Paya Holdings Inc. (NASDAQ: PAYA) (“Paya” or the “Company”) today
announced that it has commenced an exchange offer (the “Offer”) and
consent solicitation (the “Consent Solicitation”) relating to its
outstanding public warrants and private placement warrants
(collectively, the “warrants”) to purchase shares of common stock,
par value $0.001 per share (“Common Stock”), of the Company. The
purpose of the Offer and Consent Solicitation is to simplify the
Company’s capital structure and reduce the potential dilutive
impact of the warrants, thereby providing the Company with more
flexibility for financing its operations in the future.
The Company is offering to all holders of its warrants the
opportunity to receive 0.260 shares of common stock in exchange for
each outstanding warrant tendered by the holder and exchanged
pursuant to the Offer. Pursuant to the Offer, the Company is
offering up to an aggregate of 4,605,885 shares of its common stock
in exchange for the warrants.
Concurrently with the Offer, the Company is also soliciting
consents from holders of the public warrants to amend the warrant
agreement that governs all of the warrants (the “Warrant
Agreement”) to permit the Company to require that each Warrant that
is outstanding upon the closing of the Offer be converted into
0.234 shares of common stock, which is a ratio 10% less than the
exchange ratio applicable to the Offer (such amendment, the
“Warrant Amendment”). Pursuant to the terms of the Warrant
Agreement, all except certain specified modifications or amendments
require the vote or written consent of holders of at least 65% of
the outstanding public warrants. Accordingly, the adoption of the
Warrant Amendment will require the consent of holders of at least
65% of the outstanding public warrants. Parties representing 63.2%
of the outstanding public warrants have agreed to tender their
warrants in the Offer and to consent to the Warrant Amendment in
the Consent Solicitation, pursuant to a tender and support
agreement. Accordingly, if holders of an additional approximately
1.8% of the outstanding public warrants consent to the Warrant
Amendment in the Consent Solicitation, and the other conditions of
the Offer are satisfied or waived, then the Warrant Amendment will
be adopted. The offering period will continue until 11:59 p.m.,
Eastern Daylight Time, on September 10, 2021, or such later time
and date to which the Company may extend, as described in the
Company’s Schedule TO and Prospectus/Offer to Exchange (the
“Expiration Date”). Tendered warrants may be withdrawn by holders
at any time prior to the Expiration Date.
The Offer and Consent Solicitation are being made pursuant to a
Prospectus/Offer to Exchange dated August 13, 2021, and Schedule
TO, dated August 13, 2021, each of which have been filed with the
U.S. Securities and Exchange Commission (“SEC”) and more fully set
forth the terms and conditions of the Offer and Consent
Solicitation.
The Company’s common stock and public warrants are listed on The
Nasdaq Capital Market under the symbols “PAYA” and “PAYAW,”
respectively. As of August 13, 2021, a total of 17,714,945 warrants
were outstanding.
The Company has engaged Evercore Group L.L.C. as the Dealer
Manager for the Offer and Consent Solicitation. Any questions or
requests for assistance concerning the Offer and Consent
Solicitation may be directed to Evercore Group L.L.C. at (888)
474-0200 (toll-free). D.F. King & Co., Inc. has been appointed
as the Information Agent for the Offer and Consent Solicitation,
and Continental Stock Transfer & Trust Company has been
appointed as the Exchange Agent. Requests for documents should be
directed to D.F. King & Co., Inc. at (800) 370-1749 (for
warrant holders) or (212) 269-5550 (for banks and brokers) or via
the following email address: paya@dfking.com.
Important Additional Information Has Been Filed with the
SEC
Copies of the Schedule TO and Prospectus/Offer to Exchange will
be available free of charge at the website of the SEC at
www.sec.gov. Requests for documents may also be directed to
Evercore Group L.L.C. at (888) 474-0200 (toll-free). A registration
statement on Form S-4 relating to the securities to be issued in
the Offer has been filed with the SEC but has not yet become
effective. Such securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective.
This announcement is for informational purposes only and shall
not constitute an offer to purchase or a solicitation of an offer
to sell the warrants or an offer to sell or a solicitation of an
offer to buy any shares of common stock in any state in which such
offer, solicitation or sale would be unlawful before registration
or qualification under the laws of any such state. The Offer and
Consent Solicitation are being made only through the Schedule TO
and Prospectus/Offer to Exchange, and the complete terms and
conditions of the Offer and Consent Solicitation are set forth in
the Schedule TO and Prospectus/Offer to Exchange.
Holders of the warrants are urged to read the Schedule
TO and Prospectus/Offer to Exchange carefully before making any
decision with respect to the Offer and Consent Solicitation because
they contain important information, including the various terms of,
and conditions to, the Offer and Consent Solicitation.
None of the Company, any of its management or its board of
directors, or the Information Agent, the Exchange Agent or the
Dealer Manager makes any recommendation as to whether or not
holders of warrants should tender warrants for exchange in the
Offer or consent to the Warrant Amendment in the Consent
Solicitation.
About Paya Holdings Inc.
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 processed over $35 billion in card and
ACH payment volume for the twelve months ended June 30, 2021. As of
June 30, 2021, the Company served more than 100,000 customers
through key distribution partners focused on targeted, high growth
verticals such as healthcare, education, non-profit, government,
utilities, and other B2B end markets. Our business has built its
foundation on offering robust integrations into front-end Customer
Relationship Management and back-end accounting independent
software vendors. The Company is headquartered in Atlanta, GA, with
offices in Reston, VA, Fort Walton Beach, FL, Mt. Vernon, OH,
Dayton, OH, Miamisburg, OH, Dallas, TX and Tempe, AZ.
Forward-Looking Statements
Certain statements made in this press release are "forward
looking statements" within the meaning of the "safe harbor"
provisions of the United States Private Securities Litigation
Reform Act of 1995. When used in this press release, the words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would,” “will,” “approximately,”
“shall” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking. These forward-looking statements
are not guarantees of future performance, conditions or results,
and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
our control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements.
Forward-looking statements in this press release may include, for
example, statements about the consummation of the Offer and Consent
Solicitation, the entry into the Warrant Amendment, the issuance of
common stock following consummation of the Offer, and the effects
of the Offer on our capital structure.
The forward-looking statements contained in this press release
are based on our current expectations and beliefs concerning future
developments and their potential effects on us. You should not
place undue reliance on such statements as we cannot assure you
that future developments affecting us will be those that we have
anticipated. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond our control) or
other assumptions that may cause actual results or performance to
be materially different from those expressed or implied by these
forward-looking statements. Should one or more of these risks or
uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. Some factors that
could cause actual results to differ include, but are not limited
to: our ability to successfully complete the Offer and Consent
Solicitation; exposure to economic conditions and political risk
affecting the consumer loan market and consumer and commercial
spending; the impacts of the ongoing COVID-19 coronavirus pandemic
and the actions taken to control or mitigate its spread (which
impacts are highly uncertain and cannot be reasonably estimated or
predicted at this time); competition; the ability of our business
to grow and manage growth profitably; changes in applicable laws or
regulations; changes in the payment processing market in which Paya
competes, including with respect to its competitive landscape,
technology evolution or regulatory changes; changes in the vertical
markets that Paya targets; risks relating to Paya’s relationships
within the payment ecosystem; risk that Paya may not be able to
execute its growth strategies, including identifying and executing
acquisitions; risks relating to data security; changes in
accounting policies applicable to Paya; the risk that Paya may not
be able to develop and maintain effective internal controls and
other risks and uncertainties; and other risks and uncertainties
discussed in our filings with the Securities and Exchange
Commission.
We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws.
Investor Contact:Matt Humphries, CFAHead of
Investor Relationsmatt.humphries@paya.com
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