Paysafe Prices Offering of US$931 Million Senior Secured Notes to Refinance Existing Indebtedness and Extend Maturity Profile
June 10 2021 - 12:38PM
Business Wire
Paysafe Limited (NYSE: PSFE) (“Paysafe” or the “Company”) today
announced the pricing of the previously announced offering by
Paysafe Holdings (US) Corp. and Paysafe Finance PLC, indirect
subsidiaries of Paysafe, of US$931 million (equivalent) aggregate
principal amount of senior secured notes, consisting of US$400
million of 4.00% senior secured notes due 2029 and €435 million of
3.00% senior secured notes due 2029. The offering is expected to
close on June 28, 2021, subject to customary closing conditions.
The notes will be fully and unconditionally guaranteed by Paysafe
Group Holdings II Limited, an indirect subsidiary of Paysafe, and
certain other subsidiaries of Paysafe. Paysafe intends to use the
proceeds from the notes offering, together with the proceeds of new
term facilities, to refinance certain existing indebtedness.
The notes offering was made only to persons reasonably believed
to be qualified institutional buyers in the United States pursuant
to Rule 144A and outside the United States pursuant to Regulation S
under the Securities Act of 1933.
The notes have not been registered under the Securities Act of
1933 or any state securities laws and may not be offered or sold in
the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act of 1933
and applicable state laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase the notes or any other
securities, and shall not constitute an offer, solicitation or sale
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities
Act of 1933.
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. Paysafe Limited’s
(“Paysafe,” “PSFE” or the “Company”) 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 “anticipate,” “appear,”
“approximate,” “believe,” “budget,” “continue,” “could,”
“estimate,” “expect,” “forecast,” “foresee,” “guidance,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “seek,” “should,” “would” and variations of such words
and similar expressions (or the negative version of such words or
expressions) may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. Without limiting the generality of the foregoing,
such forward-looking statements include statements regarding the
Company’s intention to issue new notes, the final terms of the new
notes and the offering and the use of proceeds therefrom. The
Company’s actual results may vary materially from those anticipated
in forward-looking statements.
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. While the Company
believes its assumptions concerning future events are reasonable, a
number of factors could cause actual results to differ materially
from those projected, including, but not limited to: cyberattacks
and security vulnerabilities; complying with and changes in money
laundering regulations, financial services regulations, consumer
and business privacy and data use regulations or other regulations
in Bermuda, the UK, Ireland, Switzerland, the United States, Canada
and elsewhere; changes in our relationships with banks, payment
card networks, issuers and financial institutions; risk related to
processing online payments for merchants and customers engaged in
the online gambling and foreign exchange trading sectors; risks
related to our focus on specialized and high-risk verticals; risks
related to becoming an unwitting party to fraud or be deemed to be
handling proceeds of crimes being committed by customers; the
effects of chargebacks, merchant insolvency and consumer deposit
settlement risk; changes to our continued financial institution
sponsorship; failure to hold, safeguard or account accurately for
merchant or customer funds; risks related to the availability,
integrity and security of internal and external IT transaction
processing systems and services; failure of third parties to comply
with contractual obligations; changes and compliance with payment
card network operating rules; substantial and increasingly intense
competition worldwide in the global payments industry; the COVID-19
pandemic, including the resulting global economic uncertainties;
risks related to developing and maintaining effective internal
controls over financial reporting; managing our growth effectively;
any difficulties maintaining a strong and trusted brand; keeping
pace with rapid technological developments; risks associated with
the significant influence of our principal shareholders; terrorism;
and other factors included in the “Risk Factors” in our Form 20-F
and in other filings we make with the SEC, which are available at
https://www.sec.gov. Readers are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210610005804/en/
Paysafe Media Contact Kate Aldridge Paysafe
Kate.aldridge@paysafe.com +44 750 079 7547 Paysafe Investor Contact
William Maina ICR for Paysafe +1 646-277-1236
Paysafe-IR@icrinc.com
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