Business Context and Reporting Period
This Form 8-K, dated December 19, 2017, reports that FinTech Acquisition Corp. II (the "Company") entered into a definitive Agreement and Plan of Merger to acquire Intermex Holdings II, Inc. ("Intermex"). The transaction involves a two-step merger structure where Intermex will become a wholly-owned subsidiary of the Company. The Company is an emerging growth company and a special purpose acquisition company (SPAC).
Key Financial Metrics and Transaction Consideration
The filing details the consideration to be paid for the acquisition of Intermex, though it does not provide historical revenue, profit, or cash flow data for either entity within this specific document.
- Total Consideration: Approximately $253,000,000 in aggregate value (cash and stock).
- Cash Component: $92,000,000, of which $2,000,000 will be held in escrow for working capital adjustments.
- Stock Component: Approximately $161,000,000 in shares of Company Common Stock, subject to adjustment.
- Excess Cash: Additional consideration equal to any excess cash at Intermex at closing, payable in cash or stock at the Company's option.
- Funding Source: Cash consideration will be funded from the Company's trust account proceeds after permitted redemptions.
- Liquidity Condition: The Merger requires the Company to maintain at least $125,000,000 in its trust account at closing after redemptions and payment of deferred underwriting fees.
Material Changes and Transaction Structure
The primary material change is the execution of the Merger Agreement. Key structural elements include:
- Redemption Offer: Public stockholders of the Company have the right to redeem their shares for cash equal to their pro rata share of the trust account (less taxes and up to $500,000 for working capital).
- Termination Date: The agreement must be consummated by September 19, 2018, unless extended to December 19, 2018, to obtain governmental approvals.
- Additional Agreements: Upon closing, the Company will execute a Registration Rights Agreement and a Shareholders Agreement granting Intermex stockholders director nominee rights and the Company stockholders board observer rights.
Guidance, Outlook, Risks, and Contingencies
The filing contains forward-looking statements regarding the transaction's completion and future operations but provides no specific financial guidance or earnings projections.
- Conditions to Closing: Approval by stockholders of both companies, absence of material adverse effects, receipt of governmental consents, expiration of antitrust waiting periods, and meeting the $125,000,000 trust account minimum.
- Key Risks: Failure to obtain stockholder approval, inability to meet NASDAQ listing standards post-merger, disruption of Intermex operations, failure to retain key employees, and changes in applicable laws or regulations.
- Management Commentary: The Company's board has approved the Merger Agreement and recommends that stockholders vote in favor of the transaction.
- Unusual Items: The filing notes that certain existing stockholders may enter into transactions to provide incentives for the approval of the Merger, potentially involving shares purchased or sold at nominal prices.
Important Facts for Investor Verification
- Verify the final redemption rate of public shares to ensure the $125,000,000 minimum trust account balance condition is met.
- Review the upcoming Form S-4 Registration Statement and proxy statement/prospectus for detailed financial data on Intermex and the combined entity.
- Confirm the status of required governmental consents and antitrust waiting periods prior to the September 19, 2018 deadline.
- Assess the impact of the Shareholders Agreement on corporate governance, specifically the "Controlled Company" status and director designation rights.
- Monitor for any material adverse effects on Intermex or the Company between the signing date and the closing date.