mick
4 years ago
$FTAC reading dd & theory Paya and FinTech III Announce Merger Agreement
Paya, a leading integrated payments and commerce solution provider,
and FinTech Acquisition Corp. III (NASDAQ: FTAC) (“FinTech III”), a special purpose acquisition company, announced today that they have entered into a definitive merger agreement. Upon closing of the transaction, the combined company (the "Company") will operate as Paya and will be listed on NASDAQ under the new symbol PAYA.
The transaction reflects an implied enterprise value for the Company of approximately $1.3 billion.
The Paya management team, led by CEO Jeff Hack, will continue to execute the growth strategy of the Company. Paya’s existing majority equity holder GTCR, a leading private equity firm, will remain the Company’s largest stockholder.
GTCR is a long-time investor in financial technology and has a successful track-record of supporting fast-growing payments companies
in the public markets, including previous investments in VeriFone, Syniverse and Transaction Network Services.
Paya is a leading integrated payments provider, processing over $30 billion for over 100,000 customers.
Through its proprietary card and ACH platform, Paya Connect, Paya partners with software providers to deliver vertically tailored
payments solutions to business customers in attractive end markets
such as B2B goods & services, healthcare, non-profit & faith-based
government & utilities, and education.
Paya focuses on end markets where electronic payments acceptance is under-penetrated and where Paya has developed differentiated product
and software partnerships.
“We are excited to partner with FinTech III to accelerate our path to becoming a public company and greatly appreciate GTCR’s continued investment and support,” said Paya CEO Jeff Hack.
“Paya has a long and proven history of creating differentiated value
for software integration partners and their end customers.
We have reached this milestone thanks to a terrific roster of software partners, as well as our talented and dedicated Paya colleagues.
As a publicly listed company, we will continue to invest in the
product innovation and support our software partners rely on to meet
the needs of their clients, as well as have access to capital for additional strategic acquisitions,” he continued.
Betsy Z. Cohen, Chairman of the Board of Directors of FinTech III,
said, "Integrating payment solutions with software is the fastest growing segment of the payments industry, and Paya is perfectly positioned as the partner of choice for sophisticated software
providers and middle market business clients across multiple attractive verticals.
Jeff and his team have created innovative solutions that anticipate
the needs of the market which provides a clear, strategic vision for accelerating growth at Paya.”
Collin Roche, Managing Director at GTCR commented,
“This transaction is another great example of our Leaders Strategy™ approach and its ability to transform businesses in industries we know well like payments.”
Aaron Cohen, Managing Director at GTCR added,
“Jeff and the leadership team have made the investments in technology and talent to build a differentiated integrated payments platform of scale in attractive end markets, and we are excited to continue supporting Paya in this next chapter of growth.”
Paya Highlights:
Leading independent payments platform in growing market
Largest independent pure-play provider in the rapidly growing
integrated payments space
Among highest proportion of card-not-present (CNP) transactions in the industry, comprising 85% of card volume.
Scale provider generating $30 billion of electronic payments volume annually Deep expertise in attractive end verticals
Focus on markets defined by strong secular tailwinds and low penetration of electronic payments such as B2B, Healthcare, Government & Utilities,
and Non-Profit markets Vertically tailored product set built on the best-in-class Paya Connect platform Differentiated distribution model focused on end-to-end payment solutions integrated into software
Attractive partnership model defined by high degree of scalability
Strong partnerships with extensive network of independent software providers in core verticals
Multiple vectors for continued growth
Embedded white-space penetration opportunities within installed base of existing partnerships
Modular technology infrastructure and broad solution suite built to drive new partnerships in core verticals and expand into attractive adjacencies
Proven platform for accretive M&A
Attractive financial profile
Industry-leading KPIs, including a $200+ average ticket
Track-record of historical growth,
strong operating leverage and excellent cash flow generation
Seasoned and experienced management team
Combined 100+ years in payments industry with organizations including JPMorgan Chase, PayPal, First Data, and Vantiv
Transaction Summary
The transaction reflects an implied enterprise value for the Company of approximately $1.3 billion at closing.
The cash component of the consideration will be funded by FinTech III’s cash in trust as well as a private placement from various institutional investors,
including Franklin Templeton and
Wellington Management Company LLP, that will close concurrently with
the merger.
The balance of the consideration will consist of shares of common stock in the combined company.
Existing Paya equity holders have the potential to receive an earnout
of additional shares of common stock if certain stock price targets are met as set forth in the definitive merger agreement.
Existing Paya equity holders, including GTCR and management, will remain the largest investors by rolling over significant equity into the combined company.
Pursuant to the merger agreement,
a newly formed entity,
FinTech Acquisition Corp. III Parent Corp.,
will cause a merger subsidiary to merge with and into FinTech Acquisition Corp. III,
resulting in FinTech Acquisition Corp. III Parent Corp.
being the new parent company.
The seller entities will then contribute and sell certain equity interests to FinTech Acquisition Corp. III Parent Corp. in exchange
for the cash and equity consideration described above.
Immediately following the closing, FinTech Acquisition Corp. III Parent Corp. will change its name to Paya Holdings Inc.
The merger is expected to close in the fourth quarter,
pending FinTech III stockholder and regulatory approval.
Additional information about the merger will be provided in a
Current Report on Form 8-K that will contain an investor
presentation to be filed with the Securities and
Exchange Commission (“SEC”) and available at http://www.sec.gov.
In addition, FinTech Acquisition Corp. III Parent Corp. intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus of FinTech III, and will file other documents regarding the proposed transaction with the SEC.
Advisors
Evercore is acting as exclusive capital markets and financial advisor to Paya. William Blair is acting as financial advisor to Paya.
Kirkland & Ellis LLP is acting as legal counsel to Paya.
Cantor Fitzgerald & Co. and Northland Capital Markets are acting as capital markets advisors to FinTech III. Ledgewood PC is acting as legal counsel to FinTech III.
Morgan Stanley, Evercore and Cantor Fitzgerald & Co. are acting as private placement agents.
Investor Call Details
Monday, August 3, 2020
9:00 am EDT
Participant Operator Assisted Dial-In:
United States Toll/International: +1 470 378 4566
United States Toll-Free: +1 866 887 9210
Event ID: 319197
A telephone replay will be available shortly after the call and can be accessed by dialing:
United States Toll/International: +1 563 607 5050
United States Toll-Free: +1 855 221 8297
Event ID: 319197#
About Paya
Paya is a leading provider of integrated payment and frictionless commerce solutions that help customers accept and make payments, expedite receipt of money, and increase operating efficiencies.
The company processes over $30 billion of annual payment volume across credit/debit card, ACH, and check, making it a top 20 provider of payment processing in the US and #6 overall in e-Commerce.
Paya serves more than 100,000 customers through over 1,000 key distribution partners focused on targeted,
high growth verticals such as healthcare,
education,
non-profit,
government,
utilities,
manufacturing, and
other B2B end markets.
The business has built its foundation on offering robust integrations into front-end CRM and back-end accounting systems to enhance customer experience and workflow.
Paya is headquartered in Atlanta, GA, with offices in Reston, VA, Fort Walton Beach, FL, Dayton, OH, and Mt. Vernon, OH. For more information about Paya, visit http://www.paya.com or follow us on Twitter:
PayaHQ and LinkedIn: Paya.
About FinTech Acquisition Corp III
FinTech Acquisition Corp. III is a special purpose acquisition company formed for the purpose of entering into a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses,
with a focus on the financial technology industry. The company raised $345,000,000 in its initial public offering in November 2018 and is listed on the NASDAQ under the symbol “FTAC”.
About GTCR
Founded in 1980, GTCR is a leading private equity firm focused on investing in growth companies in the Financial Services & Technology, Healthcare, Technology, Media & Telecommunications, and Growth Business Services industries.
The Chicago-based firm pioneered The Leaders Strategy™ – finding and partnering with management leaders in core domains to identify, acquire and build market-leading companies through transformational acquisitions and organic growth.
Since its inception, GTCR has invested more than $18 billion in over 200 companies. For more information, please visit http://www.gtcr.com.
https://www.marketwatch.com/press-release/paya-and-fintech-iii-announce-merger-agreement-2020-08-03?mod=mw_quote_news
mick
4 years ago
$FTAC Item 1.01 Entry Into A Material Definitive Agreement.
On August 3 2020, FinTech Acquisition Corp. III (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among GTCR-Ultra Holdings, LLC (“Seller”),
GTCR Ultra-Holdings II, LLC (“Holdings”), FinTech Acquisition Corp. III Parent Corp. (“Parent”), the Company, FinTech III Merger Sub Corp. (“Merger Sub”),
GTCR/Ultra Blocker, Inc. (“Blocker”), and GTCR Fund XI/C LP (“Blocker Seller”), which provides for, among other things,
(a) Merger Sub to be merged with and into the Company with the Company being the surviving corporation in the merger and a wholly owned subsidiary of Parent (the “Merger”) and
(b) through a series of transactions, Seller and Blocker Seller to contribute to Parent all of the equity interests in Holdings and Blocker in exchange for cash and shares of common stock of Parent (the “Contribution and Exchange” and together with the Merger and the other transactions contemplated by the Merger Agreement, the “Transactions”).
The Merger Agreement
Transactions
As a result of the Transactions, the Company and the various operating subsidiaries of Holdings will become subsidiaries of Parent, with Seller and former stockholders of the Company becoming stockholders of Parent.
Consideration
The aggregate consideration to be paid in the Transactions will consist of (i) based on Holdings’ current capitalization, assuming no redemptions, an estimated $565 million in cash and 48 million shares of Parent’s common stock, and (ii) up to an additional 14,000,000 shares of Parent’s common stock (the “Earnout Shares”), in the event that the closing sale price of Parent’s common stock exceeds certain price thresholds for 20 out of any 30 consecutive trading days during the first five years following the closing of the Transactions. The number of shares of the equity consideration will be based on a $10.00 per share value for Parent’s common stock The cash consideration will be funded from the cash held in the Company’s trust account (after permitted redemptions) and the proceeds of the PIPE Investment (described below).
Redemption Offer
Pursuant to the Company’s amended and restated certificate of incorporation and in accordance with the terms of the Merger Agreement, the Company will be providing its public stockholders with the opportunity to redeem, upon the closing of the Transactions, their shares of Company Class A common stock for cash equal to their pro rata share of the aggregate amount on deposit as of two (2) business days prior to the consummation of the Transactions in the Company’s trust account (which holds the proceeds of the Company’s initial public offering (the “IPO”), less taxes payable(the “Redemption Offer”).
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