreement or could otherwise
cause the transaction to fail to close; (5) the impact of COVID-19
on Paysafe’s business and/or the ability of the parties to complete
the proposed business combination; (6) the inability to obtain or
maintain the listing of the Company’s common shares on the New York
Stock Exchange following the proposed business combination; (7) the
risk that the proposed business combination disrupts current plans
and operations as a result of the announcement and consummation of
the proposed business combination; (8) the ability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, the ability of
Paysafe to grow and manage growth profitably, and retain its key
employees; (9) costs related to the proposed business combination;
(10) changes in applicable laws or regulations; and (11) the
possibility that Paysafe, Foley Trasimene or the Company may be
adversely affected by other economic, business, and/or competitive
factors. The foregoing list of factors is not exclusive. Additional
information concerning certain of these and other risk factors is
contained in Foley Trasimene’s most recent filings with the SEC and
will be contained in the Form F-4, including the proxy
statement/prospectus expected to be filed in connection with the
proposed business combination. All subsequent written and oral
forward-looking statements concerning Foley Trasimene, Paysafe or
the Company, the transactions described herein or other matters and
attributable to Foley Trasimene, Paysafe, the Company or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statements above. Readers are cautioned not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. Each of Foley Trasimene, Paysafe and the
Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in their
expectations with respect thereto or any change in events,
conditions, or circumstances on which any statement is based,
except as required by law.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Foley Trasimene, the Company or Paysafe, nor
shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or exemptions therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201207005389/en/
Paysafe Media Kate Aldridge Paysafe +44 750 079 7547
Kate.Aldridge@paysafe.com Paysafe Investors William Maina ICR for
Paysafe +1 646-277-1236 Paysafe-IR@icrinc.com Foley Trasimene
Acquisition Corp. II Investors Shannon Devine Solebury Trout +1
203-858-1945 Sdevine@soleburytrout.com
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