Fintech Acquisition Corporation III

Fintech Acquisition Corporation III

Oct 19, 2020 by Roman Developer


ENTERPRISE VALUE: $1.3 billion

*SPACInsider estimate a/o 10-11-20

FinTech Acquisition Corp. III proposes to combine with Paya, 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. This transaction reflects an implied enterprise value for the Company of approximately $1.3 billion. Upon closing of the transaction, the combined company will operate as Paya and will be listed on NASDAQ under the new symbol PAYA.

Paya processes over $30 billion of annual payment volume across credit/debit card, ACH, and check, making it a top 20 provider of payment processing in the US and #6 overall in e-Commerce. Paya serves more than 100,000 customers through over 1,000 key distribution partners focused on targeted, high growth verticals such as healthcare, education, non-profit, government, utilities, manufacturing, and other B2B end markets. The business has built its foundation on offering robust integrations into front-end CRM and back-end accounting systems to enhance customer experience and workflow.


  • Nuvei (Nasdaq: NVEI) Enters a Definitive Agreement to Acquire Paya in an all-cash transaction at USD $9.75 per share for total consideration of approximately $1.3 billion.

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


The aggregate consideration to be paid in the Transactions will consist of:

  • An estimated $565 million in cash (assuming no redemptions)
  • And 48 million shares of Parent’s common stock (based on a $10.00 per share value for Parent’s common stock)
  • Up to an additional 14,000,000 shares of Parent’s common stock (the “Earnout Shares”) from the date of closing up to the fifth anniversary of closing:
    • if the Share Price is greater than $15.00 for any period of 20 trading days out of 30 consecutive trading days, an aggregate of 7,000,000
    • if the Share Price is greater than $17.50 for any period of 20 trading days out of 30 consecutive trading days, an aggregate of 7,000,000

The cash consideration will be funded from the cash held in the Company’s trust account (after permitted redemptions) and the proceeds of the PIPE Investment from various institutional investors, including Franklin Templeton and Wellington Management Company LLP.

**Updated Slide

FTAC transaction Overview 9-22-20

**Previous Slide

paya trans overview


  • Certain institutional accredited investors (the “PIPE Investors”), including affiliates of the Company’s Sponsors (FinTech Investor Holdings III, LLC, FinTech Masala Advisors, LLC and 3FIII, LLC), entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to subscribe for and purchase up to 25,000,000 shares of Company Class A common stock (the “PIPE Shares”) at a purchase price per share of $10.00 (the “PIPE Investment”).
  • An affiliate of the Sponsors has committed to purchase 1,500,000 PIPE Shares as part of the PIPE Investment. The purchase of the PIPE Shares will be consummated concurrently with the Closing.


  • Up to an additional 14,000,000 shares of Parent’s common stock (the “Earnout Shares”) from the date of closing up to the fifth anniversary of closing:
    • if the Share Price is greater than $15.00 for any period of 20 trading days out of 30 consecutive trading days, an aggregate of 7,000,000
    • if the Share Price is greater than $17.50 for any period of 20 trading days out of 30 consecutive trading days, an aggregate of 7,000,000


  • the Sponsors shall irrevocably cause to be terminated, forfeited and cancelled, for no consideration and without further right, obligation or liability of any kind or nature on the part of any Acquiror Party, the Surviving Company or the Sponsors, 1,427,437.5 Sponsor Shares.


  • There is a closing condition of the Company having at least $200 million in its trust account as of the closing and the total of the sum of the Remaining Trust Funds and the proceeds of the PIPE Investment being at least $400 million.


  • The Outside Date is November 20, 2020.


  • 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.


Executive Officers

Daniel G. Cohen, 48
Chief Executive Officer

Mr. Cohen served as a director and Chief Executive Officer of FinTech II from May 2015 until July 2018. He previously served as a director of FinTech I from November 2013 until July 2016, as FinTech I’s President and Chief Executive Officer from August 2014 until July 2016, and as FinTech I’s Executive Vice President from July 2014 through August 2014. He has been the Chairman of Bancorp and Chairman of the Executive Committee of Bancorp’s Board of Directors since its inception in 1999. Mr. Cohen is Vice-Chairman of Bancorp Bank’s Board of Directors and Chairman of its Executive Committee. He had previously been Chairman of Bancorp Bank’s Board of Directors from September 2000 to November 2003 and, from July 2000 to September 2000, had been Bancorp Bank’s Chief Executive Officer. Mr. Cohen has served as the President of Cohen & Company Financial Limited (formerly Euro DeKania Management Ltd.), a wholly owned subsidiary of Cohen & Company, Inc. (NYSE: COHN), formerly Institutional Financial Markets, Inc., and Alesco Financial, Inc. (which merged into Cohen & Company, Inc.), investment firms specializing in credit-related fixed income investments, since September 2013. Mr. Cohen has also served since September 2013, as President and Chief Executive Officer of all businesses of Cohen and Company, LLC, formerly IFMI, LLC arising out of or related to Europe. Mr. Cohen served as Chief Executive Officer and Chief Investment Officer of Cohen & Company, Inc. from December 2009 through September 2013, as its Chairman of the Board of Directors since October 2006 and as Executive Chairman from October 2006 through December 2009. He is also Chairman of JVB Financial, a broker dealer subsidiary of Cohen & Company, Inc. In addition, before its merger with Alesco Financial, Mr. Cohen served as the Chairman of the Board of Managers of Cohen Brothers LLC, an investment firm specializing in credit related fixed income investment, from 2001, as Chief Investment Officer from October 2008 and as Chief Executive Officer from December 2009. He previously served as Chief Executive Officer of RAIT from December 2006, when it merged with Taberna Realty Finance Trust, to February 2009, and served as a trustee from the date RAIT acquired Taberna until his resignation from that position in February 2010. Mr. Cohen was Chairman of the Board of Trustees of Taberna Realty Finance Trust from its inception in March 2005 until its December 2006 acquisition by RAIT, and its Chief Executive Officer from March 2005 to December 2006. Mr. Cohen served as a director of Star Asia, a joint venture investing in Asian commercial real estate, from February 2007 to February 2014 and as a director of Muni Funding Company of America, LLC, a company investing in middle-market non-profit organizations, from April 2007 to June 2011.

James J. McEntee, III, 60
President & Chief Financial Officer

Mr. McEntee also served as President and Chief Financial Officer of FinTech II from May 2015 until July 2018. He served as FinTech I’s Chief Financial Officer and Chief Operating Officer from August 2014 to July 2016. He has served as the Managing Principal of StBWell, LLC, an owner and operator of real estate, since June 2010. Mr. McEntee has been a director of both Bancorp and its wholly-owned subsidiary Bancorp Bank since September 2000 and was a director of T-Rex Group, Inc., a provider of risk analytics software for investors in renewable energy, from November 2014 to January 2018. Mr. McEntee was the Chief Executive Officer of Alesco Financial, Inc. from the date of its incorporation in 2006 until its merger with Cohen & Company in December 2009 and was the Chief Operating Officer of Cohen & Company from March 2003 until December 2009, and was a managing director of COHN and was the Vice-Chairman and Co-Chief Operating Officer of JVB Financial through October 2013. Mr. McEntee was a principal in Harron Capital, L.P., a media and communications venture capital fund, from 1999 to September 2002. From 1990 through 1999, Mr. McEntee was a stockholder at Lamb McErlane, PC, and from 2000 until 2004 was of counsel to Lamb McErlane. Mr. McEntee was previously a director of Pegasus Communications Corporation, a publicly held provider of communications and other services, and of several other private companies. Mr. McEntee has served since 2008 as a director of The Chester Fund, a nonprofit organization, and served as its Chairman from July 2012 to January 2018.


Board of Directors

Betsy Z. Cohen, 76
Chairman of the Board

Mrs. Cohen served as Chairman of FinTech II’s board of directors from August 2016 until July 2018. She served as a director of FinTech I and its successor, Card Connect Corp. (Nasdaq: CCN), a provider of payment processing solutions to merchants, from November 2013 until May 2017, and previously served as Chairman of the board of directors of FinTech I from July 2014 through July 2016 and as FinTech I’s Chief Executive Officer from July 2014 through August 2014. She served as Chief Executive Officer of Bancorp and its wholly-owned subsidiary, Bancorp Bank, from September 2000 and Chairman of Bancorp Bank from November 2003, and resigned from these positions upon her retirement in December 2014. She served as the Chairman of the Board of Trustees and as a trustee of RAIT Financial Trust (NYSE: RAS), a real estate investment trust, from its founding in August 1997, through her resignation as of December 31, 2010 and served as RAIT’s Chief Executive Officer from 1997 to 2006. Mrs. Cohen served as a director of Hudson United Bancorp (a bank holding company), the successor to JeffBanks, Inc., from December 1999 until July 2000 and as the Chairman of the Jefferson Bank Division of Hudson United Bank (Hudson United Bancorp’s banking subsidiary) from December 1999 through March 2000. Before the merger of JeffBanks, Inc. with Hudson United Bancorp in December 1999, Mrs. Cohen was Chairman and Chief Executive Officer of JeffBanks, Inc. from its inception in 1981 and also served as Chairman and Chief Executive Officer of each of its subsidiaries, Jefferson Bank, which she founded in 1974, and Jefferson Bank New Jersey, which she founded in 1987. From 1985 until 1993, Mrs. Cohen was a director of First Union Corp. of Virginia (a bank holding company) and its predecessor, Dominion Bancshares, Inc. In 1969, Mrs. Cohen co-founded a commercial law firm and served as a senior partner until 1984. Mrs. Cohen also served as a director of Aetna, Inc. (NYSE: AET), an insurance company, from 1994 until May 2018.

Mei-Mei Tuan, 52

Ms. Tuan has been a director of both Bancorp and its wholly-owned subsidiary Bancorp Bank since 2013. Ms. Tuan is the co-founder and co-owner, managing partner and Chairman of Notch Partners LLC, a firm providing leadership capital and managed-led buyout strategies exclusively for institutional private equity funds. Ms. Tuan is also a Managing Director of Trewstar LLC, a boutique search firm based in New York specializing in board placements. As an investment banker with Goldman Sachs, BankAmerica and BankAustria, Ms. Tuan led domestic and international transactions in project finance, mergers and acquisitions, real estate, syndications and sale leasebacks. Ms. Tuan’s operating experience includes serving as Chief Financial Officer and Chief Operating Officer at the Sierra Foundation, from 1996 through 1997, and the San Francisco Food Bank, from 1997 through 1998. Ms. Tuan is an active board member of the Clara Maass Medical Center and its Foundation, The Harvard Business School Asian-American Alumnae Association and Montclair Kimberley Academy. In the recent past, she has served on the Boards of Friends of Thirteen (WNET), the Museum of Chinese in America in New York City (Co-Chair), the Wellesley College Alumnae Association, the New Jersey Women’s Forum, the Mid-Manhattan Performing Arts Foundation and the New Jersey Network (NJN). Ms. Tuan is a member of the Committee of 100, an organization that addresses issues concerning Sino-U.S. relations. She holds an M.B.A. from Harvard Business School. Our board has determined that Ms. Tuan’s extensive investment banking experience as well as her prior experience as a Chief Financial Officer and Chief Operating Officer qualifies her to serve as a member of our board of directors.

Pawneet Abramowski, 44

Ms. Abramowski is the founder and principal of PARC Solutions LLC, a firm providing advisory services in compliance, financial crimes risk management and strategic analysis for startups, banks and other innovative firms. Ms. Abramowski is also an Academic Director/Adjunct Faculty and Chair of the Executive Committee of the Advisory Board at Case Western Reserve University School of Law’s Financial Integrity Institute since 2017. She served as the Managing Director, Head of Financial Crimes Risk Management and Interim Chief Compliance Officer at Bancorp from 2014 to 2017 and Interim Chief Compliance Officer at Bancorp from 2016 to 2017, building on over 21 years of comprehensive achievements in public and private sector with special focus in Compliance/Risk Management and law enforcement industries. She has key subject matter expertise spanning anti-money laundering (AML), fraud, sanctions, anti-corruption, regulation, and compliance. Prior to joining Bancorp, from 2006 to 2014, Ms. Abramowski held senior level roles at wall street firms in New York City. Before that she spent three years working in the technology sector and over eight years in the public sector in an investigative and intelligence capacity with municipal, state and federal agencies ending with the Federal Bureau of Investigation. She holds an MBA in Management from Adelphi University Robert B. Willumstad School of Business; MA in Government and Politics and BA in Public Administration from St. John’s University. Since 2015 she has also served on the Women’s Board of City Year New York, an education focused nonprofit that partners with public schools in high-poverty communities helping to close gaps in high-need schools by supporting students’ academic and social-emotional development while also providing schools with the additional capacity to enhance school culture and climate.

Jan Hopkins Trachtman, 71
Director Nominee

Ms. Hopkins Trachtman is President of The Jan Hopkins Group, a communications consulting company, which she founded in 2005. Since 2009, Ms. Hopkins Trachtman has served as an independent director of three Franklin Templeton mutual fund boards of directors, including Mutual Shares and Alternative Investment funds, where she also serves on the Nominating, Governance and Compensation Committees. She serves on the Advisory Board of the Knight Bagehot Fellowship at Columbia University School of Journalism and is a former member of the Advisory Board of Houlihan Lokey, an investment bank. Previously, Ms. Hopkins Trachtman was a Managing Director and Head of Global Client Communications at Citigroup Private Bank and is an Emmy and Peabody Award-winning anchor and business correspondent at CNN.

Brittain Ezzes, 42
Director Nominee

Ms. Ezzes is a Portfolio Manager and Senior Research Analyst at Cramer Rosenthal McGlynn, an equity investment company, where she is responsible for investing portfolios and recommending stocks for a variety of industries. She has served as the Co-Portfolio Manager of the CRM Small/Mid Cap Value Strategy since 2014 and as Co-Portfolio Manager of the CRM Mid Cap Value Strategy since 2016. Ms. Ezzes joined Cramer Rosenthal McGlynn in 2010 as an investment analyst. Ms. Ezzes began her career in public equities in 2003 and previously worked at MissionPoint Capital and Iridian Asset Management. From 1999 until 2003 she worked in private equity at SG Capital Partners where she was a member of the investment team focused on leveraged buyouts, leveraged recapitalizations and growth equity investments. She started her career in 1998 as a Business Analyst with Price Waterhouse, LLP. Mrs. Ezzes holds a B.A. in International Relations and Russian Studies from Brown University.

Madelyn Antoncic, 65
Director Nominee

From October 2015 to October 2017, Ms. Antoncic served as Executive Director and a member of the Operating Committee of Principal Global Investors, a global asset management company. Before that, from July 2011 to July 2015, Ms. Antoncic served as Vice President and Treasurer of the World Bank (WB), where she was responsible for overseeing every aspect of managing WB’s $150 billion in assets, including its derivatives portfolio, annual funding program, pension plans and business level risk management, financial model development, and treasury technology. In addition, she oversaw three global technical assistance advisory practices engaging with member countries on asset management, debt management strategies, banking and risk management. Ms. Antoncic began her career in 1983 as an Economist at the Federal Reserve Bank of New York, followed by 12 years at Goldman Sachs, holding several leadership roles including more than seven years trading structured mortgage products, two years as a Director at Barclays Capital, and ten years at Lehman Brothers, where from 2002 to 2007 she was the Chief Risk Officer. In early 2007, as is well documented, after recognizing the level of risk that Lehman was taking, she was asked to turn her focus to external issues, at which point she took on the externally focused role as Global Head of Financials Markets Policy Relations. Ms. Antoncic is on the Board of Overseers of Weill Cornell Medicine and has been named to the board of the U.S. S&P global ratings agency subsidiary of S&P Global, Inc., which shall become effective on January 1, 2019. She is a Member of the Editorial Board of the Journal of Risk Management in Financial Institutions and is a former member of the Board of Directors of the Girl Scout Council of Greater New York. She holds a Ph.D. in economics with a minor in finance from NYU Stern School, was an Alfred P. Sloan Foundation Doctoral Fellow and has taught economics and finance at Stern’s Graduate and Undergraduate Schools.