Business Context and Reporting Period
This Form 8-K is a current report filed by FinTech Acquisition Corp. II (the "Company") on December 20, 2017. The filing discloses the entry into an Agreement and Plan of Merger on December 19, 2017, with Intermex Holdings II, Inc. ("Intermex"), the parent company of International Money Express, Inc. The transaction involves a two-step merger structure where Intermex will become a wholly-owned subsidiary of the Company, effectively taking the private money transfer business public.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either the Company or Intermex. This document serves as a regulatory disclosure of the transaction agreement rather than a financial performance report. Investors are directed to the upcoming Registration Statement on Form S-4 and the definitive proxy statement/prospectus for detailed financial data.
Material Changes
- Merger Agreement Execution: The Company entered into a definitive agreement to acquire Intermex via a merger with two wholly-owned subsidiaries (Merger Sub 1 and Merger Sub 2).
- Corporate Structure Change: Upon consummation, Intermex will cease to be a standalone public entity and will become a direct wholly-owned subsidiary of FinTech Acquisition Corp. II.
- Stockholder Action Required: The transaction is contingent upon the approval of the Company's stockholders at a special meeting.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The filing includes a transcript of a conference call (Exhibit 99.1) where management discussed the transaction. The Company intends to file a Form S-4 Registration Statement containing a preliminary proxy statement/prospectus with important information about the combined entity's future plans.
Risks and Contingencies: The filing highlights several material risks that could prevent the transaction from closing or affect future performance:
- Failure to obtain stockholder approval or satisfy other closing conditions.
- Inability to meet NASDAQ listing standards post-merger.
- Disruption of Intermex's current operations due to the transaction announcement.
- Challenges in retaining key employees and managing growth profitably.
- Changes in applicable laws or regulations affecting the money transfer industry.
- Potential termination of the Merger Agreement due to unforeseen events.
Unusual Items: The filing notes that certain existing stockholders, including officers and directors, may enter into transactions with other investors to provide incentives for the approval of the Merger. These arrangements may involve purchasing or selling shares at nominal prices or prices other than fair market value, provided no material nonpublic information is possessed.
Investor Verification Checklist
- Verify the terms of the Merger Agreement, including the exchange ratio and valuation, once the Form S-4 is filed.
- Review the definitive proxy statement/prospectus for detailed financial statements of Intermex.
- Confirm the date and record date for the special stockholder meeting required to approve the merger.
- Assess the specific incentives being offered to stockholders to secure merger approval.
- Monitor regulatory approvals required for the money transfer business in relevant jurisdictions.