Paya Announces Pricing of Public Primary and Secondary Offering of Common Stock

Rhea-AI Summary

Paya Holdings (NASDAQ: PAYA) has announced a public offering of 10 million shares at $12.25 each, alongside another 10 million shares from a selling stockholder. The underwriters have a 30-day option to purchase an additional 3 million shares. The offering is set to close on March 22, 2021. Proceeds from Paya's portion will be used for general corporate purposes, potentially including future acquisitions. Notably, Paya will not receive proceeds from the selling stockholder's shares.

Positive

• Public offering of 10 million shares at $12.25 each, with potential additional sales.
• Proceeds intended for general corporate purposes, including possible future acquisitions.

Negative

• Dilution risk for existing shareholders due to new share issuance.

ATLANTA, March 17, 2021 (GLOBE NEWSWIRE) -- Paya Holdings Inc. (NASDAQ: PAYA) (“Paya Holdings,” “Paya” or the “Company”), a leading integrated payments and commerce solution provider, today announced the pricing of the previously announced public offering of 10,000,000 shares of common stock by the Company and 10,000,000 shares of common stock by the selling stockholder, at a public offering price of $12.25 per share. In addition, the selling stockholder has granted the underwriters a 30-day option to purchase up to an additional 3,000,000 shares of Paya’s common stock. The offering is expected to close on March 22, 2021, subject to customary closing conditions.

Paya intends to use any net proceeds from the sale of its common stock for general corporate purposes, which may include future acquisitions. Paya will not receive any proceeds from the sale of shares by the selling stockholder.

Morgan Stanley and Credit Suisse are acting as lead book-running managers and representatives of the underwriters for the proposed offering. Evercore ISI, Raymond James and William Blair are acting as book-running managers for the proposed offering. BTIG, Canaccord Genuity, Cantor Fitzgerald, D.A. Davidson & Co., Northland Capital Markets, Academy Securities, Loop Capital Markets, Penserra Securities LLC and Tigress Financial Partners are acting as co-managers for the proposed offering.

The offering is being made only by means of a prospectus, copies of which may be obtained from: Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or from Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, NC 27560, by telephone at 1-800-221-1037 or by email at usa.prospectus@credit-suisse.com.

A registration statement relating to the sale of these securities has been filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”) on March 17, 2021. Copies of the registration statement can be accessed by visiting the SEC’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Note Regarding Forward-Looking Statements

Certain statements made in this press release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “will,” “approximately,” “shall” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us. You should not place undue reliance on such statements as we cannot assure you that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to: exposure to economic conditions and political risk affecting the consumer loan market and consumer and commercial spending; the impacts of the ongoing COVID-19 coronavirus pandemic and the actions taken to control or mitigate its spread (which impacts are highly uncertain and cannot be reasonably estimated or predicted at this time); competition, and the ability of the combined business to grow and manage growth profitably; changes in applicable laws or regulations; changes in the payment processing market in which Paya competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that Paya targets; risks relating to Paya’s relationships within the payment ecosystem; risk that Paya may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to Paya; the risk that Paya may not be able to develop and maintain effective internal controls and other risks and uncertainties.

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

About Paya

Paya (NASDAQ: PAYA) is a leading provider of integrated payment and frictionless commerce solutions that help customers accept and make payments, expedite receipt of money, and increase operating efficiencies. The company processes over $30 billion of annual payment volume across credit/debit card, ACH, and check, making it a top 20 provider of payment processing in the US and #6 overall in e-Commerce. Paya serves more than 100,000 customers through over 2,000 key distribution partners focused on targeted, high growth verticals such as healthcare, education, non-profit, government, utilities, and other B2B end markets. The business has built its foundation on offering robust integrations into front-end CRM and back-end accounting systems to enhance customer experience and workflow. Paya is headquartered in Atlanta, GA, with offices in Reston, VA, Fort Walton Beach, FL, Dayton, OH, Mt. Vernon, OH and Dallas, TX.

Investor Contact:

Matt Humphries, CFA
Head of Investor Relations
matt.humphries@paya.com

Media Contact:

Kerry Close
212-784-5717
klcose@groupgordon.com

FAQ

What is the share price for Paya's public offering?

Paya's public offering is priced at $12.25 per share.

How many shares is Paya offering in this public offering?

Paya is offering 10 million shares, with an additional 10 million shares from a selling stockholder.

When will Paya's public offering close?

The public offering is expected to close on March 22, 2021.

What will Paya use the proceeds from its share offering for?

Paya intends to use the net proceeds for general corporate purposes, which may include future acquisitions.

Is Paya receiving any proceeds from the selling stockholder's shares?

No, Paya will not receive any proceeds from the sale of shares by the selling stockholder.