Paysafe to go public via merger with SPAC Foley Trasimene

I

ntegrated payments platform Paysafe Group and special purpose acquisition company Foley Trasimene Acquisition Corp. II announced Monday they have entered into a definitive agreement and plan of merger.

Upon closing of the transaction, the newly combined 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. The transaction is expected to close in the first half of 2021.

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,” Foley added.

Philip McHugh, CEO of Paysafe, will continue leading the newly combined company. He said: “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.”

Paysafe processes nearly $100 billion of payment volume, with more than 75% of revenue from online and integrated services. It has a highly differentiated B2B and B2C global network with a powerful suite of digital wallet, eCash and integrated processing solutions. Its long history as a global market leader in iGaming payments better positions the company to capitalize on the expanding US iGaming market.

Stuart C. Harvey, Jr, Chairman of the Paysafe Board of Directors, said: “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.“

Martin Brand, a Senior Managing Director at Blackstone, commented: “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, stated: “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.”

The cash component of the transaction 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. 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 in connection with the transaction, and other customary closing conditions, including the receipt of certain regulatory approvals.