Paysafe’s BoD approves reverse stock split
Global payments platform Paysafe Limited (NYSE:PSFE) announces that its Board of Directors has approved a consolidation and redesignation of the issued and unissued common shares of par value $0.001, and the unissued undesignated shares, of par value $0.001, at a ratio of 1-for-12.
After giving effect to the reverse stock split, the authorized share capital of the company shall be comprised of $22,000,000 divided into 1,600,000,000 common shares of par value $0.012 each and 233,333,333.3 undesignated shares of par value $0.012 each.
The reverse stock split will be effective at 4:01 p.m. (ET) on December 12, 2022, and the Common Shares will begin trading on a split-adjusted basis when the New York Stock Exchange opens for trading on Tuesday, December 13, 2022. The Common Shares will continue to trade on the NYSE under the trading symbol “PSFE”, but will trade under the following new CUSIP number starting December 13, 2022: G6964L 206.
The reverse stock split was approved by Paysafe’s shareholders at the special general meeting of shareholders held on December 8, 2022 with over 95% approval for all proposals.
As a result of the reverse stock split, every 12 common shares issued and outstanding as of the effective date will be automatically combined into one Common Share. Outstanding warrants, equity-based awards and other outstanding equity rights will be proportionately adjusted. No fractional shares will be issued as a result of the reverse stock split.
Where shareholders would otherwise be entitled to fractional shares as a result of the reverse stock split because they hold a number of shares not evenly divisible by 12, such shareholders will automatically be entitled to an additional fraction of a share to round up to the next whole Common Share of par value $0.012.
The reverse split affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s equity, except to the extent that the reverse split results in shareholders owning an additional share due to the fractional shares.
Further, as a result of the reverse stock split, the number of Common Shares issuable upon exercise of the Company’s (i) 5,000,000 private warrants originally issued in a private placement in connection with the business combination with Foley Trasimene Acquisition Corp. II (“FTAC”), (ii) 48,900,725 warrants, and (iii) any outstanding limited liability company units of Paysafe Bermuda Holdings LLC originally issued in the business combination with FTAC, will be also be reduced at a ratio of 1-for-12, so that each warrant will entitle a holder to purchase one twelfth (1/12th) of a Common Share and each LLC Unit will be exchangeable for one twelfth (1/12th) of a Common Share. The exercise price of each warrant and LLC Unit will increase from $11.50 per share to $138.00 per share.