Item 1.01 Entry Into a Material Agreement
On December 7, 2020, each of Fidelity National Title Insurance Company,
Commonwealth Land Title Insurance Company, Chicago Title Insurance Company and
Fidelity & Guaranty Life Insurance Company (collectively, the "Subscribers"),
each a subsidiary of Fidelity National Financial, Inc., entered into common
stock subscription agreements (the "Subscription Agreements"), with Paysafe
Limited, an exempted limited company incorporated under the laws of Bermuda (the
"Company") and Foley Trasimene Acquisition Corp. II ("FTAC II"), pursuant to
which, the Subscribers have agreed to purchase from the Company and the Company
has agreed to issue and sell to the Subscribers, in the aggregate, $500,000,000
(the "Purchase Price") of common shares, par value $0.001 per share, of the
Company at a purchase price of $10.00 per share (the "PIPE Investment"). The
closing of the PIPE Investment is conditioned on all conditions set forth in
that certain Agreement and Plan of Merger, dated as of December 7, 2020, by and
among the Company, FTAC II, Paysafe Group Holdings Limited ("PGHL") and the
other parties thereto (the "Merger Agreement"), having been satisfied or waived
and other customary closing conditions, and the transactions contemplated by the
Merger Agreement (the "Business Combination") will be consummated immediately
following the closing of the PIPE Investment. The proceeds from the Subscription
Agreements will be used to partially fund the cash consideration to be paid by
FTAC II to PGHL at the closing of the Business Combination. The Business
Combination is expected to close in the first half of 2021. As a result of the
PIPE Investment and upon consummation of the Business Combination, the
Subscribers are expected to hold approximately 7% of the outstanding Company
Common Shares. In connection with the PIPE Investment, the Company has agreed to
pay the Subscribers a fee of 1.6% of the Purchase Price upon the consummation of
the Business Combination.
The Subscription Agreements will terminate upon the earliest to occur of (i) the
termination of the Merger Agreement, (ii) the mutual written agreement of the
parties thereto or (iii) at a Subscriber's election, on or after December 7,
2021, subject to automatic extension if any action for specific performance or
other equitable relief by PGHL or the Company with respect to the Merger
Agreement, the other transaction agreements specified in the Merger Agreement or
otherwise regarding the Business Combination is commenced or pending on or prior
to December 7, 2020.
The foregoing description of the Subscription Agreements is not complete and is
qualified in its entirety by reference to the Subscription Agreements, the form
of which is attached as Exhibit 10.1, to this Current Report and incorporated
herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
The Exhibit Index is incorporated by reference herein.
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FIDELITY NATIONAL FINANCIAL, INC. 
