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     179  0 Kommentare Paya and FinTech III Announce Merger Agreement - Seite 3

    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 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.

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    Paya and FinTech III Announce Merger Agreement - Seite 3 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. …

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