Paysafe: Advanced Suite of Digital Commerce Solutions
Transaction Overview
Foley Trasimene, Blackstone, and CVC partnering to drive value
Paysafe:
($ in millions)
Pro forma valuation ($ in mm)
Sources (excl. founder shares)
SPAC Cash in Trust (1)
$1,467
Pro Forma Equity Value
$7,195
Forward purchase agreement
150
*
PIPE investment
2,000
(3)
Pro Forma Net Debt
1,805
(PIPE investment excl. CNNE (5), FNT and CTI(6): $1,150)
Existing Paysafe shareholders rollover equity
3,291
Total sources
$6,908
Pro Forma Enterprise Value
$9,000
Uses (excl. founder shares)
Debt paydown
$1,117
(3)(4)
Pro Forma Net Leverage / 2021E Organic Adj. EBITDA
3.6x
$1,872
$46 min.
$140
min.
*PIPE investment of $2.0 billion includes at least a $350 million investment from
Cannae Holdings, Inc. (5) and an expected $500 million investment from Fidelity
National Title and Chicago Title Insurance Co. (6)
Potential Upside with Foley Transformation
+13% growth
120+ bps Organic Adj. EBITDA (4)
margin expansion
expenses
Cash consideration to existing Paysafe shareholders
Existing Paysafe shareholders rollover equity
Estimated fees and
Total uses
2,323
3,291
(2)
176
$6,908
Pro Forma Ownership (1)
$1,663
$140
+17% growth
$655
$15 min.
$60 min.
Significant
upside
through
transformation
opportunity
SPAC and
CNNE FPA
22.5%
$561
min.
$1,686
$60 min.
$580
$1,523
$501
2021E
2022E
2021E
Pro forma
multiples:
16x
2022E
14x
Organic
Organic
Revenue (4)
Adj. EBITDA (4)
Pro forma upside
opportunity(7)
U.S. iGaming expansion (8)
PIPE Shareholders
27.8%
Foley
Trasimene
4.0%
Blackstone, CVC,
and other
shareholders
45.7%
Note:
(1)
(2)
(3)
Represents transaction values at $10.00 per share price. Excludes dilution from 74.8 million public and private placement warrants struck at $11.50. No incremental earnout shares to be granted to selling shareholders.
Assumes no redemptions. Excludes 8.0 million forfeited founder shares (~22% of initial founder shares).
Includes deferred underwriting fees, PIPE placement fees, and other fees and expenses.
Expected pro forma net debt as of 12/31/20E. This excludes the drawn amounts of a local $50m Credit Facility held in the US outside the Group's Senior Credit Facility. For Senior Credit Facility reporting purposes, the Company includes
the drawn amount of this facility in deriving its "Total Secured Net Leverage Ratio" and "Total Net Leverage Ratio". The nature of the facility is to draw on the facility daily and to prefund daily interchange and acts as a source of working
capital. The expected outstanding balance as at 12/31/20E is $45m.
(4)
See slide 49 for additional information regarding this non-GAAP measure.
(5)
(8
Investment to come from Cannae Holdings, Inc., Trasimene Capital FT, LP II, or an affiliate of Trasimene Capital FT, LP II.
Investment to come from Fidelity National Title and Chicago Title Insurance Co.
Represents upside impact to base plan '21E - '22E Organic Adj. EBITDA and Organic Revenue giving pro forma effect to cost savings and revenue opportunities if and when realized in future periods.
Represents upside impact to base plan '22E Organic Adj. EBITDA and Organic Revenue giving pro forma effect to growth in U.S. iGaming market volume if and when it occurs.
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