Paysafe Group Holdings Limited entered into definitive merger agreement to acquire Foley Trasimene Acquisition Corp. II (NYSE:BFT) in a reverse merger transaction on December 7, 2020. The transaction reflects an implied pro-forma enterprise value for Paysafe of approximately $9 billion. The cash component of the consideration will be funded by Foley Trasimene's cash in trust, $150 million in proceeds from the forward purchase agreement with Cannae Holdings, Inc., as well as a $2 billion private placement from various institutional and private investors. The $2 billion private placement includes a $500 million investment from Fidelity National Title Insurance Co., Chicago Title Insurance Co., Commonwealth Land Title Insurance Co. and Fidelity & Guaranty Life Insurance Co. and a $350 million investment from Cannae Holdings, Inc. The balance of the consideration will consist of equity equal to (i) $8.7 billion minus (ii) the Company's net debt, minus (iii) any transaction expenses, plus (iv) the aggregate price of permitted acquisitions, if any, minus (v) closing cash consideration, divided by $10 per share.

Paysafe equity holders, including Blackstone, CVC and management, will remain the largest investors in the Company. Upon closing of the transaction, the newly combined company (the “Company”) will operate as “Paysafe Limited” and plans to list on the New York Stock Exchange (NYSE) under the symbol PSFE. William P. Foley, II and James Murren will become directors of the combined company after the closing. As of March 18, 2021, the post-merger Paysafe Limited Board, led by Chairman Bill Foley is comprised of eleven directors. The Post-Merger Board member nominees includes William P. Foley, Anthony Jabbour, Dagmar Kollmann, Jonathan Murphy, James J. Murren and Hilary Stewart-Jones. Completion of the transaction is subject to approval by Foley Trasimene stockholders, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the transaction, and other customary closing conditions, including the receipt of certain regulatory approvals, expiration of any applicable waiting period(s) (and any extension thereof, or any timing agreements, understandings or commitments obtained by request or other action of the FTC and/or the DOJ, as applicable) imposed under the HSR Act, the Company has received a written notice under Foreign Acquisitions and Takeovers Act 1975 (“FATA”) from the Treasurer (or the Treasurer's delegate), Foley Trasimene shall have at least $5,000,001 of net tangible assets, Paysafe Common Shares to be issued in connection with the Transactions shall have been approved for listing on NYSE and available cash amount shall not be less than $3.4 billion whereas the board of directors of the Paysafe and Foley Trasimene Acquisition Corp. II has unanimously approved this transaction. As of January 13, 2021, the Federal Trade Commission granted the early termination notice. As of March 15, 2021, Foley Trasimene Acquisition Corp. II Reminds stockholders to vote in favor of the proposed combination with Paysafe before March 25, 2021. As of March 25, 2021, Foley Trasimene Acquisition Corp. II shareholders approved the transaction. The transaction is expected to close in the first half of 2021. As of March 25, 2021, transaction is expected to close on March 30, 2021.

Credit Suisse and Morgan Stanley acted as lead financial advisors whereas Elizabeth Cooper, Katherine Krause, Joshua Bonnie, William Golden, Jon Pacheco, Drew Purcell, Jeannine McSweeney, Lori Lesser, Adeeb Fadil, Kelly Karapetyan and Steve DeLott of Simpson Thacher & Bartlett LLP acted as the legal advisors to Paysafe. RBC Capital Markets LLC., BofA Securities and J.P. Morgan acted as the financial advisors to Foley Trasimene. Michael J. Aiello, Eoghan Keenan, Matthew Gilroy, David Avery-Gee, Megan Pendleton, Joe Pari, Devon Bodoh, Jenny Doak, Oliver Walker, Erica Rees, Michael Nissan, Sarah Downie, Alexander Lynch, Adé Heyliger, Lyuba Goltser, Charan Sandhu, Barry Fishley, Steven Newborn, John Scribner, Michael Naughton, Ivor Gwilliams and Marc Schubert of Weil, Gotshal & Manges LLP acted as the legal advisors to Foley Trasimene. Credit Suisse, BofA Securities and J.P. Morgan Securities LLC also acted as placement agents on the private offering. Kem Ihenacho and David Walker of Latham & Watkins acted as legal advisors to Paysafe Group Holdings Limited. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Foley Trasimene Acquisition Corp. Morrow & Co., LLC acted as proxy solicitor to Foley Trasimene Acquisition Corp. Barclays PLC, Wolfe Capital Markets And Advisory, BMO Capital Markets, Proton Capital Limited and Evercore Inc. acted as financial advisors to Paysafe Limited.

Paysafe Group Holdings Limited completed the acquisition of Foley Trasimene Acquisition Corp. II (NYSE:BFT) in a reverse merger transaction on March 30, 2021. The merger was completed by Paysafe Bermuda Holdings LLC issuing 20.89 million LLC membership equity interests in exchange for Foley founder's Foley class C shares outstanding immediately prior to the transaction, Paysafe Limited issuing 190 million common shares in exchange for the Foley's shareholders shares outstanding immediately prior to the transaction and Paysafe Limited assuming Foley's warrants outstanding immediately prior to the transaction, consisting of 48.9 million public warrants and 5 million private warrants, which were modified to entitle the holder to acquire, on the same terms, company common shares instead of Foley common stock. The combined company will start trading under the name Paysafe Limited with ticker symbol of common shares as PSFE and warrants ticker symbol as PSFE.WS from March 31, 2021. William P. Foley, II, Chairman of Cannae and Foley Trasimene will serve as Chairman of Paysafe's newly formed Board of Directors. Paysafe's management team headed up by Philip McHugh, Chief Executive Officer, will continue to lead the combined company.