~ 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.
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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. “
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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.
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