| | Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
Merger Agreement
On September 18, 2026, the Issuer entered into an Agreement and Plan of Merger (as it may be amended, restated, supplemented or modified from time to time, the "Merger Agreement") with WD Capital Partners Parent Inc., a Delaware corporation ("Parent") and WD Capital Partners Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are entities controlled by Thomas C. Priore, the Issuer's Chairman and Chief Executive Officer (the "Majority Stockholder") and certain of his affiliates.
Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Common Stock of the Issuer issued and outstanding immediately prior to the Effective Time (other than (a) shares held by the Issuer or any of its direct or indirect wholly owned subsidiaries, (b) shares owned by Parent, Merger Sub or any of their respective affiliates including the Rollover Shares (as defined below), and (c) shares held by the Issuer's stockholders who have properly perfected appraisal rights under Section 262 of the Delaware General Corporation Law (the "DGCL")) will be converted automatically into the right to receive from Parent $8.05 per share in cash, without interest and subject to any withholding taxes required by applicable law.
At the Effective Time, all outstanding Issuer stock options granted under the Issuer's 2018 Equity Incentive Plan (the "Issuer Stock Plan") will become fully vested, be canceled and converted into the right to receive a cash payment equal to the excess, if any, of the Merger Consideration over the applicable exercise price, multiplied by the number of shares of Common Stock subject to such option. All outstanding restricted stock unit awards will become fully vested and be canceled and be converted into the right to receive the Merger Consideration per underlying share of Common Stock. All outstanding performance stock unit awards will become fully vested (with performance deemed achieved at target-level performance) and be canceled and be converted into the right to receive the Merger Consideration per underlying share of Common Stock. All such payments will be made as promptly as practicable following, but in no event later than ten business days after, the Effective Time. All such payments will be subject to applicable tax withholdings.
The Merger Agreement contains customary non-solicitation provisions restricting the Issuer's ability to solicit or engage in discussions regarding competing acquisition proposals. The Issuer is permitted to grant waivers of, and not enforce, any standstill provision that has the effect of prohibiting the counterparty from making an unsolicited acquisition proposal. Notwithstanding these restrictions, prior to receipt of the stockholder approval described below, the Issuer may engage with parties who submit unsolicited bona fide written acquisition proposals after the date of the Merger Agreement that the special committee of the Issuer determines in good faith constitute or could reasonably be expected to lead to a Company Superior Proposal (as defined in the Merger Agreement) and where the failure to engage would reasonably be expected to be inconsistent with the Special Committee's fiduciary duties under applicable law.
The consummation of the Merger is subject to customary closing conditions, including the receipt of the (i)(a) the affirmative vote of holders of a majority of the voting power of all outstanding shares of Common Stock, entitled to vote, voting as a single class, and (b) the affirmative vote of a majority of the votes cast by the "disinterested stockholders" (as defined in Section 144 of the DGCL) (the foregoing clauses (a) and (b), collectively, the "Issuer Stockholder Approval"), (ii) the absence of any law or governmental order in the United States prohibiting the Merger, (iii) the receipt of certain state regulatory approvals in respect of the Issuer's money transmitter licenses arising out of a change of control of the Issuer as a result of the Merger and related transactions, (iv) the accuracy of the representations and warranties of the parties (generally subject to a material adverse effect standard), (v) the performance of the covenants of the parties in all material respects, and (vi) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement). The obligation of Parent and Merger Sub to consummate the Merger is also conditioned on each of the Issuer's existing credit agreements with Truist Bank and Varde Partners, respectively, remaining in full force and effect.
The Merger Agreement may be terminated by mutual written consent at any time prior to the closing of the Merger. Either party may also terminate the Merger Agreement if the Merger has not been consummated by December 18, 2027 (the "Outside Date"), if a final, non-appealable United States governmental order prohibits the Merger, or if the Issuer Stockholder Approval is not obtained. Either party may also terminate if the other party (or, in the case of the Parent, the Supporting Stockholders) breaches any representation, warranty, covenant or agreement such that the related closing conditions would not be satisfied, subject to a 30-day cure period (to the extent curable), provided that the terminating party (or, in the case of Parent, the Supporting Stockholders) is not then in breach that would cause its own closing conditions to fail. In certain specified situations described in the Merger Agreement, the Issuer may be required to pay Parent a termination fee of $15,750,000 and Parent may be required to pay the Issuer a termination fee of $35,250,000.
If the Merger is consummated, the shares of Common Stock, which are currently listed on the Nasdaq Capital Market ("Nasdaq"), will be delisted from Nasdaq and deregistered under the Exchange Act, and the Issuer will no longer be publicly traded and will become a wholly owned subsidiary of Parent, which is controlled by the Majority Stockholder through WD Capital Partners Holdings LP, a Delaware limited partnership and an affiliate of Parent ("Holdings").
Limited Guaranty and Equity Commitment Letter
Parent expects to fund the payment of the aggregate Merger Consideration and related fees and expenses through a combination of: (i) equity financing up to $160 million from funds advised by Searchlight Capital Partners, L.P. (collectively, the "Equity Financing Source") pursuant to an equity commitment letter delivered to the Issuer concurrently with the execution of the Merger Agreement (the "Equity Commitment Letter," and such equity financing, the "Financing"); (ii) a borrowing under the Issuer's existing credit agreement with Truist Bank; and (iii) available cash of the Issuer and its subsidiaries. The Issuer is a third-party beneficiary of the Equity Commitment Letter for purposes of specifically enforcing the terms and provisions thereunder under certain circumstances. Concurrently with the execution of the Equity Commitment Letter, the Equity Financing Source delivered to the Company a limited guaranty (the "Limited Guaranty"), pursuant to which the Equity Financing Source has guaranteed certain obligations of Parent under the Merger Agreement, subject to an aggregate cap. The Merger is not subject to a financing condition.
Support Agreement
On September 18, 2026, concurrently with the execution of the Merger Agreement, Thomas C. Priore, certain of his affiliates and certain other stockholders of the Company (collectively, the "Supporting Stockholders"), who collectively own approximately 61.4% of the outstanding shares of Common Stock, entered into Support Agreements (collectively, the "Support Agreements") with the Company, Parent and Holdings. Pursuant to the Support Agreements, each of the Supporting Stockholders have agreed, among other things: (a) to vote all shares of Common Stock owned by them or their controlled affiliates (i) in favor of the adoption of the Merger Agreement and the approval of the Merger and any related proposals and (ii) against any competing acquisition proposal and any other action that would reasonably be expected to impede or delay the Merger; (b) immediately prior to the Effective Time, to contribute and transfer all of such Supporting Stockholder's shares of Common Stock (the "Rollover Shares") to Holdings in exchange for newly issued equity interests of Holdings (the "Rollover"), (c) use reasonable best efforts to supply complete and accurate information for regulatory filings and comply with notice and coordination requirements for regulatory matters; (d) not to transfer its Rollover Shares prior to the Effective Time, subject to certain exceptions, and (e) to waive any appraisal or dissenters' rights under Section 262 of the DGCL with respect to such Supporting Stockholder's shares. The Support Agreements will terminate upon the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time.
Interim Investors Agreement
In connection with the Merger, Holdings, Parent, Merger Sub, the Controlling Stockholder, and an affiliate of the Equity Financing Source entered into an interim investors agreement (the "Interim Investors Agreement") in order to establish certain terms and conditions that will govern the relationship among them with respect to the Merger Agreement and the transactions contemplated thereby.
The foregoing descriptions of the Merger Agreement, the Support Agreement and the Interim Investors Agreement (each a "Merger Document", and collectively, the "Merger Documents") do not purport to be complete and are qualified in their entirety by reference to the full text of each such Merger Document, and each of the Merger Agreement, the Support Agreement and the Interim Investors Agreement is included as an exhibit to this Schedule 13D and is incorporated herein by reference. |
| | 99.1 Agreement and Plan of Merger, dated September 18, 2026, by and among the Issuer, Parent and Merger Sub (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report Form 8-K, filed with the SEC on September 21, 2026).
99.2 Form of Support Agreement, dated September 18, 2026, by and among the Issuer and each Supporting Stockholder (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report Form 8-K, filed with the SEC on September 21, 2026).
99.3 Interim Investors Agreement, dated September 18, 2026, by and among Holdings, Parent, Merger Sub, the Controlling Stockholder and an affiliate of the Equity Financing Source.
99.4 Joint Filing Agreement by and among the Reporting Persons. |
