Under the agreement, the new business will operate under the Paysafe name, and list on the New York Stock Exchange under the symbol ‘PSFE’.
The cash part of the consideration will be funded by Foley Trasimene’s cash in trust, comprising $150m in proceeds from the forward purchase agreement with Cannae Holdings, and a $2.0bn private placement from institutional and private investors.
The $2.0bn placement will include a $500m investment from Fidelity National Title Insurance, Chicago Title Insurance, Commonwealth Land Title Insurance and Fidelity & Guaranty Life Insurance, as well as a $350m investment from Cannae Holdings.
Existing Paysafe equity holders, including Blackstone, CVC and management, will remain the largest investors in the business.
The merger is subject to approval from Foley Trasimene stockholders, the US Securities and Exchange Commission and other customary closing conditions.
Should all these conditions be met, the merger is likely to close in the first half of next year.
“Today, more than ever, businesses and consumers need to connect and seamlessly transact via digital commerce, and this is what Paysafe does best through our industry-leading payment processing, digital wallet, and online cash solutions,” Paysafe chief executive Philip McHugh said.
“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.”
Foley Trasimene founder and chairman, William Foley, added: “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.”