Payoneer Global Inc 8-K, filed Sep 10, 2024
Payoneer Global Inc. (PAYO)
About this 8-K
Payoneer Global Inc filed this 8-K on September 10, 2024.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth under Item 8.01 of this Current Report on Form 8-K (this “Report”) is incorporated herein by reference.
| Item 8.01 | Other Events. |
On September 10, 2024, Payoneer Global Inc. (“Payoneer” or the “Company”) announced the expiration and results of its offer to purchase (the “Offer”) all of its outstanding public warrants (the “Warrants”) to purchase shares of its common stock, par value $0.01 per share, at a purchase price of $0.78 in cash, without interest. Payoneer has been advised that, as of the expiration of the Offer, 24,030,937 Warrants (including 7,267 Warrants tendered pursuant to the notice of guaranteed delivery procedures of the Offer) had been validly tendered and not validly withdrawn, representing approximately 95.5% of the outstanding Warrants. The Company expects to accept all validly tendered Warrants for purchase and expects to settle such purchase promptly. A copy of the press release announcing the results of the Offer and Consent Solicitation (as defined below) is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In addition, Payoneer also announced the results of its consent solicitation (the “Consent Solicitation”) to amend the Warrant Agreement, dated August 25, 2020, by and between FTAC Olympus Acquisition Corp. (“FTOC”) and Continental Stock Transfer & Trust Company (“Continental”), as amended by the Assignment, Assumption and Amendment Agreement, dated June 25, 2021, by and among Payoneer, FTOC and Continental (as amended, the “Warrant Agreement”), to permit Payoneer to redeem each outstanding Warrant for $0.70 in cash, without interest (such amendment, the “Warrant Amendment”). Because holders of more than 65% of the Warrants consented to the Warrant Amendment, which is the requisite consent threshold set by the Warrant Agreement, the Warrant Amendment was executed as of the date hereof and became effective. The foregoing description of the Warrant Amendment is qualified in its entirety by the terms of the Warrant Amendment, which is attached as Exhibit 99.2 and incorporated herein by reference.
On September 10, 2024, Payoneer issued a notice of redemption to redeem all Warrants that remain outstanding following the settlement of the Offer (the “Redemption”). The Redemption is expected to occur on September 25, 2024 at a price of $0.70 per Warrant. This Report does not constitute a notice of redemption with respect to the Warrants.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated as of September 10, 2024, issued by Payoneer Global Inc. | |
| 99.2 | Amendment No. 2 to Warrant Agreement, dated as of September 10, 2024, by and between Payoneer Global Inc. and Continental Stock Transfer & Trust Company | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PAYONEER GLOBAL INC. | |||
| September 10, 2024 | By: | /s/ Bea Ordonez | |
| Name: | Bea Ordonez | ||
| Title: | Chief Financial Officer | ||
Exhibit 99.1
Payoneer Announces Expiration and Results of the Offer to Purchase and Consent Solicitation Relating to its Warrants; Issues Notice of Redemption for Outstanding Warrants
NEW YORK, September 10, 2024 — Payoneer Global Inc. (“Payoneer” or the “Company”) (Nasdaq: PAYO) today announced the expiration of its offer to purchase (the “Offer”) all of its outstanding Warrants (as defined below) at a purchase price of $0.78 per Warrant in cash, without interest. Completion of the Offer, when combined with the contemplated redemption of untendered Warrants (as described below), will lead to a simplified capital structure.
Payoneer’s offer to purchase 25,158,086 publicly traded warrants which were publicly issued and sold as part of the units in the initial public offering of FTAC Olympus Acquisition Corp. (“FTOC”) on August 25, 2020 (the “FTOC IPO”), and assumed by the Company on June 25, 2021, and which entitle such warrant holders to purchase one share of Payoneer’s common stock, par value $0.01 per share, at an exercise price of $11.50, subject to certain adjustments (the “Warrants”), expired at 12:00 midnight, Eastern Time, at the end of the day on September 9, 2024 (the “Expiration Date”).
Payoneer has been advised that, as of the Expiration Date, 24,030,937 Warrants (including 7,267 Warrants tendered pursuant to the notice of guaranteed delivery procedures of the Offer) had been validly tendered and not validly withdrawn, representing approximately 95.5% of the outstanding Warrants. The Company expects to accept all validly tendered Warrants for purchase and expects to settle such purchase promptly. Pursuant to the terms of the Offer, holders of Warrants that were validly tendered and not validly withdrawn prior to the Expiration Date will receive $0.78 per share for each Warrant tendered. The Company expects to pay an aggregate of approximately $18.7 million in cash in exchange for all validly tendered Warrants.
Payoneer also solicited consents (the “Consent Solicitation”) to amend the Warrant Agreement, dated August 25, 2020, by and between FTOC and Continental Stock Transfer & Trust Company (“Continental”), as amended by the Assignment, Assumption and Amendment Agreement, dated June 25, 2021, by and between the Company, FTOC and Continental (as amended, the “Warrant Agreement”), which governs all of the Warrants, to permit Payoneer to redeem each outstanding Warrant not tendered in the Offer for $0.70 in cash, without interest, which is approximately 10% less than the price applicable to the Offer (such amendment, the “Warrant Amendment”). Pursuant to the terms of the Warrant Agreement, the adoption of the Warrant Amendment required the consent of holders of at least 65% of the then outstanding Warrants.
As of the Expiration Date, parties representing holders of approximately 95.5% of the outstanding Warrants consented to the Warrant Amendment in the Consent Solicitation. Accordingly, because holders of more than 65% of the outstanding Warrants have agreed to consent to the Warrant Amendment in the Consent Solicitation, the Warrant Amendment was adopted. The Warrant Amendment was executed and the Company will exercise its right, in accordance with the terms of the Warrant Amendment, to redeem all remaining Warrants not tendered in the Offer in exchange for $0.70 per Warrant, without interest (unless exercised prior to the redemption date), and has fixed September 25, 2024 as the redemption date, following which no Warrants will remain outstanding.
The Offer and Consent Solicitation were made pursuant to an Offer to Purchase, initially dated August 12, 2024, and joint Schedule TO/Schedule 13e-3 (the “Schedule TO”), initially dated August 12, 2024, each as amended and supplemented from time to time, and each of which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and more fully set forth in the terms and conditions of the Offer and Consent Solicitation. Payoneer will file a final amendment to its Schedule TO to disclose the final results of the Offer.
The Company’s common stock and Warrants are listed on The Nasdaq Stock Market LLC under the symbols “PAYO” and “PAYOW,” respectively.
Citigroup Global Markets Inc. was the Dealer Manager for the Offer and Consent Solicitation. Sodali & Co. (“Sodali”) was the Information Agent for the Offer and Consent Solicitation, and Continental was the Warrant Agent for the Offer and Consent Solicitation. All questions concerning tender procedures and requests for additional copies of the offer materials, including the letter of transmittal and consent, should be directed to Sodali at (800) 662-5200 (toll free).
Disclaimer
This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the Warrants. The Offer and Consent Solicitation were made only through the Schedule TO and Offer to Purchase, and the complete terms and conditions of the Offer and Consent Solicitation are set forth in the Schedule TO and Offer to Purchase. This announcement does not constitute a notice of redemption with respect to the Warrants that remain outstanding after the settlement.
About Payoneer:
Payoneer is the financial technology company empowering the world’s small and medium-sized businesses to transact, do business, and grow globally. Payoneer was founded in 2005 with the belief that talent is equally distributed, but opportunity is not. It is our mission to enable any entrepreneur and business anywhere to participate and succeed in an increasingly digital global economy. Since our founding, we have built a global financial stack that removes barriers and simplifies cross-border commerce. We make it easier for millions of SMBs, particularly in emerging markets, to connect to the global economy, pay and get paid, manage their funds across multiple currencies, and grow their businesses.
Forward-Looking Statements:
This press release includes “forward-looking statements”, including statements about the expiration date for the Offer and Consent Solicitation and the effects of the Offer and Consent Solicitation on our capital structure. Forward-looking statements generally relate to future events or Payoneer’s future financial or operating performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “plan,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Payoneer and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in applicable laws or regulations; (2) the possibility that Payoneer may be adversely affected by geopolitical events and conflicts, such as the current conflict between Israel and Hamas, and other economic, business and/or competitive factors; (3) changes in the assumptions underlying our financial estimates; (4) the outcome of any known and/or unknown legal or regulatory proceedings; and (5) other risks and uncertainties set forth in Payoneer’s Annual Report on Form 10-K for the period ended December 31, 2023 and future reports that Payoneer may file with the SEC from time to time. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Payoneer does not undertake any duty to update these forward-looking statements.
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Investor Contact:
Michelle Wang
investor@payoneer.com
Media Contact:
Alison Dahlman
PR@payoneer.com
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Exhibit 99.2
AMENDMENT NO. 2 TO WARRANT AGREEMENT
THIS AMENDMENT NO. 2 TO THE WARRANT AGREEMENT (this “Amendment”) is made as of September 10, 2024, by and between Payoneer Global Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of August 25, 2020, by and between FTAC Olympus Acquisition Corp., a Delaware corporation (“FTOC”), and the Warrant Agent, as amended by the Assignment, Assumption and Amendment Agreement, dated as of June 25, 2021, by and among FTOC, the Company and the Warrant Agent, pursuant to which the Company assumed all of the obligations of FTOC under the Warrant Agreement (the “Existing Warrant Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement with the vote or written consent of the Registered Holders of 65% of the then outstanding Warrants;
WHEREAS, the Company desires to amend the Existing Warrant Agreement to provide the Company with the right to redeem the Warrants for cash on the terms and subject to the conditions set forth herein; and
WHEREAS, following a consent solicitation undertaken by the Company, the Registered Holders of more than 65% of the then outstanding Warrants have consented to and approved this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Existing Warrant Agreement as set forth herein.
1. Amendment of Existing Warrant Agreement. The Existing Warrant Agreement is hereby amended by adding the new Section 6A thereto:
“6A Redemption.
6A.1 Company Election to Redeem. Notwithstanding any other provision in this Agreement to the contrary, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6A.2 below, for $0.70 in cash for every Warrant held by the holder thereof (the “6A Redemption Price”) (subject to equitable adjustment by the Company in the event of any share splits, share dividends, recapitalizations or similar transaction with respect to the Company’s shares of Common Stock, par value $0.01 per share).
6A.2 Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, the Company shall fix a date for the redemption (the “6A Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than fifteen (15) days prior to the 6A Redemption Date to the Registered Holders of the Warrants at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.
6A.3 Exercise After Notice of Redemption. The Warrants may be exercised, for cash at any time after notice of redemption shall have been given by the Company pursuant to Section 6A.2 hereof and prior to the 6A Redemption Date. On and after the 6A Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the 6A Redemption Price.”
2. Miscellaneous Provisions.
2.1 Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.2 Applicable Law. The validity, interpretation, and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
2.3 Counterparts. This Amendment may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this Amendment, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a
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paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
2.4 Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
2.5 Entire Agreement. Except as expressly provided in this Amendment, all of the terms and provisions in the Existing Warrant Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Existing Warrant Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Warrant Agreement in the Existing Warrant Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Existing Warrant Agreement, as amended by this Amendment (or as the Existing Warrant Agreement may be further amended or modified in accordance with the terms thereof). Except as expressly set forth in this Amendment, the terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Existing Warrant Agreement.
[Signatures Appear on Following Page]
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed as of the date first above written.
| PAYONEER GLOBAL INC. | |||
| By: | /s/ Bea Ordonez | ||
| Name: Bea Ordonez | |||
| Title: Chief Financial Officer | |||
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY | |||
| By: | /s/ Henry Farrell | ||
| Name: Henry Farrell | |||
| Title: Vice President | |||
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