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 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.
