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Paysafe Ltd

Paysafe LtdPSFE決算レポート

NYSE

Paysafe Limited is a multinational online payments company. Paysafe offers payment processing, digital wallet and online cash systems to businesses and consumers, with particular experience of serving the global entertainment sectors. The group offers services both under the Paysafe brand and subsidiary brands that have become part of the group through several mergers and acquisitions, most notably Neteller, Skrill, SafetyPay, PagoEfectivo, PaysafeCash and PaysafeCard.

What changed in Paysafe Ltd's 20-F — 2023 vs 2024

Top changes in Paysafe Ltd's 2024 20-F

487 paragraphs added · 681 removed · 400 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

142 edited+34 added−232 removed297 unchanged
Regulation of privacy and data protection and information security often requires monitoring of and changes to our data practices in regard to the collection, use, disclosure, deletion, storage, transfer and/or security of personal information.
Regulation of privacy and data protection and information security often requires the monitoring of and changes to our data practices in regard to the collection, use, disclosure, deletion, storage, transfer and/or security of personal information.
Our corporate governance documents include provisions: • authorizing blank check preference shares, which could be issued without shareholder approval and with voting, liquidation, dividend and other rights superior to our Company Common Shares; • providing that any action required or permitted to be taken by our shareholders must be taken at a duly called annual or special meeting of such shareholders and may not be taken by any consent in writing by such shareholders; provided that for so long as our Principal Shareholders beneficially own, collectively, at least 30% of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time, any action (except the removal of a director or an auditor) which may be done by resolution of the shareholders in a general meeting may also be done by resolution in writing, signed by the shareholders who at the date of the notice of the resolution in writing represent not less than the minimum number of votes as would be required to pass the resolution if the resolution was voted on at a quorate meeting of the shareholders; • requiring, to the fullest extent permitted by applicable law, advance notice of shareholder proposals for business to be conducted at meetings of our shareholders and for shareholder-proposed nominations of candidates for election to our board of directors; • establishing a classified board of directors, so that not all members of our board are elected at one time, with the election of directors requiring only a plurality of votes cast; • providing that certain actions required or permitted to be taken by our shareholders, including amendments to the Company Bye-laws and certain specified corporate transactions, may be effected only with the approval of our board of directors, in addition to any other vote required by the Company Bye-laws and/or applicable law; • prohibiting us from engaging in a business combination with a person who acquires at least 10% of our Company Common Shares for a period of three years from the date such person acquired such common shares unless approved by the Company Board and authorized at an annual or special meeting of shareholders by the affirmative vote of at least two-thirds of our issued and outstanding voting shares that are not owned by such person, subject to certain exceptions.
Our corporate governance documents include provisions: • authorizing blank check preference shares, which could be issued without shareholder approval and with voting, liquidation, dividend and other rights superior to our Company Common Shares; • providing that any action required or permitted to be taken by our shareholders must be taken at a duly called annual or special meeting of such shareholders and may not be taken by any consent in writing by such shareholders; provided that for so long as our Principal Shareholders beneficially own, collectively, at least 30% of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time, any action (except the removal of a director or an auditor) which may be done by resolution of the shareholders in a general meeting may also be done by resolution in writing, signed by the shareholders who at the date of the notice of the resolution in writing represent not less than the minimum number of votes as would be required to pass the resolution if the resolution was voted on at a quorate meeting of the shareholders; • requiring, to the fullest extent permitted by applicable law, advance notice of shareholder proposals for business to be conducted at meetings of our shareholders and for shareholder-proposed nominations of candidates for election to our board of directors; • establishing a classified board of directors, so that not all members of our board are elected at one time, with the election of directors requiring only a plurality of votes cast; 26 • providing that certain actions required or permitted to be taken by our shareholders, including amendments to the Company Bye-laws and certain specified corporate transactions, may be effected only with the approval of our board of directors, in addition to any other vote required by the Company Bye-laws and/or applicable law; • prohibiting us from engaging in a business combination with a person who acquires at least 10% of our Company Common Shares for a period of three years from the date such person acquired such common shares unless approved by the Company Board and authorized at an annual or special meeting of shareholders by the affirmative vote of at least two-thirds of our issued and outstanding voting shares that are not owned by such person, subject to certain exceptions.
However, if we were found to be in violation of any current or future regulations, or to have previously been in breach of any regulation, in any countries from which we accept merchants or customers, including as a result of any failure by our employees to apply correctly our anti-money laundering procedures, this could result in a requirement for future compliance, fines, other forms of liability and/or force us to change business practices or to cease operations altogether, and we, our directors, executive officers or employees may also be exposed to a financial liability, civil or criminal liability, any of which could have a material adverse effect on our results of operations, financial condition and future prospects.
If we were found to be in violation of any current or future regulations, or to have previously been in breach of any regulation, in any countries from which we accept merchants or customers, including as a result of any failure by our employees to apply correctly our anti-money laundering procedures, this could result in a requirement for future compliance, fines, other forms of liability and/or force us to change business practices or to cease operations altogether, and we, our directors, executive officers or employees may also be exposed to a financial liability, civil or criminal liability, any of which could have a material adverse effect on our results of operations, financial condition and future prospects.
If any third parties do not adequately or appropriately provide their services or perform their responsibilities to us or our customers on our behalf, we may be unable to procure alternatives from other third parties in a timely and efficient manner and on acceptable terms, or at all, and we may be subject to business disruptions, losses or costs to remediate any of the deficiencies, customer dissatisfaction, reputational damage, legal or regulatory proceedings, or other adverse consequences, any of which could have a material adverse effect on our results of operations, financial condition and future prospects.
If any third parties do not adequately or appropriately provide their services or perform their responsibilities to us or our customers on our behalf, we may be unable to procure alternatives from other third parties in a timely and efficient manner and on acceptable terms, or at all, and we may be subject to business disruptions, losses or costs to remediate any of the deficiencies, customer dissatisfaction, reputational damage, legal or regulatory proceedings, or 10 other adverse consequences, any of which could have a material adverse effect on our results of operations, financial condition and future prospects.
If we fail to make such changes or otherwise resolve the issue with the payment card networks, the networks could pass on 16 fines and assessments in respect of fraud or chargebacks related to our merchants or disqualify us from processing transactions if satisfactory controls are not maintained, which could have a material adverse effect on our business, financial condition and results of operations.
If we fail to make such changes or otherwise resolve the issue with the payment card networks, the networks could pass on fines and assessments in respect of fraud or chargebacks related to our merchants or disqualify us from processing transactions if satisfactory controls are not maintained, which could have a material adverse effect on our business, financial condition and results of operations.
Changes in the regulation of online gambling in the markets where we operate may materially and adversely affect our results of 20 operations and financial condition if such merchants are subject to increased taxes, compliance costs, levies and license fees or are forced to cease operating in a jurisdiction as a result of prohibitive legislation, which may result in reduced demand for our services within the online gambling industry .
Changes in the regulation of online gambling in the markets where we operate may materially and adversely affect our results of operations and financial condition if such merchants are subject to increased taxes, compliance costs, levies and license fees or are forced to cease operating in a jurisdiction as a result of prohibitive legislation, which may result in reduced demand for our services within the online gambling industry .
Despite our efforts to monitor our 27 use of open source software and compliance with applicable license terms (through using monitoring software to assess vulnerability and licensing implication), we cannot guarantee we comply with all terms of open source licenses applicable to us, and we could be required by the terms of applicable open source software licenses to publicly disclose all or part of the proprietary source code to our software and/or make available any derivative works of the open source code on unfavorable terms or at no cost.
Despite our efforts to monitor our use of open source software and compliance with applicable license terms (through using monitoring software to assess vulnerability and licensing implication), we cannot guarantee we comply with all terms of open source licenses applicable to us, and we could be required by the terms of applicable open source software licenses to publicly disclose all or part of the proprietary source code to our software and/or make available any derivative works of the open source code on unfavorable terms or at no cost.
If, for any reason, any banks, payment card schemes, issuers or financial institutions cease to supply us with the services we require to conduct our business, or the terms on which such services are provided were to become less favorable or be canceled, or a contractual claim made against us, it could impact our ability to provide our payment services, or the basis on which we are able to provide such services.
If, for any reason, any banks, payment card schemes, issuers or financial institutions cease to supply us with the services we require to conduct our business, or the terms on which such services are provided were to become less favorable or be canceled, or a contractual 8 claim made against us, it could impact our ability to provide our payment services, or the basis on which we are able to provide such services.
In many cases, these laws apply not only to third-party transactions, but also to transfers of information between or among us, our subsidiaries, and other 22 parties with which we have commercial relationships. These laws and regulations may at times be conflicting, and the requirements to comply with these regulations could result in a negative impact to our business.
In many cases, these laws apply not only to third-party transactions, but also to transfers of information between or among us, our subsidiaries, and other parties with which we have commercial relationships. These laws and regulations may at times be conflicting, and the requirements to comply with these regulations could result in a negative impact to our business.
For more information regarding our assessment of the consequences of breaches of our e-money issuer, payment initiation services provider or money transmitter licenses, see “—Regulatory, Legal and Tax Risk—We are subject to financial services regulatory risks.” 13 Our business and products are dependent on the availability, integrity and security of internal and external IT transaction processing systems and services.
For more information regarding our assessment of the consequences of breaches of our e-money issuer, payment initiation services provider or money transmitter licenses, see “—Regulatory, Legal and Tax Risk—We are subject to financial services regulatory risks.” Our business and products are dependent on the availability, integrity and security of internal and external IT transaction processing systems and services.
Upon satisfaction of the requirements of Rule 144 under the Securities Act, the Existing Paysafe Shareholders and certain other significant shareholders may sell large amounts of the Company’s securities in the open market or in privately negotiated transactions, 38 which could have the effect of increasing the volatility in Paysafe’s share price or putting significant downward pressure on the price of the Company Common Shares.
Upon satisfaction of the requirements of Rule 144 under the Securities Act, the Existing Paysafe Shareholders and certain other significant shareholders may sell large amounts of the Company’s securities in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in Paysafe’s share price or putting significant downward pressure on the price of the Company Common Shares.
If we cannot compete effectively, the demand for our products and services may decline, which would adversely impact our competitive position, business and financial performance. 18 Our operating results and operating metrics are subject to seasonality and volatility, which could result in fluctuations in our quarterly revenues and operating results or in perceptions of our business prospects.
If we cannot compete effectively, the demand for our products and services may decline, which would adversely impact our competitive position, business and financial performance. Our operating results and operating metrics are subject to seasonality and volatility, which could result in fluctuations in our quarterly revenues and operating results or in perceptions of our business prospects.
Our failure to comply with the restrictive covenants described above as well as other terms of our other indebtedness or the terms of any future indebtedness from time to time could result in an event of default, which, if not cured or waived, could result in our being required 31 to repay these borrowings before their due date.
Our failure to comply with the restrictive covenants described above as well as other terms of our other indebtedness or the terms of any future indebtedness from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date.
A deterioration in reported earnings as a result of currency exchange rate fluctuations could lead to a covenant breach and result in an event of default in our agreements relating to our outstanding indebtedness which, if not cured or waived, could result in our being required to repay these borrowings before their due date.
A deterioration in reported earnings as a result of currency exchange rate fluctuations could lead to a covenant breach and result in an event of default in our agreements relating to our outstanding indebtedness which, if not cured or waived, could result in our being required to repay these borrowings 23 before their due date.
The loss, destruction or unauthorized modification of merchant or consumer data by us or our contracted third parties could result in significant fines, sanctions, proceedings or actions against us by governmental bodies, regulatory and supervisory bodies, the payment networks, consumers, merchants or others, and could harm our business and reputation.
The loss, destruction or unauthorized modification of merchant or consumer data by us or our contracted third parties could result in significant fines, sanctions, proceedings or actions against us by governmental bodies, regulatory and supervisory bodies, the payment networks, 4 consumers, merchants or others, and could harm our business and reputation.
As a result, our IT and information management systems may fail to operate properly (for example, by capturing customer data erroneously) or become disabled as a result of events that are beyond our control, such as an usually high increase in transaction volume.
As a result, our IT and information management systems may fail to operate properly (for example, by capturing customer data erroneously) or become disabled as a result of events that are beyond our control, such as an usually high increase in 12 transaction volume.
In addition, regulatory scrutiny in one jurisdiction can lead to increased scrutiny 19 from regulators and legislators in other jurisdictions that may harm our reputation, brand and third-party relationships and have a material adverse effect on our results of operations, financial performance and future prospects.
In addition, regulatory scrutiny in one jurisdiction can lead to increased scrutiny from regulators and legislators in other jurisdictions that may harm our reputation, brand and third-party relationships and have a material adverse effect on our results of operations, financial performance and future prospects.
Furthermore, consideration would be given by a Bermuda court to allow derivative action rights where acts that are alleged to constitute a fraud against the minority shareholders or where an act requires the approval of a greater percentage of our shareholders than actually approved it.
Furthermore, consideration would be given by a Bermuda court to allow derivative action rights where acts that are alleged to constitute a fraud 27 against the minority shareholders or where an act requires the approval of a greater percentage of our shareholders than actually approved it.
Changes to and interpretations of the network rules that were inconsistent with the way we operated has, in the past, required us to make changes to our business, and any future changes to or interpretations of the network rules that are inconsistent with the way we currently operate may require us to make changes to our business that could be costly or difficult to implement.
Changes to and interpretations of the network rules that were inconsistent with the way we operated 9 has, in the past, required us to make changes to our business, and any future changes to or interpretations of the network rules that are inconsistent with the way we currently operate may require us to make changes to our business that could be costly or difficult to implement.
Despite our current level of indebtedness, we may be able to incur substantially more debt and enter into other transactions which could further exacerbate the risks to our financial condition described above. We may be able to incur significant additional indebtedness in the future.
Despite our current level of indebtedness, we may be able to incur substantially more debt and enter into other transactions which could further exacerbate the risks to our financial condition described above. 22 We may be able to incur significant additional indebtedness in the future.
If a 9 merchant or an independent sales organization (“ISO”) fails to comply with the applicable requirements of the card associations and networks, we or the merchant or ISO could be subject to a variety of fines or penalties that may be levied by the card associations or networks.
If a merchant or an independent sales organization (“ISO”) fails to comply with the applicable requirements of the card associations and networks, we or the merchant or ISO could be subject to a variety of fines or penalties that may be levied by the card associations or networks.
We also rely on contractual 26 restrictions to protect our proprietary rights when offering or procuring products and services, including confidentiality and invention assignment agreements entered into with our employees and contractors and confidentiality agreements with parties with whom we conduct business.
We also rely on contractual restrictions to protect our proprietary rights when offering or procuring products and services, including confidentiality and invention assignment agreements entered into with our employees and contractors and confidentiality agreements with parties with whom we conduct business.
Additionally, these laws and regulations may change or be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways that will materially and adversely affect our business.
Additionally, these laws and regulations may change or 18 be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways that will materially and adversely affect our business.
Moreover, there may be restrictions on payments by subsidiaries to their parent companies under applicable laws, including laws that require companies to maintain minimum amounts of capital and to 30 make payments to shareholders only from profits.
Moreover, there may be restrictions on payments by subsidiaries to their parent companies under applicable laws, including laws that require companies to maintain minimum amounts of capital and to make payments to shareholders only from profits.
In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities.
In addition, our officers and directors are exempt from the reporting 25 and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities.
Our sponsor banks have broad discretion to impose new business or operational requirements on us for purposes of compliance with payment network rules, which may materially adversely affect our 10 business.
Our sponsor banks have broad discretion to impose new business or operational requirements on us for purposes of compliance with payment network rules, which may materially adversely affect our business.
The actual payment of future dividends on the Company Common Shares and the amounts thereof depend on a number of factors, including, inter alia, the amount of distributable profits and reserves, including capital contribution reserves (which can be reduced by losses in a current year or carried forward from previous years), Paysafe’s capital expenditure and investment plans, revenue, profits, financial condition, Paysafe’s level of profitability, leverage ratio (as such term is defined under our credit agreements), applicable restrictions on the payment of dividends under applicable laws, compliance with credit covenants, general economic and market conditions, future prospects and such other factors as the Paysafe board of directors may deem relevant from time to time.
The actual payment of any future dividends on the Company Common Shares and the amounts thereof depend on a number of factors, including, inter alia, the amount of distributable profits and reserves, including capital contribution reserves (which can be reduced by losses in a current year or carried forward from previous years), our capital expenditure and investment plans, revenue, profits, financial condition, our level of profitability, leverage ratio (as such term is defined under our credit agreements), applicable restrictions on the payment of dividends under applicable laws, compliance with credit covenants, general economic and market conditions, future prospects and such other factors as our board of directors may deem relevant from time to time.
We may lose that service although still maintain the banking relationship as the bank would, for example, continue to provide us with foreign exchange services.
We may lose that service although still maintain the banking relationship as the bank would, for example, continue to provide us with foreign 7 exchange services.
We may be and in some cases have been subject to claims, lawsuits (including class action lawsuits), government or regulatory investigations, subpoenas, inquiries or audits, and other adverse legal proceedings involving areas such as intellectual property, consumer protection, privacy, data protection, biometric data processing, gambling, labor and employment, immigration, competition, accessibility, securities, tax, marketing and communications practices, commercial disputes, anti-money laundering, anti-corruption, counter-terrorist financing, sanctions and other matters.
We may be and in some cases have been subject to claims, lawsuits (including class action lawsuits), government or regulatory investigations, subpoenas, inquiries or audits, and other adverse legal proceedings involving areas such as intellectual property, consumer protection, privacy, data protection, biometric data processing, artificial intelligence, gambling, labor and employment, immigration, competition, accessibility, securities, tax, marketing and communications practices, commercial disputes, anti-money 21 laundering, anti-corruption, counter-terrorist financing, sanctions and other matters.
Our business operations are subject to interruption by, among others, natural disasters, fire, power shortages, earthquakes, floods, nuclear power plant accidents, and events beyond our control such as other industrial accidents, terrorist attacks and other hostile acts, labor disputes and public health issues.
Our business operations are subject to interruption by, among others, natural disasters, hurricanes, tornadoes, fire, power shortages, earthquakes, floods, nuclear power plant accidents, and events beyond our control such as other industrial accidents, terrorist attacks and other hostile acts, labor disputes and public health issues.
Our Principal Shareholders beneficially own approximately 47% of our Company Common Shares. Moreover, under the Company Bye-laws and the Shareholders Agreement with our Principal Shareholders, for so long as our Principal Shareholders retain significant ownership of us, we will agree to nominate to our board individuals designated by such shareholders.
Our Principal Shareholders beneficially own approximately 45% of our Company Common Shares. Moreover, under the Company Bye-laws and the Shareholders Agreement with our Principal Shareholders, for so long as our Principal Shareholders retain significant ownership of us, we will agree to nominate to our board individuals designated by such shareholders.
There can be no assurance that the above mentioned factors will facilitate or allow adherence to Paysafe’s dividend policy. Paysafe’s ability to pay dividends may be impaired if any of the risks described in this section “Risk Factors” were to occur.
There can be no assurance that the above mentioned factors will facilitate or allow adherence to our dividend policy. Our ability to pay dividends may be impaired if any of the risks described in this section “Risk Factors” were to occur.
The use or generation of biometric data as an aid to fraud prevention is becoming increasingly regulated through a patchwork of laws in both the EU and across the United States, with a number of state laws now requiring consent to such use.
The use or generation of biometric data as an aid to fraud prevention is becoming increasingly regulated through a patchwork of laws in the EU, across the United States, with a number of state laws now requiring consent to such use, and across the world.
Consolidated Statements and Other Financial Information” of this Report. As an equity investor in Paysafe’s subsidiaries, Paysafe’s right to receive assets upon a subsidiary’s liquidation or reorganization will be structurally subordinated to the claims of such subsidiary’s creditors.
Consolidated Statements and Other Financial Information” of this Report. As an equity investor in our subsidiaries, our right to receive assets upon a subsidiary’s liquidation or reorganization will be structurally subordinated to the claims of such subsidiary’s creditors.
If any of this were to occur, it could damage our reputation, limit our growth and materially and adversely affect our business, financial condition and results of operations. In addition, uncertainty and inconvenience created by those regulatory requirements may discourage potential investors from acquiring 10% or more of our shares, which may in turn reduce the value of the shares.
If any of this were to occur, it could damage our reputation, limit our growth and materially and adversely affect our business, financial condition and results of operations. In addition, the uncertainty and inconvenience created by those regulatory requirements may discourage potential investors from acquiring our shares, which may in turn reduce the value of the shares.
Our consolidated financial statements include significant intangible assets which could be impaired. We carry significant intangible assets on our statements of financial position. As of December 31, 2023, we had $1.2 billion of intangible assets and $2.0 billion in goodwill.
Our consolidated financial statements include significant intangible assets which could be impaired. We carry significant intangible assets on our statements of financial position. As of December 31, 2024, we had $1.0 billion of intangible assets and $2.0 billion in goodwill.
Even if our Principal Shareholders do not own common shares representing a majority of the total voting power of our issued and outstanding shares carrying the right to vote at general meetings at the relevant time, for so long as each such shareholder continues to own a significant percentage of our Company Common Shares, such shareholder will still be able to significantly influence the composition of our board of directors and the approval of actions requiring shareholder approval through their voting power.
Even though our Principal Shareholders do not own common shares representing a majority of the total voting power of our issued and outstanding shares carrying the right to vote at general meetings, for so long as each such shareholder continues to own a significant percentage of our Company Common Shares, such shareholder will still be able to significantly influence the composition of our board of directors and the approval of actions requiring shareholder approval through their voting power.
Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an 35 issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2024.
Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2025.
Nevertheless, our transaction monitoring systems may not operate as intended or may otherwise fail to effectively detect fraudulent transactions or locate where a transaction is being made.
Our transaction monitoring systems to detect fraud may not operate as intended or may otherwise fail to effectively detect fraudulent transactions or locate where a transaction is being made.
We are highly leveraged. As of December 31, 2023, the total principal amount of our debt was approximately $2.5 billion. Subject to the limits contained in the credit agreements that govern our credit facilities, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes.
We are highly leveraged. As of December 31, 2024, the total principal amount of our debt was approximately $2.4 billion. Subject to the limits contained in the credit agreements that govern our credit facilities, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes.
The ability of Paysafe’s subsidiaries to make such distributions and other payments depends on their earnings and may be subject to contractual or statutory limitations, such as limitations imposed by Paysafe’s financing facilities to which Paysafe’s subsidiaries are borrowers or guarantors or the legal requirement of having distributable profits or distributable reserves. For additional information, see “Item 8.A.
The ability of our subsidiaries to make such distributions and other payments depend on their earnings and may be subject to contractual or statutory limitations, such as limitations imposed by our financing facilities to which our subsidiaries are borrowers or guarantors or the legal requirement of having distributable profits or distributable reserves. For additional information, see “Item 8.A.
As a result, Paysafe’s ability to pay dividends in the future may be limited and Paysafe’s dividend policy may change. Paysafe’s board of directors will revisit Paysafe’s dividend policy from time to time. Our Principal Shareholders control 47% of our Company and their interests may conflict with ours or yours in the future.
As a result, our ability to pay dividends in the future may be limited and our dividend policy may change. Our board of directors will revisit the Company’s dividend policy from time to time. Our Principal Shareholders control 45% of our Company and their interests may conflict with ours or yours in the future.
If there is a continued and sustained decline in our stock price this could result in a material goodwill impairment in future periods. Further, should the impact of macro-economic conditions, or other factors, be more severe or of longer duration than assumed in the forecasted cash flows, the goodwill may be at risk of impairment.
If there is a continued and sustained decline in our stock price this could result in a material goodwill impairment in future periods. Further, should the impact of macro-economic conditions, or other factors, be more severe or of longer duration than assumed in the forecasted cash flows, the goodwill may be at risk of impairment. Risks Related to the U.S.
Money transmitting businesses are subject to numerous regulations in the United States at the federal and state levels, and we have obtained or applied for money transmitter licenses (or applicable similar licenses) in all U.S. states and territories in which we are required to do so.
As a money transmitting business, we are subject to numerous regulations in the United States at the federal and state levels, and we have obtained or applied for money transmitter licenses (or applicable similar licenses) in all U.S. states and territories in which we are required to do so.
As of December 31, 2023, the Company held approximately $1.6 billion of outstanding debt at variable interest rates.
As of December 31, 2024, the Company held approximately $1.6 billion of outstanding debt at variable interest rates.
Our merchants, particularly in industries most impacted by the COVID-19 pandemic, including the retail, restaurant, hotel, hospitality, consumer discretionary and travel industries and companies whose customers operate in impacted industries, may reduce or delay their technology-driven transformation initiatives due to a pandemic, which could materially and adversely impact our business.
Our merchants, particularly in industries that are most impacted by pandemics, including the retail, restaurant, hotel, hospitality, consumer discretionary and travel industries and companies whose customers operate in impacted industries, may reduce or delay their technology-driven transformation initiatives due to a pandemic, which could materially and adversely impact our business.
We, like other financial technology organizations, as well as our customers and third parties with whom we interact, are routinely subject to cybersecurity threats and our and their technologies, IT systems and networks have been victims of cyberattacks in the past.
We, like other financial technology organizations, as well as our customers and third parties with whom we interact, are routinely subject to cybersecurity threats and our and their technologies, IT systems and networks have faced cyberattacks in the past.
The proceeds of these facilities and notes were used to repay the remaining former debt facilities: As of December 31, 2023 and 2022, the 2021 Senior Facilities and 2021 Secured Notes consist of the following: • $305.0 million senior secured revolving credit facility (the “Revolving Credit Facility”), the maturity date of which is December 28, 2027; • $1,108 million first lien term loan facility (the “USD First Lien Term Loan”) of which $886 million was outstanding as of December 31, 2023 and €710 million first lien term loan facility (the "EUR First Lien Term Loan") of which €646 million was outstanding at December 31, 2023 (the "EUR First Lien Term Loan" and, together with the USD First Lien Term Loan, the “First Lien Term Loan”), the maturity date of which is June 28, 2028; • $400.0 million Senior Secured Notes (the “USD Notes”) of which $346 million was outstanding at December 31, 2023 and €435.0 million Senior Secured Notes (the "EUR Notes") of which €421 million was outstanding at December 31, 2023 (the EUR Notes and, together with the USD Notes, the “Senior Secured Notes”), the maturity date of which is June 15, 2029.
The proceeds of these facilities and notes were used to repay the remaining former debt facilities: As of December 31, 2024 and 2023, the 2021 Senior Facilities and 2021 Secured Notes consist of the following: • $305.0 million senior secured revolving credit facility (the “Revolving Credit Facility”), the maturity date of which is December 28, 2027; • $1,108 million first lien term loan facility (the “USD First Lien Term Loan”) of which $844 million was outstanding as of December 31, 2024 and €710 million first lien term loan facility (the "EUR First Lien Term Loan") of which €596 million was outstanding at December 31, 2024 (the "EUR First Lien Term Loan" and, together with the USD First Lien Term Loan, the “First Lien Term Loan”), the maturity date of which is June 28, 2028; • $400.0 million Senior Secured Notes (the “USD Notes”) of which $337 million was outstanding at December 31, 2024 and €435 million Senior Secured Notes (the "EUR Notes") of which €421 million was outstanding at December 31, 2024 (the EUR Notes and, together with the USD Notes, the “Senior Secured Notes”), the maturity date of which is June 15, 2029.
Additionally, many jurisdictions, particularly those outside of Europe and the United States, including many Latin American countries, have not updated their laws to address the supply of online gambling, which by its nature is a multijurisdictional activity.
Additionally, many jurisdictions, particularly those outside of Europe and the United States, have not updated their laws to address the supply of online gambling, which by its nature is a multijurisdictional activity.
We rely on the continued supply of our services to merchants within the online gambling industry. Digital Wallets (which primarily provides services to the online gambling industry) represents approximately 46% of our revenue for the year ended December 31, 2023.
We rely on the continued supply of our services to merchants within the online gambling industry. Digital Wallets (which primarily provides services to the online gambling industry) represents approximately 45% of our revenue for the year ended December 31, 2024.
Accordingly, under generally applicable U.S. federal income tax rules, Paysafe, which is not created or organized in the United States or under the law of the United States or of any State but is instead a Bermuda incorporated entity, would generally be classified as a non-U.S. corporation.
Accordingly, under generally applicable U.S. federal income tax rules, we were not created or organized in the United States or under the law of the United States or of any State but instead we are a Bermuda incorporated entity, which would generally be classified as a non-U.S. corporation.
In addition, a breach or other cybersecurity incident at a third party with whom we interact has in the past, and could in the future, result in our inability to safeguard our customers' information and funds.
In addition, a breach or other cybersecurity incident at a third party with whom we interact could result in our inability to safeguard our customers' information and funds.
In addition, even if Paysafe is not treated as a U.S. corporation, it may be subject to unfavorable treatment as a “surrogate foreign corporation” in the event that ownership attributable to former FTAC Stockholders exceeds a threshold amount.
In addition, even if we were not treated as a U.S. corporation, we may be subject to unfavorable treatment as a “surrogate foreign corporation” in the event that ownership attributable to former FTAC Stockholders exceeds a threshold amount.
See “Item 4.B. Business Overview—Our Growth Strategies.” We may not generate sufficient cash flow to finance such growth plans. Consequently, the execution of our growth strategy may require 32 access to external sources of capital, which may not be available to us on acceptable terms, or at all.
Organic growth opportunities are an important element of our strategy. See “Item 4.B. Business Overview—Our Growth Strategies.” We may not generate sufficient cash flow to finance such growth plans. Consequently, the execution of our growth strategy may require access to external sources of capital, which may not be available to us on acceptable terms, or at all.
Paysafe Payment may voluntarily, in minimum amounts set forth in the Paysafe Payment Credit Agreement, repay outstanding loans or reduce outstanding commitments under the Paysafe Revolving Credit Facility at any time without premium or penalty. Maturity Principal amounts outstanding under the Paysafe Revolving Credit Facility are due and payable in full at maturity on June 27, 2025.
Paysafe Payment may voluntarily, in minimum amounts set forth in the Paysafe Payment Credit Agreement, repay outstanding loans or reduce outstanding commitments under the Paysafe Revolving Credit Facility at any time without premium or penalty. Maturity Principal amounts outstanding under the Paysafe Revolving Credit Facility are due and payable in full at maturity on July 15, 2027.
To the extent that Paysafe is recognized as a creditor of a subsidiary, its claims may still be 34 subordinated to any security interest in or other lien on such subsidiary’s assets and to any of its debt or other obligations that are senior to Paysafe’s claims.
To the extent we are recognized as a creditor of a subsidiary, our claims may still be subordinated to any security interest in or other lien on such subsidiary’s assets and to any of its debt or other obligations that are senior to our claims.
In particular, with laws and regulations, such as the GDPR in the EU, the GDPR in the UK, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) in Canada (including its provincial laws), developments in South America, and the CCPA, CPRA, VCDPA and BIPA in the United States, imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, we may face challenges in addressing their requirements and making necessary changes to our policies 24 and practices, and may incur significant costs and expenses in an effort to do so.
In particular, with laws and regulations, such as the General Data Protection Regulation (“GDPR”) in the EU, the GDPR in the UK, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) in Canada (including its provincial laws), developments in South America, and increasing state and federal laws in the United States, imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, we may face challenges in addressing their requirements and making necessary changes to our policies and practices, and may incur significant costs and expenses in an effort to do so.
In addition, many of our merchants are small and medium businesses that may have fewer resources dedicated to data security and may thus experience data breaches. Any unauthorized use, modification, destruction or disclosure of data could result in protracted and costly litigation, and cause us to incur significant losses. 6 Global and regional economic conditions could materially harm our business.
In addition, many of our merchants are small and medium businesses that may have fewer resources dedicated to data security and may thus experience data breaches. Any unauthorized use, modification, destruction or disclosure of data could result in protracted and costly litigation and cause us to incur significant losses.
Pandemics could cause our third-party service providers such as data center hosting facilities and cloud computing platform providers, which are critical to our infrastructure, to shut down their business, experience security incidents that impact our business, delay or disrupt performance or delivery of services or experience interference with the supply chain of hardware required by their systems and services, any of which could materially adversely affect our business.
Such an event could adversely affect and materially adversely impact our business, results of operations and overall financial condition in future periods. 6 Pandemics could cause our third-party service providers such as data center hosting facilities and cloud computing platform providers, which are critical to our infrastructure, to shut down their business, experience security incidents that impact our business, delay or disrupt performance or delivery of services or experience interference with the supply chain of hardware required by their systems and services, any of which could materially adversely affect our business.
Paysafe’s only assets are its direct and indirect equity interests in its operating subsidiaries. As a result, Paysafe is dependent on loans, dividends and other payments from these subsidiaries to generate the funds necessary to meet its financial obligations, including the payment of dividends.
Our only assets are direct and indirect equity interests in our operating subsidiaries. As a result, we are dependent on loans, dividends and other payments from these subsidiaries to generate the funds necessary to meet our financial obligations, including any payment of dividends.
Changes in the regulatory environment for cryptocurrency could impact our business and our future business arrangements, thereby damaging our reputation, operations and financial position and lead to increased costs to retain current revenues, any of which could have a material adverse effect on us. For example, the FCA has new Financial Promotion rules which we have implemented.
Changes in the regulatory environment for cryptocurrency could impact our business and our future business arrangements, thereby damaging our reputation, operations and financial position and lead to increased costs to retain current revenues, any of which could have a material adverse effect on us.
In addition, even if we comply with such reporting and record-keeping requirements, law enforcement agencies in the relevant country could seize merchants’ or customers’ funds that are the proceeds of unlawful activity. Any such action could result in adverse publicity for our business and could have a material adverse effect on our results of operations, financial condition and future prospects.
In addition, law enforcement agencies in the relevant country could seize merchants’ or customers’ funds that are the proceeds of unlawful activity. Any such action could result in adverse publicity for our business and could have a material adverse effect on our results of operations, financial condition and future prospects.
For example, new reporting requirements are expected in the U.S. and the UK has introduced ESG requirements, with some requirements already in place. These factors may alter the environment in which we do business and may increase the ongoing costs of compliance and adversely impact our results of operations and cash flows.
For example, the E.U., U.S. and the U.K. have introduced ESG reporting requirements, with some requirements already in place. These factors may alter the environment in which we do business and may increase the ongoing costs of compliance and adversely impact our results of operations and cash flows.
These third parties may be subject to financial, legal, regulatory and labor issues, cybersecurity incidents, privacy breaches, service terminations, disruptions or interruptions, or other problems, including reputational problems, which may impose additional costs or requirements on us or prevent these third parties from providing services to us or our customers on our behalf, or result in loss of funds to us or our customers, which could have a material adverse effect on our results of operations, financial condition and future prospects. 11 The EU and the UK have requirements in relation to outsourcing arrangements that are applicable to certain aspects of our businesses.
These third parties may be subject to financial, legal, regulatory and labor issues, cybersecurity incidents, privacy breaches, service terminations, disruptions or interruptions, or other problems, including reputational problems, which may impose additional costs or requirements on us or prevent these third parties from providing services to us or our customers on our behalf, or result in loss of funds to us or our customers, which could have a material adverse effect on our results of operations, financial condition and future prospects.
As the number of products in the technology and payments industries increases and the functionality of these products further overlaps, and as we acquire technology through acquisitions or licenses, we may become increasingly subject to intellectual property infringement and other claims.
We are, from time to time, subject to litigation related to alleged infringement of other parties’ patents. As the number of products in the technology and payments industries increases and the functionality of these products further overlaps, and as we acquire technology through acquisitions or licenses, we may become increasingly subject to intellectual property infringement and other claims.
Moreover, the nature of financial crime and the attack methods used are constantly changing and adapting to our controls framework, which may results in imperfect risk mitigation while we also adapt to new patterns and trends of suspicious behavior. We are required to comply with payment card network operating rules.
Moreover, the nature of 14 financial crime and the attack methods used are constantly changing and adapting to our controls framework, which may results in imperfect risk mitigation while we also adapt to new patterns and trends of suspicious behavior.
See “—Our focus on the global entertainment verticals can increase our risks relative to other companies in our industry.” Any negative publicity about our industry or our company, the quality and reliability of our products and services, our risk management processes, changes to our products and services, our ability to effectively manage and resolve customer complaints, our privacy, data protection, and information security practices, litigation, regulatory activity, policy positions, and the experience of our customers with our products or services could adversely affect our reputation and the confidence in and use of our products and services.
Any negative publicity about our industry or our company, the quality and reliability of our products and services, our risk management processes, changes to our products and services, our ability to effectively manage and resolve customer complaints, our privacy, data protection, and information security practices, litigation, regulatory activity, policy positions, and the experience of our customers with our products or services could adversely affect our reputation and the confidence in and use of our products and services.
As a result of the COVID-19 pandemic, we experienced an increase in prospective merchants seeking lower prices or other more favorable contract terms and current merchants attempting to obtain concessions on the terms of existing contracts, including requests for early termination or waiver or delay of payment obligations.
We may also experience an increase in prospective merchants seeking lower prices or other more favorable contract terms and current merchants attempting to obtain concessions on the terms of existing contracts, including requests for early termination or waiver or delay of payment obligations.
Certain of our subsidiaries in the UK are authorized by the FCA under the Electronic Money Regulations 2011 to perform the regulated activity of issuing e-money and the provision of payment services (which has the meaning specified in the Second Electronic Money Directive) as well as to provide account information services and payment initiation services to support our Rapid Transfer service.
Certain of our subsidiaries in the UK are authorized by the FCA to perform the regulated activity of issuing e-money and the provision of payment services as well as to provide account information services and payment initiation services to support our Rapid Transfer service.
Risks Related to Paysafe’s Common Shares and Corporate Structure Paysafe will rely on its operating subsidiaries to provide it with funds necessary to meet Paysafe’s financial obligations and Paysafe’s ability to pay dividends may be constrained. Paysafe operates through a holding structure. Paysafe is a holding company with no material, direct business operations.
Risks Related to Paysafe’s Common Shares and Corporate Structure We rely on our operating subsidiaries to provide us with funds necessary to meet our financial obligations and our ability to pay dividends may be constrained. We operate through a holding structure. We are a holding company with no material, direct business operations.
Furthermore, any changes to our existing critical and important outsourced functions may be subject to regulatory approvals which, if not satisfied or obtained, may prevent us from initiating the change.
Such outsourcing arrangements require the prior approval of the relevant regulatory bodies. Furthermore, any changes to our existing critical and important outsourced functions may be subject to regulatory approvals which, if not satisfied or obtained, may prevent us from initiating the change.
Any of the foregoing could be harmful to our business, financial condition and results of operations. If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.
If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.
Our effective tax rate, earnings and operating cash flows could be adversely affected by changes in the mix of operating profits generated in countries with higher statutory tax rates as well as by the positioning of our cash balances globally.
The foreign tax liabilities are determined, in part, by the amount of operating profit generated in these different taxing jurisdictions. Our effective tax rate, earnings and operating cash flows could be adversely affected by changes in the mix of operating profits generated in countries with higher statutory tax rates as well as by the positioning of our cash balances globally.
The number and significance of disputes and inquiries may increase as our business expands in scale, scope and geographic reach, and our products and services increase in scale and complexity.
See “Item 4.B. Business Overview—Legal Proceedings.” The number and significance of disputes and inquiries may increase as our business expands in scale, scope and geographic reach, and our products and services increase in scale and complexity.
Such unauthorized access, loss, theft, changes to, unavailability, destruction or disclosure of confidential, proprietary, financial or personal information could result in identity theft, misuse of pin codes, the loss of card payment details that are stored on our system, and/or the loss of funds stored in customers’ wallets and prepaid cards and other monetary loss or have other material impacts on our business.
Such events could result in identity theft, misuse of pin codes, the loss of card payment details that are stored on our system, and/or the loss of funds stored in customers’ wallets and prepaid cards and other monetary loss or have other material impacts on our business.
The amounts necessary to meet the claims of customers must either be held in secure, liquid low-risk assets or placed in a segregated account of an authorized credit institution or we may hold an insurance policy or bank guarantee. We employ internal controls and compliance procedures designed to hold, safeguard and account accurately for customer and merchant liabilities.
The amounts necessary to meet the claims of customers must either be held in secure, liquid low-risk assets or placed in a segregated account of an authorized credit institution or we may hold an insurance policy or bank guarantee.
However, if we were to violate laws or regulations governing money transmitters or electronic fund transfers, either in the UK, Ireland, Switzerland, the United States, Canada or elsewhere, including as a result of any failure by our employees to correctly apply our KYC procedures, this could result in a requirement for future compliance, fines, other forms of liability and/or force us to change business practices or to cease operations altogether. 25 We are also subject to rules and regulations imposed by, among others, the European Union, HM Treasury and OFAC restricting the transfer of funds to certain specifically designated countries.
If we were to violate laws or regulations governing money transmitters or electronic fund transfers, either in the UK, Ireland, Switzerland, the United States, Canada or elsewhere, including as a result of any failure by our employees to correctly apply our KYC 19 procedures, this could result in a requirement for future compliance, fines, other forms of liability and/or force us to change business practices or to cease operations altogether.
Failure to broaden the scope of products and services that are attractive may inhibit our growth and harm our business. Furthermore, we may have limited or no experience in our newer markets and we cannot assure you that any of our products or services in our newer markets will be widely accepted or that they will generate revenue.
Furthermore, we may have limited or no experience in our newer markets and we cannot assure you that any of our products or services in our newer markets will be widely accepted or that they will generate revenue.
If we are unable to establish name recognition based on our trademarks and trade names, we 12 may not be able to compete effectively, which could have a material adverse effect on our competitive position, business, financial condition, results of operations, and prospects.
If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could have a material adverse effect on our competitive position, business, financial condition, results of operations, and prospects. 11 We may not be able to adequately protect or enforce our intellectual property rights, or third parties may allege that we are infringing their intellectual property rights.
We face substantial and increasingly intense competition worldwide in the global payments industry. The global payments industry is highly competitive, rapidly changing, very innovative, and increasingly subject to regulatory scrutiny.
The global payments industry is highly competitive, rapidly changing, very innovative, and increasingly subject to regulatory scrutiny.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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In Europe, certain of our subsidiaries are authorized by the FCA under the Electronic Money Regulations 2011 to perform the regulated activity of issuing e-money and the provision of payment services (which has the meaning specified in the Second Electronic Money Directive) as well as to provide account information services and payment initiation services to support our Rapid Transfer service.
In Europe, certain of our subsidiaries are authorized by the FCA under the Electronic Money Regulations 2011 to perform the regulated activity of issuing e-money and the provision of payment services (which has the meaning specified in the Second Electronic Money Directive and the Payment Services Directive) as well as to provide account information services and payment initiation services to support our Rapid Transfer service.
As such we have: (a) global capabilities that enable us to source acquisition targets from a large and fragmented pool of attractive candidates that we can evaluate and learn from; (b) a “plug and play” platform infrastructure, such as Unity , that we can leverage to generate revenue and 40 cost synergies from an acquired company; (c) a significant amount of deal experience and expertise across a seasoned team that enables us to source, identify, negotiate and execute deals effectively; and (d) strong integration capabilities powered by our strong entrepreneurial culture and global HR infrastructure that enable us to welcome, integrate and empower new company founders, management teams and employee bases around the world.
As such we have: (a) global capabilities that enable us to source acquisition targets from a large and fragmented pool of attractive candidates that we can evaluate and learn from; (b) a “plug and play” platform infrastructure, such as Unity , that we can leverage to generate revenue and cost synergies from an acquired company; (c) a significant amount of deal experience and expertise across a seasoned team that enables us to source, identify, negotiate and execute deals effectively; and (d) strong integration capabilities powered by our strong entrepreneurial culture and global HR infrastructure that enable us to welcome, integrate and empower new company founders, management teams and employee bases around the world.
As a result, we believe businesses are looking for 43 commerce enabling partners that can assist them with these capabilities and the advanced data and insights needed to manage their businesses more effectively, through a unified offering and a single integration. • Need for Global Capabilities —Businesses are increasingly demanding service providers and partners capable of serving their needs across a broad range of geographic markets and do not want to manage the complexity associated with having multiple providers and partners in separate markets.
As a result, we believe businesses are looking for commerce enabling partners that can assist them with these capabilities and the advanced data and insights needed to manage their businesses more effectively, through a unified offering and a single integration. • Need for Global Capabilities —Businesses are increasingly demanding service providers and partners capable of serving their needs across a broad range of geographic markets and do not want to manage the complexity associated with having multiple providers and partners in separate markets.
We are also connecting our digital wallet gateway with our acquiring services to provide a unified and more powerful gateway solution that supports our enterprise sales and enables our business clients to secure, authorize and execute different types of transactions through a convenient and seamless service experience. • Customer Experience- We intend to focus on simplification and automation of our client experience. 45 • Platform Optimization —we are implementing a series of initiatives to create new synergies and greater operating efficiencies within our platform.
We are also connecting our digital wallet gateway with our acquiring services to provide a unified and more powerful gateway solution that supports our enterprise sales and enables our business clients to secure, authorize and execute different types of transactions through a convenient and seamless service experience. • Customer Experience- We intend to focus on simplification and automation of our client experience. • Platform Optimization —we are implementing a series of initiatives to create new synergies and greater operating efficiencies within our platform.
Our merchants are subject to due diligence in accordance with our policies and procedures before acceptance and, subject to the below, we intend for all customers to be subjected to progressive, risk-based KYC procedures with levels of identity verification through a combination of screening, monitoring of activity patterns and 53 transaction volumes surpassing pre-set limits (in accordance with applicable regulations in Europe, the UK and in North America).
Our merchants are subject to due diligence in accordance with our policies and procedures before acceptance and, subject to the below, we intend for all customers to be subjected to progressive, risk-based KYC procedures with levels of identity verification through a combination of screening, monitoring of activity patterns and transaction volumes surpassing pre-set limits (in accordance with applicable regulations in Europe, the UK and in North America).
Similar to this, we believe there are attractive consolidation opportunities to add distribution, capabilities and client bases in eCash, Online, APMs and iGaming value-added services around the world. Our Segments & Solutions We offer a broad selection of business-to-business and business-to-consumer digital commerce solutions to online businesses, small and medium sized merchants and consumers through our proprietary Paysafe Network.
Similar to this, we believe there are attractive consolidation opportunities to add distribution, capabilities and client bases in eCash, Online, APMs and iGaming value-added services around the world. 35 Our Segments & Solutions We offer a broad selection of business-to-business and business-to-consumer digital commerce solutions to online businesses, small and medium sized merchants and consumers through our proprietary Paysafe Network.
We also engage external counsel to conduct an assessment of our top 20 online gambling revenue producing countries to assist in our assessments of risk. However, we do not necessarily monitor, on a continuous basis, the laws and regulations in every jurisdiction where we facilitate payments for merchants or customers. See “Item 3.D.
We also engage external counsel to conduct an assessment of our top online gambling revenue producing countries to assist in our assessments of risk. However, we do not necessarily monitor, on a continuous basis, the laws and regulations in every jurisdiction where we facilitate payments for merchants or customers. See “Item 3.D.
Certain money transmitters engaged in international money transfers such as Skrill USA are required to provide additional consumer information and disclosures, adopt error resolution standards and adjust refund procedures for international transactions originating in the United States, and certain money transmitters that are deemed by 50 regulation to be “larger participants” in the international money transfer market, such as Skrill USA, are subject to direct supervision by the CFPB.
Certain money transmitters engaged in international money transfers such as Skrill USA are required to provide additional consumer information and disclosures, adopt error resolution standards and adjust refund procedures for international transactions originating in the United States, and certain money transmitters that are deemed by regulation to be “larger participants” in the international money transfer market, such as Skrill USA, are subject to direct supervision by the CFPB.
The transaction is completed when the users makes a cash payment at a designated retail location authorized to accept the bar code or PIN identifier. 47 We also offer a paysafecard prepaid Mastercard that can be linked to a digital paysafecard account and used to make purchases anywhere in the world, online or offline, where Mastercard is accepted.
The transaction is completed when the users makes a cash payment at a designated retail location authorized to accept the bar code or PIN identifier. We also offer a paysafecard prepaid Mastercard that can be linked to a digital paysafecard account and used to make purchases anywhere in the world, online or offline, where Mastercard is accepted.
Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—We are subject to financial services regulatory risks.” Crypto related services In connection with the Skrill and NETELLER Cryptocurrency Services, we have been registered as a crypto asset business with the FCA in the UK and with the CBI in Ireland and is supervised for anti-money laundering purposes by each Regulator.
Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—We are subject to financial services regulatory risks.” Crypto related services In connection with the Skrill and NETELLER Cryptocurrency Services, we have been registered as a crypto asset business with the FCA in the UK and with the CBI in Ireland and are supervised for anti-money laundering purposes by each Regulator.
Our Large & Fast-Growing Market Opportunity We believe that an increasing percentage of digital commerce around the world is becoming too complex for traditional payment and eCommerce services providers using legacy business models, payment solutions and risk management platforms to support an aging generation of retail eCommerce solutions.
Our Large & Fast-Growing Market Opportunity 31 We believe that an increasing percentage of digital commerce around the world is becoming too complex for traditional payment and eCommerce services providers using legacy business models, payment solutions and risk management platforms to support an aging generation of retail eCommerce solutions.
Consumers in these and other verticals are also attracted to the differentiated functionality of our digital wallet and digital currency solutions that enable them to load funds onto a stored value account that can be used easily and flexibly online, through a mobile device or an integrated app.
Consumers in these and other verticals are also attracted to the differentiated functionality of our digital wallet solutions that enable them to load funds onto a stored value account that can be used easily and flexibly online, through a mobile device or an integrated app.
The GDPR expands the scope of the EU data protection law to all foreign companies processing personal data of EU residents anywhere in the world imposes a strict data protection compliance regime with severe penalties of up to the greater of 4% of worldwide turnover or €20 million, and includes new rights such as the “portability” of personal data.
The GDPR expands the scope of the EU data protection law to all foreign companies processing personal data of EU residents anywhere in the world and imposes a strict data protection compliance regime with severe penalties of up to the greater of 4% of worldwide turnover or €20 million, and includes rights such as the “portability” of personal data.
We go to market, serve and support our clients through an omni-channel model that leverages our global reach and our B2B and B2C relationships. This enables us to manage and serve our clients through our network of offices around the world with strong knowledge of local and regional markets, customs and regulatory environments.
We go to market, serve and support our clients through an omni-channel model that leverages our global reach and our B2B and B2C relationships. This enables us to manage and serve our clients through our network of offices around the world with strong knowledge 30 of local and regional markets, customs and regulatory environments.
This provides us with a highly scalable, integrated, single point of access to our products and services and facilitates the customization and delivery of market-specific payment solutions that meet the requirements and purchasing preferences of local markets; • Highly sophisticated global risk management and compliance operations.
This provides us with a highly scalable, integrated, single point of access to our products and services and facilitates the customization and delivery of market-specific payment solutions that meet the requirements and purchasing preferences of local markets; 29 • Highly sophisticated global risk management and compliance operations.
These changes may be made for any number of reasons, including as a result of changes in the regulatory environment, to maintain or attract new participants, or to serve the strategic initiatives of the networks, and may impose additional costs and expenses on or be disadvantageous to certain participants.
These changes may be made for any number of reasons, including as a result of changes in the regulatory environment, to maintain or attract new participants, or to serve the strategic initiatives of the networks, and may impose additional 40 costs and expenses on or be disadvantageous to certain participants.
Unique Global Culture & Expertise Since we were a pioneer in the early days of eCommerce, we developed strong company characteristics over the last 20 years that we believe provide us with material advantages, including: 44 • Entrepreneurial Culture and Client-Centric Focus —We have proactively developed an entrepreneurial culture within Paysafe to foster a highly energetic, innovative and collaborative mindset for our employees by promoting four core employee value statements: • Pioneering —We are curious and collaborate to find innovative ways to improve our business; • Focused —We are results driven, achieving our goals by delivering relevant solutions that meet our clients’ needs; • Open —We are open and transparent in the way we work together, building trustworthy relationships with our colleagues, customers and shareholders; and • Courageous —We encourage empowered people to be brave when challenging the status quo, and decisive when proposing and implementing the resulting change.
Unique Global Culture & Expertise Since we were a pioneer in the early days of eCommerce, we developed strong company characteristics over the last 25 years that we believe provide us with material advantages, including: • Entrepreneurial Culture and Client-Centric Focus —We have proactively developed an entrepreneurial culture within Paysafe to foster a highly energetic, innovative and collaborative mindset for our employees by promoting four core employee value statements: • Pioneering —We are curious and collaborate to find innovative ways to improve our business; • Focused —We are results driven, achieving our goals by delivering relevant solutions that meet our clients’ needs; • Open —We are open and transparent in the way we work together, building trustworthy relationships with our colleagues, customers and shareholders; and • Courageous —We encourage empowered people to be brave when challenging the status quo, and decisive when proposing and implementing the resulting change.
The focus areas of our global risk, regulatory and compliance operations include: • Global Expertise & Policies —We have leveraged our deep domain expertise and over 20 years of experience in solving the complexities of digital commerce to develop a series of stringent proprietary operating policies that enable us to operate a broad global business with deep local risk and regulatory compliance capabilities; • Licenses & Certifications— We have built a network of relationships with regulators, networks and financial institutions, undergone numerous certification and registration processes and successfully acquired numerous operating licenses that enable us to operate in multiple jurisdictions in a safe and compliant manner.
The focus areas of our global risk, regulatory and compliance operations include: • Global Expertise & Policies —We have leveraged our deep domain expertise and over 25 years of experience in solving the complexities of digital commerce to develop a series of stringent proprietary operating policies that enable us to operate a broad global business with deep local risk and regulatory compliance capabilities; • Licenses & Certifications— We have built a network of relationships with regulators, networks and financial institutions, undergone numerous certification and registration processes and successfully acquired numerous operating licenses that enable us to operate in multiple jurisdictions in a safe and compliant manner.
We are subject to anti-money laundering regulation in the UK, Ireland, Switzerland, Canada, the United States and in any other jurisdiction, including other member states of the EEA, where we are established and performing activities that would require that we apply anti-money laundering regulation.
We are subject to anti-money laundering regulation in the UK, Ireland, Switzerland, Canada, the United States and in any other jurisdiction, including other member states of the EEA, where we are established and performing activities that 42 would require that we apply anti-money laundering regulation.
Our global risk appetite has qualitative and quantitative measures in place, to support our business with broad-based guidance on the amount and type of risk we are willing to accept in pursuit of our strategic objectives. • Core Risk Tracking System —We leverage governance, risk and compliance tools to track enterprise-wide risks, document improvement actions, identify accountable owners and track progress towards closure of key risks. 49 • Centralized Risk Repository —We have centralized a repository of core risk policies, processes and control documentation via global risk governance and Enterprise Risk Management.
Our global risk appetite has qualitative and quantitative measures in place, to support our business with broad-based guidance on the amount and type of risk we are willing to accept in pursuit of our strategic objectives. 38 • Core Risk Tracking System —We leverage governance, risk and compliance tools to track enterprise-wide risks, document improvement actions, identify accountable owners and track progress towards closure of key risks. • Centralized Risk Repository —We have centralized a repository of core risk policies, processes and control documentation via global risk governance and Enterprise Risk Management.
Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.” Our total research and development expense for the year ended December 31, 2023 and 2022 was $7,278 and $7,377, respectively.
Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.” Our total research and development expense for the year ended December 31, 2024, 2023 and 2022 was $7,267, $7,278 and $7,377, respectively.
Among other things, the Dodd-Frank Act established the CFPB, which is empowered to conduct rule-making and supervision related to, and enforcement of, federal consumer financial protection laws.
Among other things, the Dodd-Frank Act established the CFPB, which is empowered to conduct rule-making and supervision related 39 to, and enforcement of, federal consumer financial protection laws.
For example, our digital wallets accommodate a wide range of funding options and allow funds to be securely sent and received instantly, empowering online gaming companies and their consumers to conduct commerce together more efficiently. Our eCash Solutions also enable online purchases for cash-pay consumers and can be purchased at over one million distribution points in over 50 countries.
For example, our digital wallets accommodate a wide range of funding options and allow funds to be securely sent and received instantly, empowering online gaming companies and their consumers to conduct commerce together more efficiently. Our eCash Solutions also enable online purchases for cash-pay consumers and can be purchased at over one million distribution points in over 60 countries.
This enables us to utilize a combination of global commerce expertise with a strong knowledge of local and regional markets, customs, and regulatory environments to facilitate cross-border commerce.
This enables us to utilize a 33 combination of global commerce expertise with a strong knowledge of local and regional markets, customs, and regulatory environments to facilitate cross-border commerce.
However, the adoption of new money transmitter statutes in other jurisdictions, changes in regulators’ interpretation of existing state and federal money transmitter or money services business statutes or regulations, or disagreement by a regulatory authority with our interpretation of such statutes or regulations, could require additional registrations or licenses, limit certain of our business activities until they are appropriately licensed and expose us to financial penalties.
However, the adoption of new money transmitter, e-money and payment services statutes in other jurisdictions, changes in regulators’ interpretation of existing state and federal money transmitter or money services business statutes or regulations, or disagreement by a regulatory authority with our interpretation of such statutes or regulations, could require additional registrations or licenses, limit certain of our business activities until they are appropriately licensed and expose us to financial penalties.
These sales personnel help businesses learn about our solutions and then will help configure a commercial solution for them from our suite of offerings. • Indirect Sales— We have built a network of resellers and partners, such as online portals, ISVs, Payment Facilitators and ISOs, who integrate our solutions into their own services or resell our solutions by utilizing their own salesforces or online marketing initiatives. • Online Resellers— We work with selected merchants and partners in specific verticals, such as iGaming and gaming, who promote our solutions or sell them in store. • Distribution Partners —We work with distribution partners in over 50 countries across over one million distribution points-of-sale for Paysafecard and Paysafecash. • ISVs— We work with approximately 150 ISVs who develop vertical-specific business management SaaS solutions for industries such as restaurants, spa/salon, gyms, charities, property managers, and field service companies, among others.
These sales personnel help businesses learn about our solutions and then will help configure a commercial solution for them from our suite of offerings. • Indirect Sales— We have built a network of resellers and partners, such as online portals, ISVs, Payment Facilitators and ISOs, who integrate our solutions into their own services or resell our solutions by utilizing their own salesforces or online marketing initiatives. • Online Resellers— We work with selected merchants and partners in specific verticals, such as iGaming and gaming, who promote our solutions or sell them in store. • Distribution Partners —We work with distribution partners in over 60 countries across over one million distribution points-of-sale for Paysafecard and Paysafecash. • ISVs— We work with approximately 230 ISVs who develop vertical-specific business management SaaS solutions for industries such as restaurants, spa/salon, gyms, charities, property managers, and field service companies, among others.
The combination of this breadth of solutions, our sophisticated risk management and our deep regulatory expertise and deep industry knowledge across target verticals enables us to empower 18 million active users in more than 120 countries and over 250,000 SMBs to conduct secure and friction-less commerce across online, mobile, in-app and in-store channels.
The combination of this breadth of solutions, our sophisticated risk management and our deep regulatory expertise and deep industry knowledge across target verticals enables us to empower 18 million active users in more than 120 countries and over 200,000 SMBs to conduct secure and friction-less commerce across online, mobile, in-app and in-store channels.
This enables our clients to get all of the features and benefits of being a PayFac without the risk, extensive underwriting and registration burdens, cash reserve requirements, or compliance and monitoring overhead. 48 Our Customer Service & Support We provide customer support services that have been designed to address the specific support issues of each of our two business segments.
This enables our clients to get all of the features and benefits of 37 being a PayFac without the risk, extensive underwriting and registration burdens, cash reserve requirements, or compliance and monitoring overhead. Our Customer Service & Support We provide customer support services that have been designed to address the specific support issues of each of our two business segments.
To implement this monitoring process, we have created an experienced team with in-depth industry knowledge, who take a number of measures in order to ensure that they are well 55 placed to make decisions to accept or decline business in particular jurisdictions and to deploy our technology platform in order to best apply these decisions.
To implement this monitoring process, we have created an experienced team with in-depth industry knowledge, who take a number of measures in order to ensure that they are well 44 placed to make decisions to accept or decline business in particular jurisdictions and to deploy our technology platform in order to best apply these decisions.
Accordingly, the Principal Shareholders constitute a group within the meaning of Section 13(d) of the Exchange Act representing approximately 47% of the outstanding voting securities of the Company. See “Item 7.A. Major Shareholders” and “Item 8.A. Consolidated Statements and Other Financial Information." D. Property, Plants and Equipment See “Item 4.B. Information on the Company—Business Overview—Properties” for additional information.
Accordingly, the Principal Shareholders constitute a group within the meaning of Section 13(d) of the Exchange Act representing approximately 47% of the outstanding voting securities of the Company. See “Item 7.A. Major Shareholders” and “Item 8.A. Consolidated Statements and Other Financial Information." D. Property, Plants and Equipment See “Item 4.B. Information on the Company—Business Overview—Properties” for additional information. ITEM 4A.
Where we have made a decision for legal and/or policy reasons not to accept gambling transactions from customers in particular territories, we endeavor to implement those decisions rigorously using our risk management platform. 54 Before we accept business from merchants or customers for gambling activities, we are careful to assess the risk for us of accepting such business.
Where we have made a decision for legal and/or policy reasons not to accept gambling transactions from customers in particular territories, we endeavor to implement those decisions rigorously using our risk management platform. 43 Before we accept business from merchants or customers for gambling activities, we are careful to assess the risk for us of accepting such business.
Breach of these rules may result in fines, public censures, customer remediation and redress 52 and ultimately in the revocation of our regulatory license.
Breach of these rules may result in fines, public censures, customer remediation and redress and ultimately in the revocation of our regulatory license.
We combine key elements of our business to create distinct competitive advantages in the market, as illustrated below. These include: 1. Our global digital commerce solutions; 2. Our 20+ years of global expertise and entrepreneurial culture in solving and simplifying the complexities of digital commerce beyond traditional payments; and 3.
We combine key elements of our business to create distinct competitive advantages in the market, as illustrated below. These include: 1. Our global digital commerce solutions; 2. Our 25+ years of global expertise and entrepreneurial culture in solving and simplifying the complexities of digital commerce beyond traditional payments; and 3.
Our digital wallets support a wide selection of funding alternatives including close to 260 alternative payment method integrations, including cryptocurrency and is offered in over 120 countries, over 40 currencies and over 14 languages. The Money transfer feature allows Skrill wallet holder to transfer funds to over 40 countries.
Our digital wallets support a wide selection of funding alternatives including close to 260 alternative payment method integrations, including cryptocurrency and is offered in over 120 countries, over 40 currencies and over 10 languages. The Money transfer feature allows Skrill wallet holder to transfer funds to over 40 countries.
These solutions provide consumers with a safe and easy way to purchase goods and services online without the need for a bank account or credit card and allow merchants to expand their target market to include consumers who prefer to pay with cash. paysafecard and Paysafecash are available at over one million locations in 50 countries worldwide and can be used to make purchases at online stores and online platforms.
These solutions provide consumers with a safe and easy way to purchase goods and services online without the need for a bank account or credit card and allow merchants to expand their target market to include consumers who prefer to pay with cash. paysafecard and Paysafecash are available at over one million locations in over 60 countries worldwide and can be used to make 36 purchases at online stores and online platforms.
These include: • A Global Stored-Value Digital Wallet Solution— that enables users to upload, store, withdraw, pay and send funds from a branded, or embedded, virtual account that can transact in over 14 languages and over 40 currencies and is integrated with close to 260 alternative payment methods, or APMs, from around the world; • An eCash Network —that enables users to transform cash at over a million locations across over 50 countries into a proprietary digital currency accessed by a mobile app, a virtual account or a user code and used for online gaming, video games, mobile commerce, or in-app purchases; and • An Independent Merchant Acquiring Solution —that enables SMBs to conduct eCommerce, software-integrated commerce and in-store commerce more effectively by utilizing our single API, proprietary gateway, data tokenization, risk management and fraud tools and approximately 150 integrated software vendor (“ISV”) integrations to process credit card, debit card and APM services seamlessly.
These include: • A Global Stored-Value Digital Wallet Solution— that enables users to upload, store, withdraw, pay and send funds from a branded, or embedded, virtual account that can transact in over 10 languages and over 40 currencies and is integrated with close to 260 alternative payment methods, or APMs, from around the world; • An eCash Network —that enables users to transform cash at over a million locations across over 60 countries into a proprietary digital currency accessed by a mobile app, a virtual account or a user code and used for online gaming, video games, mobile commerce, or in-app purchases; and • An Independent Merchant Acquiring Solution —that enables SMBs to conduct eCommerce, software-integrated commerce and in-store commerce more effectively by utilizing our single API, proprietary gateway, data tokenization, risk management and fraud tools and approximately 230 integrated software vendor (“ISV”) integrations to process credit card, debit card and APM services seamlessly.
In Latin America we offer Safetypay, a platform that enables eCommerce transactions in 12 Latin American countries, and PagoEfectivo, the leading alternative payment platform and Brand in Peru which positions us to compete well in this growing market.
In Latin America we offer Safetypay, a platform that enables eCommerce transactions in 14 Latin American countries, and PagoEfectivo, the leading alternative payment platform and Brand in Peru which positions us to compete well in this growing market.
We enable paysafecard users to pay for content and services across various Google platforms in over 16 countries, such as the Google Play Store, YouTube and Stadia, and have enabled the push-provisioning of our Skrill prepaid and NET+ cards into Google Pay. • Paysafe has a strong global banking infrastructure —Paysafe leverages a network of nearly 100 commercial banks across 30 countries.
We enable paysafecard users to pay for content and services across various Google platforms in over 15 countries, such as the Google Play Store, YouTube and Stadia, and have enabled the push-provisioning of our Skrill prepaid and NET+ cards into Google Pay. • Paysafe has a strong global banking infrastructure —Paysafe leverages a network of nearly 100 commercial banks across 34 countries.
Although we have the licenses and authorizations referred to above, our Digital Wallets segment issues e-money to customers in over 120 countries and territories, a majority in which we are not licensed as an e-money issuer.
Although we have the licenses and authorizations referred to above, our Digital Wallets segment issues e-money and provides payment services to customers in over 120 countries and territories, a majority in which we are not licensed as an e-money issuer.
The principal executive office of the Company is located at 2 Gresham Street, 1st Floor, London, United Kingdom, EC2V 7AD. We also lease a number of operations, business, data center and sales offices and facilities which include 15 offices in 12 countries and 7 data centers. Our business is not capital intensive.
The principal executive office of the Company is located at 2 Gresham Street, 1st Floor, London, United Kingdom, EC2V 7AD. We also lease a number of operations, business, data center and sales offices and facilities which include 14 offices in 12 countries and 4 data centers. Our business is not capital intensive.
For instance, due to the borderless nature of online gaming and sports betting and foreign exchange trading, a merchant properly licensed in its home jurisdiction may still provide services to consumers in other jurisdictions, knowingly or unknowingly including in jurisdictions whose regulations are ambiguous or where gaming, sports betting and/or foreign exchange trading are prohibited.
For instance, due to the borderless nature of online gaming and sports betting and foreign exchange trading, a merchant properly licensed in its home jurisdiction may still provide services to consumers in other jurisdictions, knowingly or unknowingly including in jurisdictions whose regulations are ambiguous or where gaming, sports betting and/or foreign exchange trading are prohibited. See “Item 3.D.
We have over 350 professionals in our compliance and risk teams and have significant expertise in managing risk and regulatory requirements across the entire payments landscape.
We have over 300 professionals in our compliance and risk teams and have significant expertise in managing risk and regulatory requirements across the entire payments landscape.
Both the UK and Ireland prescribe that, with respect to our payment services entities, no person may hold or acquire, alone or together with others, a direct or indirect stake of 10% or more of our shares, 10% of the voting rights attached to our shares, or exercise, directly or indirectly, significant influence over any of the regulated subsidiaries (or increase an existing holding of 10% or more of our shares or the voting rights attached to our shares crossing a control threshold (20%, 30% or 50%)) without first obtaining the prior approval of the FCA and the CBI.
Both the UK and Ireland prescribe that, with respect to our e-money institutions, no person may hold or acquire, alone or together with others, a direct or indirect stake of 10% or more of our shares, 10% of the voting rights attached to our shares, or exercise, directly or indirectly, significant influence over any of the regulated subsidiaries (or increase an existing holding of 10% or more of our shares or the voting rights attached to our shares crossing a control threshold (20%, 30% or 50%)) without first obtaining the prior approval of the FCA and the CBI.
The Consumer Duty principle will require firms to deliver good outcomes for customers, by acting in good faith towards them, avoiding causing them foreseeable harm and supporting them to pursue their financial objectives. It identifies key outcomes in product and services design, price and value, communications, and consumer support.
The Consumer Duty principle requires firms to deliver 41 good outcomes for customers, by acting in good faith towards them, avoiding causing them foreseeable harm and supporting them to pursue their financial objectives. It identifies key outcomes in product and services design, price and value, communications, and consumer support.
We will also pursue the same strategy in our Merchant Solutions segment, with a focus on growing our eCommerce volumes, growing our base of SMB merchants and ISV partners and growing our base of clients in specialized verticals, such as Petroleum stations, where we have differentiated sales and service capabilities. • Enter New Vertical and Geographic Markets —We intend to enter high growth adjacent verticals, such as expanding digital assets across wallet trading, crypto payments and processing and enter new geographic markets where we can successfully leverage our competitive advantages to provide superior digital commerce solutions and gain share.
We will also pursue the same strategy in our Merchant Solutions segment, with a focus on growing our eCommerce volumes, growing our base of SMB merchants and ISV partners and growing our base of clients in specialized verticals, such as Petroleum stations, where we have differentiated sales and service capabilities. • Enter New Vertical and Geographic Markets —We intend to enter high growth adjacent verticals, such as expanding digital assets across the experiential economy and enter new geographic markets where we can successfully leverage our competitive advantages to provide superior digital commerce solutions and gain share.
For the year ended December 31, 2023, we derived approximately 30% of our revenue directly or indirectly from processing transactions for merchants and customers in the online gambling sector.
For the year ended December 31, 2024, we derived approximately 31% of our revenue directly or indirectly from processing transactions for merchants and customers in the online gambling sector.
Building upon our core foundations, we will continue to grow our business by: • optimizing our current operations to help our business and consumer clients transact more effectively; • innovating to create new solutions that reduce friction and unlock new areas for digital commerce to flourish; • and expanding into new markets and verticals.
Building upon our core foundations, we will continue to grow our business by: • optimizing our current operations to help our business and consumer clients transact more effectively; • innovating to create new solutions that unlock new areas for digital commerce to flourish; • expanding capabilities within our existing markets and verticals; • and expanding into new markets and verticals.
We compete primarily on the basis of brand recognition; distribution network and channel options; 57 convenience; variety of payment methods; product and service offerings; customer service for both consumers and merchants; trust and reliability; speed; data protection and security; price; and innovation. Employees As of December 31, 2023, we had approximately 3,200 employees globally.
We compete primarily on the basis of brand recognition; distribution network and channel options; convenience; variety of payment methods; product and service offerings; customer service for both consumers and merchants; trust and reliability; speed; data protection and security; price; and innovation. 46 Employees As of December 31, 2024, we had approximately 3,300 employees globally.
Our Distribution & Sales In 2023, we reached 18 million active users in more than 120 countries and over 250 thousand merchants across North America, Latin America and Europe.
Our Distribution & Sales In 2024, we reached 18 million active users in more than 120 countries and over 200 thousand merchants across North America, Latin America and Europe.
In July 2023, the FCA’s new Consumer Duty rules will come into effect which will set a higher standard of protection for consumers and microenterprise merchants that goes beyond, and delivers benefits not currently delivered by, the FCA’s current rules and principles.
In July 2023, the FCA’s Consumer Duty rules came into effect which set a higher standard of protection for consumers and microenterprise merchants that goes beyond, and delivers benefits not currently delivered by, the FCA’s prior rules and principles.
In 2023, we generated approximately 56% of our revenue in North America, 32% in Europe, 7% in Latin America and 5% in the rest of the world, based on the region where a transaction was initiated or the merchant location.
In 2024, we generated approximately 57% of our revenue in North America, 32% in Europe, 7% in Latin America and 4% in the rest of the world, based on the region where a transaction was initiated or the merchant location.
A list of the significant subsidiaries of the Company is included in Exhibit 8.1 to this Report. 58 Each of the Founder, Cannae LLC, the CVC Investors and the Blackstone Investors, to whom we refer collectively as the “Principal Shareholders,” are party to the Shareholders Agreement described in “Certain Relationships and Related Person Transactions—Certain Relationships and Related Person Transactions—Paysafe—Shareholders Agreement,” set forth in this report, pursuant to which, among other things, they have each agreed to vote in favor of their respective nominees to the Company Board.
Each of the Founder, Cannae LLC, the CVC Investors and the Blackstone Investors, to whom we refer collectively as the “Principal Shareholders,” are party to the Shareholders Agreement described in “Certain Relationships and Related Person Transactions—Certain 47 Relationships and Related Person Transactions—Paysafe—Shareholders Agreement,” set forth in this report, pursuant to which, among other things, they have each agreed to vote in favor of their respective nominees to the Company Board.
Within Canada, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) law is under consultation review in order to align more closely to GDPR and ensure continuation of its adequacy status from the European Commission and the provincial Quebec privacy law was amended in 2023 and requires further registration for biometric processing.
Within Canada, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) law is under consultation review in order to align more closely to GDPR and ensure continuation of its adequacy status from the European Commission and the provincial Quebec privacy law was amended in 2023 and requires further registration for biometric processing, with a new regulation governing data anonymity implemented in January 2025 .
Business Overview Overview 39 Paysafe is one of the leaders in digital commerce with over $140 billion in volume processed in 2023 and $130 billion processed in 2022, generating $1.6 billion in revenue in 2023 and $1.5 billion in revenue in 2022.
Business Overview Overview Paysafe is one of the leaders in digital commerce with $152 billion in volume processed in 2024 and $140 billion processed in 2023, generating $1.7 billion in revenue in 2024 and $1.6 billion in revenue in 2023.
We intend to continue to leverage our privileged position as the global leader of digital commerce solutions in the iGaming market to benefit from the very fast growth and large addressable market opportunity in North America iGaming. • Increase Share in Existing Markets —We intend to increase our market share in key, high-growth verticals where we currently operate, such as iGaming, gaming, crypto, Remittances, Digital Trading, Property Management and Rentals, Wellness and Membership, Utilities and Subscriptions.
We intend to continue to leverage our privileged position as the global leader of digital commerce solutions in the iGaming market to benefit from the very fast growth and large addressable market opportunity in North America iGaming. • Increase Share in Existing Markets —We intend to increase our market share in key, high-growth verticals where we currently operate, such as iGaming, gaming, travel, retail and hospitality, foreign exchange and online trading, crypto, and financial services.
Some US state laws, like GDPR, are extra-territorial in nature and thus apply outside the USA. Certain other state laws impose similar privacy obligations as well and, in addition, all 50 states have laws with varying obligations to provide notification of security breaches of computer databases that contain personal information to affected individuals, state officers and others.
Certain other state laws impose similar privacy obligations as well and, in addition, all 50 states have laws with varying obligations to provide notification of security breaches of computer databases that contain personal information to affected individuals, state officers and others.
We have successfully acquired and integrated 19 companies (including our acquisition of SafetyPay in 2022) since our foundation and have an advantaged platform for consolidation.
We have successfully acquired and integrated 19 companies since our foundation and have an advantaged platform for consolidation.
During the same period, we had a net loss of $1.9 billion 41 and generated $410 million of Adjusted EBITDA See “Item 5.
During the same period, we had a net loss of $20 million and generated $459 million of Adjusted EBITDA See “Item 5.
While we manage our business holistically and in an integrated manner, we provide our solutions across two business segments to optimize our management of each. Our reportable segments are Merchant Solutions and Digital Wallets. Our reportable segments were revised as of December 31, 2022.
While we manage our business holistically and in an integrated manner, we provide our solutions across two business segments to optimize our management of each. Our reportable segments are Merchant Solutions and Digital Wallets. Our reportable segments were revised as of December 31, 2022. Please refer to Note 20, Operating segments , within Item 18, Financial Statements for further details.
For the year ended December 31, 2023, we generated $140 billion of total payment volume and $1.6 billion in revenue. During the same period, we had a net loss of $20 million and generated $459 million of Adjusted EBITDA. For the year ended December 31, 2022, we generated $130 billion of total payment volume and $1.5 billion in revenue.
For the year ended December 31, 2024, we generated $152 billion of total payment volume and $1.7 billion in revenue. During the same period, we had a net income of $22 million and generated $452 million of Adjusted EBITDA. For the year ended December 31, 2023, we generated $140 billion of total payment volume and $1.6 billion in revenue.
We organize our business in two segments, Digital Wallets represented approximately $734 million or 46%, of our revenue and Merchant Solutions represented approximately $867 million, or 54%, of our revenue for the year ended December 31, 2023.
We organize our business in two segments, Digital Wallets represented approximately $766 million or 45%, of our revenue and Merchant Solutions represented approximately $958 million, or 56 %, of our revenue for the year ended December 31, 2024.
Our digital wallets are an internet-based account used by merchants and consumers that enables account holders to send and receive funds instantly, conveniently and securely using a wide selection of funding options.
Our pay-by-bank solution is an alternative for eCommerce applications that provides a safe, low-cost payment alternative for consumers and merchants. Our digital wallets are an internet-based account used by merchants and consumers that enables account holders to send and receive funds instantly, conveniently and securely using a wide selection of funding options.
Our proprietary eCash solutions are marketed under the paysafecard and Paysafecash brands and also the viafintech, SafetyPay and PagoEfectivo brands following our recent acquisitions of these three companies.
Our proprietary eCash solutions are marketed under the paysafecard and Paysafecash brands and also the viafintech, SafetyPay and PagoEfectivo brands.
For example, our recent acquisitions of SafetyPay and PagoEfectivo solidifies our position in the Latin American market. Similarly, while we are the second largest global stored-value digital wallet solution in the world, we are still in the early stages of penetrating a large and fast-growing ecosystem of eCommerce platforms.
While we are the second largest global stored-value digital wallet solution in the world, we are still in the early stages of penetrating a large and fast-growing ecosystem of eCommerce platforms.
The mailing address of Paysafe Limited’s registered office is c/o M Q Services Ltd., Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal executive office is located at 2 Gresham Street London, United Kingdom EC2V 7AD and its telephone number is +44 (0) 207 608 8460. The Company’s principal website address is www.paysafe.com.
The principal executive office is located at 2 Gresham Street London, United Kingdom EC2V 7AD and its telephone number is +44 (0) 207 608 8460. The Company’s principal website address is www.paysafe.com.
These firms are increasingly partnering with digital commerce solutions providers to integrate these features as seamlessly as possible. • Emerging Markets — We believe our acquisition of both Safetypay, a platform that enables eCommerce transactions in Latin American countries, and PagoEfectivo, the leading alternative payment platform and Brand in Peru, positions us to compete well in this growing market. • Embedded Finance— For Paysafe, embedded finance includes our white-label wallet.
These firms are increasingly partnering with digital commerce solutions providers to integrate these features as seamlessly as possible. • Emerging Markets — Our eCommerce solutions and brands in Latin American countries position us to compete well in this growing market. • Embedded Finance— For Paysafe, embedded finance includes our white-label wallet.
We are modernizing our sales organization with a holistic proposition focusing on our top tier clients. • Cross-Sell- we continue to focus on cross-selling the full breath of our product portfolio and we intend to focus on growth within our existing client base. • Product Innovation- We intend to focus on money movement within the entertainment sector and focus on strategic partnerships for speed to market and scale opportunities.
We are modernizing our sales organization with a holistic proposition focusing on our top tier clients. • Cross-Sell —we continue to focus on cross-selling the full breath of our product portfolio and we intend to focus on growth within our existing client base. 34 • Team expansion —we have recently increased the headcount of our sales organization to expand the global reach and effectiveness of the team; we believe this will enhance our overall sales capabilities and our ability to win new clients across our target regions, verticals and customer segments. • Product Innovation- We intend to focus on money movement within the entertainment sector and focus on strategic partnerships for speed to market and scale opportunities.
The networks may fine, penalize or suspend the registration of participants for certain acts or omissions or the failure of the participants to comply with applicable rules and standards. 51 In order for our Merchant Solutions business to process and settle transactions for our merchants, we have entered into sponsorship agreements with banks that are members of the payment systems.
In order for our Merchant Solutions business to process and settle transactions for our merchants, we have entered into sponsorship agreements with banks that are members of the payment systems.
Our Skrill digital wallet supports a wide range of eCommerce platforms, including Shopify, Wix, Magento, WooCommerce, and PrestaShop. We have also integrated our services with large online marketplaces that sell their own goods and services as well as the inventories of third-party merchants.
We have also integrated our services with large online marketplaces that sell their own goods and services as well as the inventories of third-party merchants.
As a result, businesses are gravitating to payments partners with the capability to provide integrated solutions that can manage across all channels with highly sophisticated engagement, payment, reporting and data management and analytics capabilities. • The Payments Industry is Continuing to Rapidly Consolidate —Strategic and financial buyers of payments businesses are expected to continue to pursue deals that enhance scale, technology capabilities and vertical and geographic expansion.
As a result, businesses are gravitating to payments partners with the capability to provide integrated solutions that can manage across all channels with highly sophisticated engagement, payment, reporting and data management and analytics capabilities. • The Payments Industry is Continuing to Rapidly Consolidate —Strategic and financial buyers of payments businesses are expected to continue to pursue deals that enhance scale, technology capabilities and vertical and geographic expansion. 32 We have a broad and successful track-record of M&A execution and integration and believe there are a number of targets across our business segments. • Real-Time Payments — With our eCommerce solutions and brands in Latin America and Europe, we believe we are well positioned to exploit the high growth real-time banking market in Latin America and Europe.
Skrill and NETELLER remove friction from complex commerce situations and dramatically simplify the complexity of traditional payment mechanisms, such as card-based payments, enabling our active users to send, spend, store and accept funds online more easily. Our Rapid Transfer solution is a pay-by-bank alternative for eCommerce applications that provides a safe, low-cost payment alternative for consumers and merchants.
Our proprietary digital wallet solutions are marketed under the NETELLER and Skrill brand names, as well as proprietary pay-by-bank solutions. Skrill and NETELLER remove friction from complex commerce situations and dramatically simplify the complexity of traditional payment mechanisms, such as card-based payments, enabling our active users to send, spend, store and accept funds online more easily.
Based on the success of our eCash services, we have also begun to cross-sell our Digital wallet and merchant solutions to some of these gaming merchants, increasing the continuity of our relationships. • Paysafe is a leader in eCommerce payment services. We support numerous eCommerce platforms and online marketplaces to enable them to accept various payments inside of their ecosystems.
Based on the success of our eCash services, we have also begun to cross-sell our Digital wallet and merchant solutions to some of these gaming merchants, increasing the continuity of our relationships. • Paysafe offers simple and scalable online payment solutions for online businesses.
Participants are subject to audit by the payment networks to ensure compliance with applicable rules and standards.
Participants are subject to audit by the payment networks to ensure compliance with applicable rules and standards. The networks may fine, penalize or suspend the registration of participants for certain acts or omissions or the failure of the participants to comply with applicable rules and standards.
Digital Wallets The Digital Wallets segment is the combination of our legacy Digital Wallet and eCash solutions and services markets primarily in Europe, UK, North America and Latin America. For the year ended December 31, 2023, this segment generated $22 billion of total payment volume, $734 million in revenue and $319 million in Adjusted EBITDA.
Overview by Segment Merchant Solutions The Merchant Solutions segment is the combination of our historical US Acquiring segment and Integrated & eCommerce Solutions business and services markets primarily in North America, Canada and Europe. For the year ended December 31, 2024, this segment generated $130 billion of total payment volume, $958 million in revenue and $191 million in Adjusted EBITDA.
We provide a comprehensive, full-featured Online toolkit that allows merchants and ISVs in the United States, Canada and Europe to build and scale their online commerce presence. Our solution, which can easily integrate with merchant websites addresses the full range of online commerce requirements.
Our Merchant Services are targeted towards online small and medium sized merchants and software-integrated merchants with integrated payment capabilities for approximately 230 integrated software vendors (“ISV”). We provide a comprehensive, full-featured Online toolkit that allows merchants and ISVs in the United States, Canada and Europe to build and scale their online commerce presence.
See “Explanatory Note” for further details regarding the Transaction. See “Item 5. Operating and Financial Review and Prospects” for a discussion of Paysafe’s principal capital expenditures and divestitures for each of the three years in the period ended December 31, 2023. There are no material capital expenditures or divestitures currently in progress as of the date of this Report.
Operating and Financial Review and Prospects” for a discussion of Paysafe’s principal capital expenditures and divestitures for each of the three years in the period ended December 31, 2024.
We also offer merchants and ISVs a global turn-key payments gateway solution, providing critical connectivity between merchant online sites and payment acceptance and transaction processing providers. Through our global feature-rich gateway, we manage and provide all connections to card processing networks, acquiring banks and transaction processors.
Our solution, which can easily integrate with merchant websites addresses the full range of online commerce requirements. We also offer merchants and ISVs a global turn-key payments gateway solution, providing critical connectivity between merchant online sites and payment acceptance and transaction processing providers.
Since the digital commerce market is still relatively fragmented and regional in nature, we believe there are a large number of potential acquisition opportunities to evaluate and consolidate around the world. However, they represent an opportunity for us to add specific features, distribution and active users which can be incorporated into our global digital wallet solutions.
However, they represent an opportunity for us to add specific features, distribution and active users which can be incorporated into our global digital wallet solutions.
The CCPA imposes stringent data privacy and data protection requirements for the data of California residents, and provides for penalties for noncompliance of up to $7,500 per violation, if willful, and provides for a private right of action in the event of a data breach affecting specified personal information of California residents.
Some impose stringent data privacy and data protection requirements, providing penalties for non-compliance (e.g. $7,500 per violation), including some States where the law provides for a private right of action in the event of a data breach.
We have a demonstrated track record of growth through acquisitions as shown by our successful acquisition and integration of 19 companies since our foundation (including our acquisition of SafetyPay in 2022 which we continue to integrate).
We have a demonstrated track record of growth through acquisitions as shown by our successful acquisition and integration of 19 companies since our foundation. Since the digital commerce market is still relatively fragmented and regional in nature, we believe there are a large number of potential acquisition opportunities to evaluate and consolidate around the world.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The contracts primarily relate to: (i) certain bank sponsor agreements, under which we may be required to provide indemnification to the bank in respect of losses they may incur as a result of processing card payments for relevant merchants; (ii) certain merchant and vendor agreements where we may be required to indemnify the merchant or vendor against any third party claims resulting from a violation of intellectual property rights or for any breach of the representations, warranties, obligations, or covenants in the agreement or against losses resulting from a data breach suffered by the Company; (iii) certain business purchase agreements, under which we may provide customary indemnification to the seller of the business being acquired; and (iv) certain real estate leases, under which we may be required to indemnify property owners for environmental and other liabilities, and other claims arising from our use of the applicable premises.
The contracts primarily relate to: (i) certain bank sponsor agreements, under which we may be required to provide indemnification to the bank in respect of losses they may incur as a result of processing card payments for relevant merchants; (ii) certain merchant and vendor agreements where we may be required to indemnify the merchant or vendor against any third party claims resulting from a violation of intellectual property rights or for any breach of the representations, 61 warranties, obligations, or covenants in the agreement or against losses resulting from a data breach suffered by the Company; (iii) certain business purchase agreements, under which we may provide customary indemnification to the seller of the business being acquired; and (iv) certain real estate leases, under which we may be required to indemnify property owners for environmental and other liabilities, and other claims arising from our use of the applicable premises.
Examples of critical estimates in valuing acquired assets and assumed liabilities include but are not limited to: • Future expected cash flows; • Historical and expected customer attrition rates and anticipated growth in revenue from acquired customers; • Expected use of acquired assets; and • Discount rates When a business combination involves contingent consideration, we record a liability for the estimated cost of such contingencies when expenditures are probable and reasonably estimable.
Examples of critical estimates in valuing acquired assets and assumed liabilities include but are not limited to: • Future expected cash flows; • Historical and expected customer attrition rates and anticipated growth in revenue from acquired customers; • Expected use of acquired assets; and • Discount rates 62 When a business combination involves contingent consideration, we record a liability for the estimated cost of such contingencies when expenditures are probable and reasonably estimable.
Outstanding trade receivables are regularly monitored to flag any unusual activities such as chargebacks. Having a 69 significant number of consumers and merchants across multiple geographies and industries helps mitigate the Group’s exposure to concentration risk. Through the Group’s global credit risk framework we forecast, under normal business conditions, the probability of the occurrence of credit events before they occur.
Outstanding trade receivables are regularly monitored to flag any unusual activities such as chargebacks. Having a significant number of consumers and merchants across multiple geographies and industries helps mitigate the Group’s exposure to concentration risk. Through the Group’s global credit risk framework we forecast, under normal business conditions, the probability of the occurrence of credit events before they occur.
As a result, the Company presents revenue for its Digital Wallets segment gross of interchange fees and fees charged by payment networks. 73 Another area of significant judgment involves determining whether goods and services are considered distinct performance obligations that should be accounted for separately, or together as one performance obligation.
As a result, the Company presents revenue for its Digital Wallets segment gross of interchange fees and fees charged by payment networks. Another area of significant judgment involves determining whether goods and services are considered distinct performance obligations that should be accounted for separately, or together as one performance obligation.
Litigation provision Through the normal course of the Company’s business, the Company is subject to a number of litigation proceedings both brought against and brought by the Company. The Company maintains liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated.
Litigation provision 64 Through the normal course of the Company’s business, the Company is subject to a number of litigation proceedings both brought against and brought by the Company. The Company maintains liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated.
In the fourth quarter of 2022, we revised our reportable segments, which are the same as our operating segments, as a result of a change in our Chief Operating Decision Maker (“CODM”) and how our CODM regularly reviews financial information to allocate resources and assess performance. The prior year information has been revised to reflect this change.
In the fourth quarter of 2022, we revised our reportable segments, which are the same as our operating segments, as a result of a change in our Chief Operating Decision Maker (“CODM”) and how our CODM regularly 48 reviews financial information to allocate resources and assess performance. The prior year information has been revised to reflect this change.
Judgment is required in assessing the timing and amounts of deductible and taxable items. Deferred tax assets are amounts available to reduce income taxes payable on taxable income in future years and are initially recognized at enacted tax rates. To the extent deferred tax assets are not expected to be realized, we record a valuation allowance.
Judgment is required in assessing the timing and amounts of deductible and taxable items. Deferred tax assets are amounts available to reduce income taxes payable on taxable income in future years and are initially recognized at enacted tax rates. 63 To the extent deferred tax assets are not expected to be realized, we record a valuation allowance.
At this time, we consider it more likely than not that we will have sufficient taxable income in the future to allow us to realize these deferred tax assets. However, it is possible that some or all of these DTAs will not be realized, especially if we incur losses in the UK in the future.
At this time, we consider it more likely than not that we will have sufficient taxable income in the future to allow us to realize these deferred tax assets. However, it is possible that some or all of these deferred tax assets will not be realized, especially if we incur losses in the UK in the future.
We monitor liquidity levels within our regulated entities on an ongoing basis, in accordance with our liquidity and capital adequacy assessment framework. B. Liquidity and Capital Resources Our primary sources of liquidity have been funds generated from operations, issuance of debt, the use of our revolving credit facilities and a line of credit.
We monitor liquidity levels within our regulated entities on an ongoing basis, in accordance with our liquidity and capital adequacy assessment framework. 59 B. Liquidity and Capital Resources Our primary sources of liquidity have been funds generated from operations, issuance of debt, the use of our revolving credit facilities and a line of credit.
This is used by management as an indication of pricing or product mix trends over time rather than absolute pricing within each segment, 63 due to the mix of product types and pricing agreements that will be in place with specific merchants.
This is used by management as an indication of pricing or product mix trends over time rather than absolute pricing within each segment, due to the mix of product types and pricing agreements that will be in place with specific merchants.
As market conditions warrant, we and/or our majority equity holders, Blackstone, CVC and/or our respective affiliates, may from time to time, seek to repurchase securities that we have issued or loans that we have borrowed in privately negotiated or open market transactions, by tender offer or otherwise.
Debt As market conditions warrant, we and/or our majority equity holders, Blackstone, CVC and/or our respective affiliates, may from time to time, seek to repurchase securities that we have issued or loans that we have borrowed in privately negotiated or open market transactions, by tender offer or otherwise.
General and administrative expenses are comprised of expenses associated with operational and supporting personnel-related costs, including salaries and benefits, as well as credit losses on financial assets, corporate management, information technology, office infrastructure, external professional services and other activities.
General and administrative expenses are comprised of expenses associated with operational and supporting personnel-related costs, including salaries and benefits, as well as 51 credit losses on financial assets, corporate management, information technology, office infrastructure, external professional services and other activities.
Restructuring and other costs Restructuring and other costs include acquisition costs related to the Company’s merger and acquisition activity, restructuring costs, and professional consulting and, in prior years, provision related to customer payments, advisory fees related to public company 62 readiness activities. This includes certain professional advisory costs, office closure costs and resulting severance payments to certain executives.
Restructuring and other costs Restructuring and other costs include acquisition costs related to the Company’s merger and acquisition activity, restructuring costs, and professional consulting and, in prior years, provision related to customer payments, advisory fees related to public company readiness activities. This includes certain professional advisory costs, office closure costs and resulting severance payments to certain executives.
The loss on disposal in 2023 relates to the disposition of certain equipment. Other income, net Other income, net consists primarily of foreign exchange gains and losses, gains on loan note repurchases and fair value movement in contingent consideration, derivative instruments and warrants.
The loss on disposal in 2024 and 2023 relates to the disposition of certain equipment. Other income, net Other income, net consists primarily of foreign exchange gains and losses, gains on loan note repurchases and fair value movement in contingent consideration, derivative instruments and warrants.
We believe that we have sufficient financial resources to fund our activities and execute our business plans during the next 12 months. 70 Customer accounts and other restricted cash is subject to certain safeguarding requirements.
We believe that we have sufficient financial resources to fund our activities and execute our business plans during the next 12 months. Customer accounts and other restricted cash is subject to certain safeguarding requirements.
Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” A discussion regarding our financial condition and results of operation for the fiscal year ended December 31, 2023, compared to the fiscal year ended December 31, 2022, is presented below.
Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” A discussion regarding our financial condition and results of operation for the fiscal year ended December 31, 2024, compared to the fiscal year ended December 31, 2023, is presented below.
The combination of this breadth of solutions, our sophisticated risk management and our deep regulatory expertise and deep industry knowledge across specialized verticals enables us to empower 18 million active users in more than 120 countries and over 250,000 SMBs to conduct secure and friction-less commerce across online, mobile, in-app and in-store channels.
The combination of this breadth of solutions, our sophisticated risk management and our deep regulatory expertise and deep industry knowledge across specialized verticals enables us to empower 18 million active users in more than 120 countries and over 200,000 SMBs to conduct secure and friction-less commerce across online, mobile, in-app and in-store channels.
Subject to the limits contained in the credit agreements that govern our credit facilities, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. All interest and mandatory debt repayments were satisfied during the years ended December 31, 2023 and 2022.
Subject to the limits contained in the credit agreements that govern our credit facilities, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. All interest and mandatory debt repayments were satisfied during the years ended December 31, 2024 and 2023.
For the years ended December 31, 2023 and 2022, intangible asset impairments of $1,254 and $5,036 were recognized within the Merchant Solutions and Digital Wallets segments. Reduced earnings, loss of key customer relationships, obsolescence or other factors may result in additional material impairments of intangible assets in future periods.
For the years ended December 31, 2024, 2023 and 2022, intangible asset impairments of $823, $1,254 and $5,036 were recognized within the Merchant Solutions and Digital Wallets segments. Reduced earnings, loss of key customer relationships, obsolescence or other factors may result in additional material impairments of intangible assets in future periods.
Analysis by Segment We operate in two operating segments: Merchant Solutions and Digital Wallets. Our reportable segments are the same as our operating segments. Adjusted EBITDA at the segment level is reported to the Chief Operating Decision Maker for purposes of making decisions about allocating resources to the segments and assessing their performance.
Analysis by Segment We operate in two operating segments: Merchant Solutions and Digital Wallets. Our reportable segments are the same as our operating segments. Segment Adjusted EBITDA is reported to the Chief Operating Decision Maker for purposes of making decisions about allocating resources to the segments and assessing their performance.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2023 that are reasonably likely to have a material and adverse effect on our net revenues, income, 72 profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
A discussion regarding our financial condition and results of operations for fiscal year ended December 31, 2022, compared to the fiscal year ended December 31, 2021, unless otherwise noted, can be found under Item 5 in our Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on March 15, 2023, which is available on the SEC’s website at https://www.sec.gov and on the SEC Filings section of the Investors section of our website at: https://ir.paysafe.com/regulatory-filings .
A discussion regarding our financial condition and results of operations for fiscal year ended December 31, 2023, compared to the fiscal year ended December 31, 2022, unless otherwise noted, can be found under Item 5 in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 20, 2024, which is available on the SEC’s website at https://www.sec.gov and on the SEC Filings section of the Investors section of our website at: https://ir.paysafe.com/regulatory-filings .
As of December 31, 2023 and 2022, the Company was in compliance with all financial covenants associated with its debt. In addition, the Company is required to maintain minimum levels of liquidity within its regulated businesses within the United Kingdom and Ireland in accordance with our regulatory requirements.
As of December 31, 2024 and 2023, the Company was in compliance with all financial covenants associated with its debt. In addition, the Company is required to maintain minimum levels of liquidity within its regulated businesses within the United Kingdom and Ireland in accordance with our regulatory requirements.
A reconciliation between the statutory income tax rate and the income tax benefit / provision reported in the Consolidated Statements of Comprehensive Loss is summarized in Note 4, Taxation, within Item 18, Financial Statements included elsewhere in this Report.
A reconciliation between the statutory income tax rate and the income tax benefit / provision reported in the Consolidated Statements of Comprehensive Income / (Loss) is summarized in Note 3, Taxation, within Item 18, Financial Statements included elsewhere in this Report.
Operations within Russia, Ukraine and Israel represented approximately 1% of our revenues and were predominantly within the Digital Wallets segment. For year ended December 31, 2023, we have not experienced significant decline in revenues from the impact of war-regions on the Digital Wallets segment.
Operations within Russia, Ukraine and Israel represented approximately 1% of our revenues 50 and were predominantly within the Digital Wallets segment. For year ended December 31, 2024, we have not experienced significant decline in revenues from the impact of war-regions on the Digital Wallets segment.
We do not use or present Adjusted EBITDA as a measure of liquidity or cash flow. 64 Some of the limitations of Adjusted EBITDA are: • It does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; • It does not reflect changes in, or cash requirements for, our working capital needs; • It does not reflect the interest expense or the cash requirements to service interest or principal payments on debt; • It does not reflect income tax payments we are required to make; • Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements; and • Other companies in our industry may calculate Adjusted EBITDA differently, limiting its usefulness as a comparative measure.
Some of the limitations of Adjusted EBITDA are: • It does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; • It does not reflect changes in, or cash requirements for, our working capital needs; • It does not reflect the interest expense or the cash requirements to service interest or principal payments on debt; • It does not reflect income tax payments we are required to make; • Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements; and • Other companies in our industry may calculate Adjusted EBITDA differently, limiting its usefulness as a comparative measure.
For this reason, Adjusted EBITDA, as it relates to our segments, is presented in conformity with Accounting Standards Codification 280, Segment Reporting, and is excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission’s Regulation G and Item 10(e) of Regulation S-K. The Company allocates shared costs to the two segments.
For this reason, Segment Adjusted EBITDA, is presented in conformity with Accounting Standards Codification 280, Segment Reporting, and is excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission’s Regulation G and Item 10(e) of Regulation S-K. The Company allocates shared costs to the two segments.
For the year ended December 31, 2023, other income, net includes fair value gain on debt repurchases of $10,758, gain on derivative instruments of $3,314, gain on warrant liabilities of $1,671, and other income of $5,720, offset by a loss on foreign exchange of $7,434 and fair value loss on contingent consideration of $948.
For the year ended December 31, 2023, other expense, net includes fair value gain of warrant liabilities of $1,671, loss on foreign exchange of $7,434, fair value loss on contingent consideration of $948, gain on debt repurchases of $10,758, gain on derivative instruments of $3,314 and other income of $5,720.
As a result of the relative size of our international operations, these fluctuations may be material. During the year ended December 31, 2023, our Digital Wallets segment was impacted by favorable foreign exchange. On a net basis, foreign exchange losses on external debt offset operational foreign exchange gains.
As a result of the relative size of our international operations, these fluctuations may be material. During the year ended December 31, 2024, our Digital Wallets segment was impacted by unfavorable foreign exchange. On a net basis, foreign exchange gains on external debt offset operational foreign exchange losses.
Intercompany funding is typically undertaken in the functional currency of the operating entities or undertaken to ensure offsetting currency exposures. As of December 31, 2023, had the U.S. dollar strengthened by 10% in relation to all the other currencies, with all other variables held constant, the net assets of the Company would have decreased by $27.5 million.
Intercompany funding is typically undertaken in the functional currency of the operating entities or undertaken to ensure offsetting currency exposures. 58 As of December 31, 2024, had the U.S. dollar strengthened by 10% in relation to all the other currencies, with all other variables held constant, the net assets of the Company would have decreased by $21.5 million.
For further information on these contractual obligations, see Note 9, Debt , and Note 18, Leases, within Item 18, Financial Statements included elsewhere in this Report.
For further information on these contractual obligations, see Note 8, Debt , and Note 17, Leases, within Item 18, Financial Statements included elsewhere in this Report.
Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. As of December 31, 2023, we had $17,849 of net deferred tax assets in the UK.
Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. As of December 31, 2024, we had $19,347 of net deferred tax assets in the UK.
As of December 31, 2023, an increase of 100 basis points in interest rates offered on the bank borrowings would result in a $16.0 million unfavorable impact on net loss and a decrease of 100 basis points would have an equal and opposite effect on net earnings related to the Company’s borrowings.
As of December 31, 2024, an increase of 100 basis points in interest rates offered on the bank borrowings would result in a $12.6 million unfavorable impact on net loss and a decrease of 100 basis points would have an equal and opposite effect on net earnings related to the Company’s borrowings.
Foreign Currency Risk We have global operations and trade in various foreign currencies, primarily the Great British Pound, Euro, Canadian Dollar, Norwegian Krone, Swiss Franc, Swedish Krona and Polish Zloty. In addition, we are exposed to currency risk associated with translating our functional currency financial statements into its reporting currency, which is the U.S. dollar.
Foreign Currency Risk We have global operations and trade in various foreign currencies, primarily the Great British Pound, Euro, Peruvian Soles, Canadian Dollar and Swiss Franc. In addition, we are exposed to currency risk associated with translating our functional currency financial statements into its reporting currency, which is the U.S. dollar.
As discussed in Note 4, Taxation , within Item 18, Financial Statements as of December 31, 2023 the Company has $8,035 of liabilities associated with uncertain tax positions in the various jurisdictions in which the Company conducts operations.
As discussed in Note 3, Taxation , within Item 18, Financial Statements as of December 31, 2024 the Company has $4,957 of liabilities associated with uncertain tax positions in the various jurisdictions in which the Company conducts operations.
The income approach is based on a discounted cash flow model and the key assumptions included the discount rate and future cash flows such as long term growth rates. 74 Selected multiples are determined based on guideline comparable companies’ and discounted based on business-specific considerations.
The income approach is based on a discounted cash flow model and the key assumptions included the discount rate and future cash flows such as long term growth rates. Selected multiples are determined based on guideline comparable companies’ and discounted based on business-specific considerations. The cash flow forecast, including long term growth rates, considers past experience and future market expectations.
For the year ended December 31, 2023, net cash flows provided by operating activities of $234,022 primarily consists of a net loss of $20,251 adjusted for non-cash items of $321,727, largely driven by depreciation and amortization of $264,145, share-based compensation of $28,873 and deferred tax benefit of $19,692, offset by other income, net of $20,515.
For the year ended December 31, 2023, net cash flows provided by operating activities of $234,022 primarily consists of a net loss of $20,251 adjusted for non-cash items of $321,727, largely driven by depreciation and amortization of $264,145, share-based compensation of $28,873, and allowance for credit losses of $21,186, offset partially by other income of $20,515.
For a further discussion of trends, uncertainties and other factors that could affect our operating results see the section entitled “Information on the Company – Business Overview” and “Risk Factors” in this Report. Global and regional economic conditions Our operations and performance depend significantly on global and regional economic conditions.
For a further discussion of trends, uncertainties and other factors that could affect our operating results see the section entitled “Information on the Company – Business Overview” and “Risk Factors” in this Report.
Operating Results Our Company Paysafe is a leading, global pioneer in digital commerce with over $140 billion in volume processed in 2023 and $130 billion on processed in 2022, generating $1.6 billion in revenue in 2023 and $1.5 billion in revenue in 2022.
Operating Results Our Company Paysafe is a leading, global pioneer in digital commerce with $152 billion in volume processed in 2024 and $140 billion on processed in 2023, generating $1.7 billion in revenue in 2024 and $1.6 billion in revenue in 2023.
For further information on these requirements, see Note 1, Basis of presentation and summary of significant accounting policies within Item 18, Financial Statements included elsewhere in this Report. Debt For further discussion regarding our debt facilities, refer to Note 9, Debt, within Item 18, Financial Statements.
For further information on these requirements, see Note 1, Basis of presentation and summary of significant accounting policies within Item 18, Financial Statements included elsewhere in this Report.
We assess our liquidity through an analysis of our working capital together with our other sources of liquidity. As of December 31, 2023 and 2022, we had $202,322 and $260,219 in cash and cash equivalents. Furthermore, we had $269,360 available under our $305,000 Revolving Credit Facility as of December 31, 2023.
We assess our liquidity through an analysis of our working capital together with our other sources of liquidity. As of December 31, 2024 and 2023, we had $216,683 and $202,322 in cash and cash equivalents. Furthermore, we had $214,287 available under our $305,000 Revolving Credit Facility as of December 31, 2024.
Any reference to “we,” “us,” “Paysafe,” the “Company,” “management” and “our” as used herein refer to Pi Jersey Holdco 1.5 Limited and its subsidiaries prior to the consummation of the Transaction and Paysafe Limited subsequent to the consummation of the Transaction. Amounts preceded with a dollar sign are denominated in U.S. dollars in thousands, unless otherwise noted. A.
Any reference to “we,” “us,” “Paysafe,” the “Company,” “management” and “our” as used herein refer to Paysafe Limited. Amounts preceded with a dollar sign are denominated in U.S. dollars in thousands, unless otherwise noted. A.
This was partly offset by cash outflows of $67,454 in working capital.
This was partly offset by cash outflows of $87,266 in working capital.
Investors should consider any key performance indicator together with the presentation of our results of operations and financial condition under GAAP, rather than as an alternative to GAAP financial measures. These measures may not be comparable to other performance measures used by the Company’s competitors.
Investors should consider any key performance indicator together with the presentation of our results of operations and financial condition under GAAP, rather than as an alternative to GAAP financial measures.
The balance drawn on the revolving credit facility as of December 31, 2023 and 2022 was $35,640 and $21,408, respectively. As of December 31, 2023 and 2022, the total principal amount of our external borrowings was $2,519,857 and $2,658,023, respectively.
The balance drawn on the revolving credit facility as of December 31, 2024 and 2023 was $90,713 and $35,640, respectively. As of December 31, 2024 and 2023, the total principal amount of our external borrowings was $2,390,689 and $2,519,857, respectively.
This change primarily resulted from the outflow of the movement 71 in settlement funds - merchant and customers, net of $588,151 for the year ended December 31, 2023, compared to an inflow of $686,877 for the year ended December 31, 2022.
This decrease primarily resulted from the outflow of the movement in settlement funds - merchant and customers, net of $163,837 for the year ended December 31, 2024, compared to an outflow of $588,151 for the year ended December 31, 2023.
Other factors contributing to the decrease include the repurchase of borrowings of $167,424 during the year ended December 31, 2023 compared to $45,511 in the prior year, partially offset by an increase in borrowings on the revolving credit facility.
Other factors contributing to the decrease include the repurchase of borrowings of $92,278 during the year ended December 31, 2024 compared to $167,424 in the prior year and an increase in borrowings on the revolving credit facility.
We have various contractual obligations in the normal course of our operations and financing activities. Our most significant contractual obligations relate to the principal outstanding amount of the Company’s debts, including interest payments, and operating lease obligations.
We had $269,360 available under our Revolving Credit Facility as of December 31, 2023. We have various contractual obligations in the normal course of our operations and financing activities. Our most significant contractual obligations relate to the principal outstanding amount of the Company’s debts, including interest payments, and operating lease obligations.
This includes certain professional advisory costs, office closure costs and resulting severance payments to employees. For the year ended December 31, 2023, restructuring costs were $3,168, and other costs were $2,893, which primarily consisted of legal costs.
This includes certain professional advisory costs, relocation costs and legal costs. For the year ended December 31, 2024, restructuring costs were $2,614, and other costs were $2,564, which primarily consisted of legal costs. For the year ended December 31, 2023, restructuring costs were $3,168, and other costs were $2,893, which primarily consisted of legal costs.
Borrowings and repayments on all facilities, excluding voluntary repurchases, were $1,025,597 and $1,021,724, respectively, for the year ended December 31, 2023 and $917,269 and $920,519, respectively for the year ended December 31, 2022.
Borrowings and repayments on all facilities, excluding voluntary repurchases, were $1,075,352 and $1,039,718, respectively, for the year ended December 31, 2024 and $1,025,597 and $1,021,724, respectively, for the year ended December 31, 2023.
For further explanation on the year-over-year change on these financial statement line items, please refer to the commentary above in “Results of Operations.” A reconciliation of Net loss to Adjusted EBITDA is as follows for the years ended December 31, 2023 and 2022: Year Ended December 31, (U.S. dollars in thousands) 2023 2022 Net Loss $ (20,251 ) $ (1,862,284 ) Income tax expense / (benefit) 40,840 (52,502 ) Interest expense, net 151,148 126,628 Depreciation and amortization 263,433 266,819 Share-based compensation 28,873 62,354 Impairment expense on goodwill and intangible assets 1,254 1,887,223 Restructuring and other costs (1) 6,061 64,132 Loss on disposal of subsidiaries and other assets, net 386 1,359 Other income, net (2) (13,081 ) (83,778 ) Adjusted EBITDA $ 458,663 $ 409,951 (1) As noted above, restructuring and other costs include acquisition costs related to the Company’s merger and acquisition activity and restructuring costs.
For further explanation on the year-over-year change on these financial statement line items, please refer to the commentary above in “Results of Operations.” A reconciliation of Net loss to Adjusted EBITDA is as follows for the years ended December 31, 2024 and 2023: Year Ended December 31, (U.S. dollars in thousands) 2024 2023 Net income / (loss) $ 22,160 $ (20,251 ) Income tax (benefit) / expense (8,136 ) 40,840 Interest expense, net 140,805 151,148 Depreciation and amortization 273,364 263,433 Share-based compensation 38,534 28,873 Impairment expense on goodwill and intangible assets 823 1,254 Restructuring and other costs (1) 5,178 6,061 Loss on disposal of subsidiaries and other assets, net 801 386 Other income, net (2) (21,475 ) (13,081 ) Adjusted EBITDA $ 452,054 $ 458,663 (1) As noted above, restructuring and other costs include acquisition costs related to the Company’s merger and acquisition activity and restructuring costs.
Non-cash items include: depreciation and amortization; unrealized foreign exchange gain/(loss); deferred tax (expense)/benefit; shared-based compensation, non-cash interest expense, net; other (expense)/income, net; impairment expense on goodwill and intangible assets; allowance for credit losses; gain/(loss) on disposal of subsidiaries and other assets, net; and non-cash lease expense.
Non-cash items include: depreciation and amortization; unrealized foreign exchange gain/(loss); deferred tax (expense)/benefit; shared-based compensation, non-cash interest expense, net; other (expense)/income, net; impairment expense on goodwill and intangible assets; allowance for credit losses; gain/(loss) on disposal of subsidiaries and other assets, net; and non-cash lease expense. 60 Movements in working capital include the movements in: accounts receivable, net; prepaid expenses, other current assets and related party receivables; accounts payable, other liabilities, and income tax payable / (receivable).
Substantially all of our Merchant Solutions revenue stream is earned by charging merchants processing fees for facilitating payment processing transactions. The Digital Wallets revenue streams are almost entirely derived from charging merchants fees for allowing payments on their platforms using our services or from charging customers on a transactional basis for using our services.
The Digital Wallets revenue streams are almost entirely derived from charging merchants fees for allowing payments on their platforms using our services or from charging customers on a transactional basis for using our services.
Impairment expense on goodwill and intangible assets Impairment expense on goodwill and intangible assets decreased by $1,885,969 or 99.9%, to $1,254 for the year ended, December 31, 2023 from $1,887,223 for the year ended December 31, 2022. For the year ended December 31, 2023, no goodwill impairment was recognized.
Impairment expense on goodwill and intangible assets Impairment expense on goodwill and intangible assets decreased by $431 or 34.4%, to $823 for the year ended, December 31, 2024 from $1,254 for the year ended December 31, 2023. For the year ended December 31, 2024 and 2023 no goodwill impairment was recognized.
This was partly offset by cash outflows of $12,717 in working capital. Investing Activities Net cash used in investing activities decreased $440,357 to $135,237 for the year ended December 31, 2023 from $575,594 for the year ended December 31, 2022.
This was partly offset by cash outflows of $67,454 in working capital. Investing Activities Net cash used in investing activities decreased by $26,857 to $108,380 for the year ended December 31, 2024 from $135,237 for the year ended December 31, 2023.
During the years ended December 31, 2023 and 2022, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, other than letters of credit and financial guarantee contracts entered into in the ordinary course of business.
During the years ended December 31, 2024 and 2023, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources, other than letters of credit and financial guarantee contracts entered into in the ordinary course of business.
The following table sets forth our gross dollar volume and take rate for the years ended December 31, 2023 and 2022: For the year ended December 31, 2023 (U.S. dollars in millions) Merchant Solutions Digital Wallets Intersegment Total Gross dollar volume (1) $ 118,675 $ 22,445 $ (906 ) $ 140,214 Take Rate 0.7 % 3.3 % 1.3 % 1.1 % For the year ended December 31, 2022 (U.S. dollars in millions) Merchant Solutions Digital Wallets Intersegment Total Gross dollar volume (1) $ 110,080 $ 20,603 $ (541 ) $ 130,142 Take Rate 0.7 % 3.3 % 1.4 % 1.1 % Increase / (Decrease) - 2023 vs 2022 (U.S. dollars in millions) Merchant Solutions Digital Wallets Intersegment Total Gross dollar volume (1) $ 8,595 $ 1,842 $ (365 ) $ 10,072 Take Rate 0.0 % 0.0 % (0.1 )% 0.0 % (1) Volumes for the year ended December 31, 2023 and 2022 exclude embedded finance related volumes of $20.5 billion and $37.5 billion, respectively.
The following table sets forth our gross dollar volume and take rate for the years ended December 31, 2024 and 2023: For the year ended December 31, 2024 (U.S. dollars in millions) Merchant Solutions Digital Wallets Intersegment Total Gross dollar volume (1) $ 129,899 $ 23,327 $ (1,481 ) $ 151,745 Take Rate 0.7 % 3.3 % 1.2 % 1.1 % For the year ended December 31, 2023 (U.S. dollars in millions) Merchant Solutions Digital Wallets Intersegment Total Gross dollar volume (1) $ 118,675 $ 22,445 $ (906 ) $ 140,214 Take Rate 0.7 % 3.3 % 1.3 % 1.1 % Increase / (Decrease) - 2024 vs 2023 (U.S. dollars in millions) Merchant Solutions Digital Wallets Intersegment Total Gross dollar volume (1) $ 11,224 $ 882 $ (575 ) $ 11,531 Take Rate 0.0 % 0.0 % (0.1 )% 0.0 % (1) Volumes for the year ended December 31, 2024 and 2023 exclude embedded finance related volumes of $0.2 billion and $20.5 billion, respectively.
It is difficult to predict the fluctuations in public share price and how those fluctuations will impact our Consolidated Statements of Comprehensive Loss in the future. As a result of the number of warrants held, subsequent changes in fair value may result in a material gain or loss that is recognized in the consolidated statements of comprehensive income / (loss).
As a result of the number of warrants held, subsequent changes in fair value may result in a material gain or loss that is recognized in the Consolidated Statements of Comprehensive Income / (Loss).
Income tax expense / benefit Income tax expense was $40,840 for the year ended December 31, 2023 compared to an income tax benefit of $52,502 for the year ended December 31, 2022.
Income tax expense / benefit 55 Income tax benefit was $8,136 for the year ended December 31, 2024 compared to an income tax expense of $40,840 for the year ended December 31, 2023. The U.K. tax rate for 2024 was 25%.
Adjusted EBITDA Adjusted EBITDA is defined as net income/(loss) before the impact of income tax (benefit)/expense, interest expense, net, depreciation and amortization, share-based compensation expense, impairment expense on goodwill and intangible assets, restructuring and other costs, loss/(gain) on disposal of subsidiaries and other assets, net, and other (expense)/income, net.
Segment Adjusted EBITDA includes the revenues of the segment less operating expenses that are directly related to those revenues and an allocation of shared costs and excludes the impact of income tax (benefit)/expense, interest expense, net, depreciation and amortization, share-based compensation expense, impairment expense on 56 goodwill and intangible assets, restructuring and other costs, loss/(gain) on disposal of subsidiaries and other assets, net, and other (expense)/income, net.
Volume and Take Rate Gross dollar volume is calculated as the dollar value of payment transactions processed by the Company.
These measures may not be comparable to other performance measures used by the Company’s competitors. 52 Volume and Take Rate Gross dollar volume is calculated as the dollar value of payment transactions processed by the Company.
The Company actively manages interest rate risk through the use of interest rate swaps and caps. Interest rate swaps convert floating rates to fixed, and interest rate caps limit the potential impact of rising interest rates.
Interest Rate Risk We are exposed to interest rate risk relating to our borrowings and investment revenue. The Company actively manages interest rate risk through the use of interest rate swaps. Interest rate swaps convert floating rates to fixed rates.
The cash flow forecast, including long term growth rates, considers past experience and future market expectations. Discount rate assumptions are based on determining a cost of debt and equity and an assessment as to whether there are risks not adjusted for in the future cash flows of the respective reporting unit.
Discount rate assumptions are based on determining a cost of debt and equity and an assessment as to whether there are risks not adjusted for in the future cash flows of the respective reporting unit. No indicators of impairment were identified in the reporting units during the year ended December 31, 2024.
Cash Flow Operating Activities Net cash flows provided by operating activities mainly consists of our net loss adjusted for non-cash items and movements in working capital. Non-cash items usually arise as a result of timing differences between expenses recognized and actual cash costs incurred or as a result of other non-cash income or expenses.
Non-cash items usually arise as a result of timing differences between expenses recognized and actual cash costs incurred or as a result of other non-cash income or expenses.
The increase is largely attributable to an increase of $51,878, or 12.4% in our Merchant Solutions segment due to the increase in volume and revenue as noted above. Selling, general and administrative Selling, general and administrative expenses decreased $26,379, or 4.9%, to $508,136 for the year ended December 31, 2023 from $534,515 for the year ended December 31, 2022.
The increase is largely attributable to an increase of $49,702, or 10.6% in our Merchant Solutions segment due to the increase in volumes as noted above. Selling, general and administrative Selling, general and administrative expenses increased $67,417, or 13.3%, to $575,553 for the year ended December 31, 2024 from $508,136 for the year ended December 31, 2023.
Changes in assumptions or circumstances, including increases in the discount rate, sustained decline in our stock price, or reduced forecast revenue and earnings could result in a material impairment of goodwill in future periods. Finite-lived Intangible Assets We regularly review finite-lived intangible assets, such as brands, computer software and customer relationships, for impairment.
The estimated fair value of each reporting unit exceeded its carrying value as of the latest goodwill impairment test. Changes in assumptions or circumstances, including increases in the discount rate, sustained decline in our stock price, or reduced forecast revenue and earnings could result in a material impairment of goodwill in future periods.
Movements in working capital include the movements in: accounts receivable, net; prepaid expenses, other current assets and related party receivables; accounts payable, other liabilities, and income tax payable / (receivable). Movements in working capital are affected by several factors including the timing of month-end and transaction volume.
Movements in working capital are affected by several factors including the timing of month-end and transaction volume.
The change in the effective tax rate for the year ended December 31, 2023 compared to year ended December 31, 2022 primarily arises as a result of the deferred tax impact of the goodwill impairment in 2022.
The effective tax rate for the year ended December 31, 2023 was 198.4%. The change in the effective tax rate for the year ended December 31, 2024 compared to year ended December 31, 2023 primarily arises as a result of movements in the valuation allowance on restricted interest and tax loss carryforwards.
Recent Company Initiatives and Events Recent events In November 2023, our Board approved a share repurchase program (the “Share Repurchase Program”), authorizing us to repurchase up to $50 million of our common shares. We expect to fund future repurchases, if any, through a combination of cash on hand, cash generated by operations and future financing transactions, if appropriate.
In February 2025, an additional $70,000 of our common shares was authorized. We expect to fund future repurchases, if any, through a combination of cash on hand, cash generated by operations and future financing transactions, if appropriate. Accordingly, our Share Repurchase Program is subject to us having available cash to fund repurchases.
Volatility in our revenue, key operating metrics or their rates of growth could result in fluctuations in our financial condition or results of operations. 68 Quantitative and Qualitative Disclosure about Market Risk Our market risk includes the potential loss arising from adverse changes in foreign currency exchange rates and interest rates. We monitor risk exposures on an ongoing basis.
Quantitative and Qualitative Disclosure about Market Risk Our market risk includes the potential loss arising from adverse changes in foreign currency exchange rates and interest rates, which we monitor on an ongoing basis. We are also exposed to credit and liquidity risk which are further discussed below.
Financing Activities Net cash used in / provided by financing activities changed $1,377,363 to an outflow of $771,028 for the year ended December 31, 2023 from an inflow of $606,335 for the year ended December 31, 2022.
Financing Activities Net cash used in financing activities decreased by $490,229 to $280,799 for the year ended December 31, 2024 from $771,028 for the year ended December 31, 2023.
Digital Wallets Revenue increased by $48,504, or 7.1%, to $734,669 for the year ended December 31, 2023 from $686,165 for the year ended December 31, 2022. This increase was primarily due to growth initiatives, higher interest income and favorable foreign exchange rates.
Revenue increased by $30,836, or 4.2%, to $765,505 for the year ended December 31, 2024 from $734,669 for the year ended December 31, 2023. This increase was primarily due to growth in Digital Assets, and product initiatives.
We sell our solutions online to smaller merchants using targeted marketing campaigns designed to address specific use cases across verticals, geographies and user profiles.
We sell our solutions online to smaller merchants using targeted marketing campaigns designed to address specific use cases across verticals, geographies and user profiles. We also leverage a network of partners, such as ISVs and independent sales organizations (“ISOs”), who integrate our solutions into their own services or resell our solutions by utilizing their own sales initiatives.
Loss on disposal of subsidiaries and other assets, net Loss on disposal of subsidiaries and other assets, net was $386 for the year ended December 31, 2023 compared to $1,359 for the year ended December 31, 2022. The loss in the prior year was related to the disposal of Pay Services India, LLC.
The decrease was primarily driven by lower acquisition related costs in the current year. Loss on disposal of subsidiaries and other assets, net Loss on disposal of subsidiaries and other assets, net increased by $415, or 107.5%, to $801 for the year ended December 31, 2024 compared to $386 for the year ended December 31, 2023.
Our Digital Wallets segment experiences increased activity based on the occurrence and timing of sporting events.
Our Digital Wallets segment experiences increased activity based on the occurrence and timing of sporting events. Volatility in our revenue, key operating metrics or their rates of growth could result in fluctuations in our financial condition or results of operations.
We do not regard the non-GAAP measure as a substitute for, or superior to, the equivalent measure calculated and presented in accordance with GAAP or the one calculated using a financial measure that is calculated in accordance with GAAP.
We do not regard the non-GAAP measure as a substitute for, or superior to, the equivalent measure calculated and presented in accordance with GAAP or the one calculated using a financial measure that is calculated in accordance with GAAP. 53 Adjusted EBITDA Adjusted EBITDA is defined as net income/(loss) before the impact of income tax (benefit)/expense, interest expense, net, depreciation and amortization, share-based compensation expense, impairment expense on goodwill and intangible assets, restructuring and other costs, loss/(gain) on disposal of subsidiaries and other assets, net, and other (expense)/income, net.
On February 9, 2023, the Company announced that Chirag Patel was stepping down as President of Digital Wallets. Components of Our Operating Results Revenue Revenue consists primarily of fees derived from transaction processing services through two main lines of business: Merchant Solutions and Digital Wallets.
Components of Our Operating Results Revenue Revenue consists primarily of fees derived from transaction processing services through two main lines of business: Merchant Solutions and Digital Wallets. Substantially all of our Merchant Solutions revenue stream is earned by charging merchants processing fees for facilitating payment processing transactions.
Results of Operations Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 The following table sets forth our results of operations for the years ended December 31, 2023 and 2022: Year ended December 31, Variance (U.S. dollars in thousands) 2023 2022 $ % Revenue 1,601,138 1,496,137 105,001 7.0 % Cost of services (excluding depreciation and amortization) 663,212 614,025 49,187 8.0 % Selling, general and administrative 508,136 534,515 (26,379 ) (4.9 )% Depreciation and amortization 263,433 266,819 (3,386 ) (1.3 )% Impairment expense on goodwill and intangible assets 1,254 1,887,223 (1,885,969 ) (99.9 )% Restructuring and other costs 6,061 64,132 (58,071 ) (90.5 )% Loss on disposal of subsidiaries and other assets, net 386 1,359 (973 ) (71.6 )% Operating income / (loss) 158,656 (1,871,936 ) 2,030,592 n/m Other income, net 13,081 83,778 (70,697 ) (84.4 )% Interest expense, net (151,148 ) (126,628 ) (24,520 ) 19.4 % Income / (loss) before taxes 20,589 (1,914,786 ) 1,935,375 n/m Income tax expense / (benefit) 40,840 (52,502 ) 93,342 (177.8 )% Net loss (20,251 ) (1,862,284 ) 1,842,033 n/m Less: net income attributable to non-controlling interest - 371 (371 ) (100.0 )% Net loss attributable to the Company (20,251 ) (1,862,655 ) 1,842,404 n/m Revenue Revenue increased by $105,001, or 7.0%, to $1,601,138 for the year ended December 31, 2023 from $1,496,137 for the year ended December 31, 2022.
Results of Operations Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following table sets forth our results of operations for the years ended December 31, 2024 and 2023: Year ended December 31, Variance (U.S. dollars in thousands) 2024 2023 $ % Revenue 1,704,835 1,601,138 103,697 6.5 % Cost of services (excluding depreciation and amortization) 715,762 663,212 52,550 7.9 % Selling, general and administrative 575,553 508,136 67,417 13.3 % Depreciation and amortization 273,364 263,433 9,931 3.8 % Impairment expense on goodwill and intangible assets 823 1,254 (431 ) (34.4 )% Restructuring and other costs 5,178 6,061 (883 ) (14.6 )% Loss on disposal of subsidiaries and other assets, net 801 386 415 107.5 % Operating income / (loss) 133,354 158,656 (25,302 ) (15.9 )% Other income, net 21,475 13,081 8,394 64.2 % Interest expense, net (140,805 ) (151,148 ) 10,343 (6.8 )% Income / (loss) before taxes 14,024 20,589 (6,565 ) (31.9 )% Income tax (benefit) / expense (8,136 ) 40,840 48,976 119.9 % Net income / (loss) 22,160 (20,251 ) 42,411 209.4 % 54 Revenue Revenue increased by $103,697, or 6.5%, to $1,704,835 for the year ended December 31, 2024 from $1,601,138 for the year ended December 31, 2023.
Cost of services (excluding depreciation and amortization) Cost of services (excluding depreciation and amortization) increased $49,187, or 8.0%, to $663,212 for the year ended December 31, 2023 from $614,025 for the year ended December 31, 2022.
For further detail on our segments, see “Analysis by Segments” below. Cost of services (excluding depreciation and amortization) Cost of services (excluding depreciation and amortization) increased $52,550, or 7.9%, to $715,762 for the year ended December 31, 2024 from $663,212 for the year ended December 31, 2023.
Net loss Net loss decreased by $1,842,033 to $20,251 for the year ended December 31, 2023 from $1,862,284 for the year ended December 31, 2022.
Net income / (loss) Net income increased by $42,411 to an income of $22,160 for the year ended December 31, 2024 from a loss of $20,251 for the year ended December 31, 2023.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, Company Common Shares, other of the Company’s securities or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of Company Common Shares or other securities, issuance of warrants or other rights to acquire Company Common Shares or other of the Company’s securities, or other similar corporate transaction or event that affects the Company Common Shares (including a “Change in Control,” as defined in the Omnibus Incentive Plan); or (ii) unusual or nonrecurring events affecting us, including changes in applicable rules, rulings, regulations, or other requirements, that the Compensation Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants (any event in (i) or (ii), an “Adjustment Event”), the Compensation Committee will, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of (a) the Absolute Share Limit, or any other limit applicable under the Omnibus Incentive Plan with respect to the number of awards which may be granted thereunder; (b) the number of other Company Common Shares or other of the Company’s securities (or number and kind of other securities or other property) which may be issued in respect of awards or with respect to which awards may be granted under the Omnibus Incentive Plan; and (c) the terms of any outstanding award, including, without limitation, (x) the number of Company Common Shares or other of the Company’s securities (or number and kind of other securities or other property) subject to outstanding awards or to which outstanding awards relate; (y) the exercise price or strike price with respect to any award; or (z) any applicable performance measures; provided, that in the case of any “equity restructuring” (within the meaning of the FASB ASC Topic 718 (or any successor pronouncement thereto)), the Compensation Committee will make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring.
In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, Company Common Shares, other of the Company’s securities or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of Company Common Shares or other securities, issuance of warrants or other rights to acquire Company Common Shares or other of the Company’s securities, or other similar corporate transaction or event that affects the Company Common Shares (including a “Change in Control,” as defined in the Omnibus Incentive Plan); or (ii) unusual or nonrecurring events affecting us, including changes in applicable rules, rulings, regulations, or other requirements, that the Compensation Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants (any event in (i) or (ii), an “Adjustment Event”), the Compensation Committee will, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of (a) the Absolute Share Limit, or any other limit applicable under the Omnibus Incentive Plan with respect to the number of awards which may be granted thereunder; (b) the number of other Company Common Shares or other of the Company’s securities (or number and kind of other securities or other property) which may be issued in respect of awards or with respect to which awards may be granted under the Omnibus Incentive Plan; 71 and (c) the terms of any outstanding award, including, without limitation, (x) the number of Company Common Shares or other of the Company’s securities (or number and kind of other securities or other property) subject to outstanding awards or to which outstanding awards relate; (y) the exercise price or strike price with respect to any award; or (z) any applicable performance measures; provided, that in the case of any “equity restructuring” (within the meaning of the FASB ASC Topic 718 (or any successor pronouncement thereto)), the Compensation Committee will make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring.
The purchase price for the Company Common Shares as to which a share option is exercised may be paid to us, to the extent permitted by law (i) in cash, check, cash equivalent and/or Company Common Shares valued at the fair market value at the time the option is exercised; provided, that such Company Common Shares are not subject to any pledge or other security interest and have been held by the participant for at least six months (or such other period as established from time to time by the Compensation Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles or (ii) by such other method as the Compensation Committee may permit in its sole discretion, including, without limitation: (a) in other property having a fair market value on the date of exercise equal to the exercise price, (b) if there is a public market for the Company Common Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company delivered (including telephonically to the extent permitted by the Compensation Committee) a copy of irrevocable instructions to a stockbroker to sell the Company Common Shares otherwise issuable upon the exercise of the option and to deliver promptly to Company Common Shares an amount equal to the exercise price or (c) a “net exercise” procedure effected by withholding the minimum number of Company Common 81 Shares otherwise issuable in respect of an option that is needed to pay the exercise price.
The purchase price for the Company Common Shares as to which a share option is exercised may be paid to us, to the extent permitted by law (i) in cash, check, cash equivalent and/or Company Common Shares valued at the fair market value at the time the option is exercised; provided, that such Company Common Shares are not subject to any pledge or other security interest and have been held by the participant for at least six months (or such other period as established from time to time by the Compensation Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles or (ii) by such other method as the Compensation Committee may permit in its sole discretion, including, without limitation: (a) in other property having a fair market value on the date of exercise equal to the exercise price, (b) if there is a public market for the Company Common Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company delivered (including telephonically to the extent permitted by the Compensation Committee) a copy of irrevocable instructions to a stockbroker to sell the Company Common Shares otherwise issuable upon the exercise of the option and to deliver promptly to Company Common Shares an amount equal to the exercise price or (c) a “net exercise” procedure effected by withholding the minimum number of Company Common Shares otherwise issuable in respect of an option that is needed to pay the exercise price.
The Compensation Committee is authorized to: (i) designate participants; (ii) determine the type or types of awards to be granted to a participant; (iii) determine the number of Company Common Shares to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent and under what circumstances awards may be settled in, or exercised for, cash, Company Common Shares, other securities, other awards or other property, or canceled, forfeited or suspended and the method or methods by which awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Company Common Shares, other securities, other awards, or other property and other amounts payable with respect to an award will be deferred either automatically or at the election of the participant or of the Compensation Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in, and/or supply any omission in the Omnibus Incentive Plan and any instrument or agreement relating to, or award granted under, the Omnibus Incentive Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Compensation Committee may deem appropriate for the proper administration of the Omnibus Incentive Plan; (ix) adopt sub-plans; and (x) make any other determination and take any other action that the Compensation Committee deems necessary or desirable for the administration of the Omnibus Incentive Plan.
The Compensation Committee is authorized to: (i) designate participants; (ii) determine the type or types of awards to be granted to a participant; (iii) determine the number of Company Common Shares to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent and under what circumstances awards may be settled in, or exercised for, cash, Company Common Shares, other securities, other awards or other property, or canceled, forfeited or suspended and the method or methods by which awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Company Common Shares, other securities, other awards, or other property and other amounts payable with respect to an award will be deferred either automatically or at the election of the participant or of the Compensation Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in, and/or supply any omission in the Omnibus Incentive Plan and any instrument or agreement relating to, or award granted under, the Omnibus Incentive Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the 69 Compensation Committee may deem appropriate for the proper administration of the Omnibus Incentive Plan; (ix) adopt sub-plans; and (x) make any other determination and take any other action that the Compensation Committee deems necessary or desirable for the administration of the Omnibus Incentive Plan.
The Company’s Board may amend, alter, suspend, discontinue or terminate the Omnibus Incentive Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuance or termination may be 82 made without shareholder approval if (i) such approval is required under applicable law; (ii) it would materially increase the number of securities which may be issued under the Omnibus Incentive Plan (except for adjustments in connection with certain corporate events); or (iii) it would materially modify the requirements for participation in the Omnibus Incentive Plan; provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award will not to that extent be effective without such individual’s consent.
The Company’s Board may amend, alter, suspend, discontinue or terminate the Omnibus Incentive Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuance or termination may be made without shareholder approval if (i) such approval is required under applicable law; (ii) it would materially increase the number of securities which may be issued under the Omnibus Incentive Plan (except for adjustments in connection with certain corporate events); or (iii) it would materially modify the requirements for participation in the Omnibus Incentive Plan; provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award will not to that extent be effective without such individual’s consent.
Our audit committee is responsible for, among other thin g : • selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors; • assisting the Company Board in evaluating the qualifications, performance and independence of our independent auditors; • assisting the Company Board in monitoring the quality and integrity of our financial statements and our accounting and financial reporting; • assisting the Company Board in monitoring our compliance with legal and regulatory requirements; • reviewing the adequacy and effectiveness of our internal control over financial reporting processes; • assisting the Company Board in monitoring the performance of our internal audit function; • monitoring the performance of our internal audit function; • reviewing with management and our independent auditors our annual and quarterly financial statements; and • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
Our audit committee is responsible for, among other thin g : • selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors; • assisting the Company Board in evaluating the qualifications, performance and independence of our independent auditors; • assisting the Company Board in monitoring the quality and integrity of our financial statements and our accounting and financial reporting; • assisting the Company Board in monitoring our compliance with legal and regulatory requirements; 75 • reviewing the adequacy and effectiveness of our internal control over financial reporting processes; • assisting the Company Board in monitoring the performance of our internal audit function; • monitoring the performance of our internal audit function; • reviewing with management and our independent auditors our annual and quarterly financial statements; and • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
The compensation committee is responsible for, among other things: • reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating our CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the board of directors), determining and approving our CEO’s compensation level based on such evaluation; • reviewing and approving, or making recommendations to the Company Board with respect to, the compensation of our other executive officers, including annual base salary, bonus and equity-based incentives and other benefits; • reviewing and recommending the compensation of the Company Board; • reviewing and approving the Incentive Compensation Recovery Policy; 86 • reviewing and discussing annually with management our compensation disclosure required by SEC rules; and • reviewing and making recommendations with respect to our equity compensation plans.
The compensation committee is responsible for, among other things: • reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating our CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the board of directors), determining and approving our CEO’s compensation level based on such evaluation; • reviewing and approving, or making recommendations to the Company Board with respect to, the compensation of our other executive officers, including annual base salary, bonus and equity-based incentives and other benefits; • reviewing and recommending the compensation of the Company Board; • reviewing and approving the Incentive Compensation Recovery Policy; • reviewing and discussing annually with management our compensation disclosure required by SEC rules; and • reviewing and making recommendations with respect to our equity compensation plans.
If a participant has engaged in any detrimental activity, as defined in the Omnibus Incentive Plan, as determined by the Compensation Committee, the Compensation Committee may, in its sole discretion and to the extent permitted by applicable law, provide for one or more of the following: (i) cancellation of any or all of such participant’s outstanding awards or (ii) forfeiture and repayment to the Company on any gain realized on the vesting, exercise or settlement of any awards previously granted to such participant.
If a participant has engaged in any detrimental activity, as defined in the Omnibus Incentive Plan, as determined by the Compensation Committee, the Compensation Committee may, in its sole discretion and to the extent permitted by applicable law, provide for one or more of the following: (i) cancellation of any or all of such participant’s outstanding awards or (ii) forfeiture and 72 repayment to the Company on any gain realized on the vesting, exercise or settlement of any awards previously granted to such participant.
In addition, the A ordinary shares are subject to a ratchet in connection with the Transactions (and upon subsequent receipts of proceeds by the CVC Investors and the Blackstone Investors, whom we refer to as the “Investors”) which allows management to participate in a 84 greater share of returns if certain IRR (i.e., total internal rate of return achieved by the Investors in relation to their investment) thresholds are satisfied.
In addition, the A ordinary shares are subject to a ratchet in connection with the Transactions (and upon subsequent receipts of proceeds by the CVC Investors and the Blackstone Investors, whom we refer to as the “Investors”) which allows management to participate in a greater share of returns if certain IRR (i.e., total internal rate of return achieved by the Investors in relation to their investment) thresholds are satisfied.
Nagler has been involved in the execution of the firm’s investments in Alight Solutions, BankUnited, Bayview Asset Management, Ellucian, Exeter Finance, IntraFi Network, Lendmark Financial Services, MB Aerospace, Paysafe, Refinitiv, Sphera, Tradeweb, Viva Capital, Vivint, and Vivint Solar. In addition to the Company, he currently serves as a Director of Ellucian, IntraFi Network, Renaissance Learning, and Sphera.
Nagler has been involved in the execution of the firm’s investments in Alight Solutions, BankUnited, Bayview Asset Management, Ellucian, Exeter Finance, IntraFi Network, Lendmark Financial Services, MB Aerospace, Paysafe, Refinitiv, Sphera, Tradeweb, Viva Capital, Vivint, and Vivint Solar. In addition to the Company, he currently serves as a Director of Ellucian, 67 IntraFi Network, Renaissance Learning, and Sphera.
Code of Ethics The Company has adopted the Paysafe Code, which applies to all of our officers, directors and employees and sets forth our Company’s values as well as certain policies and procedures related to, among other things, risk management and control, information management, privacy, information security, conflicts of interest, anti-corruption and financial reporting.
Code of Ethics 76 The Company has adopted the Paysafe Code, which applies to all of our officers, directors and employees and sets forth our Company’s values as well as certain policies and procedures related to, among other things, risk management and control, information management, privacy, information security, conflicts of interest, anti-corruption and financial reporting.
A participant who has been granted Company Common Shares that are not subject to a substantial risk of forfeiture for federal income tax purposes will realize ordinary income in an amount equal to the fair market value of the shares at the time of grant.
A participant 73 who has been granted Company Common Shares that are not subject to a substantial risk of forfeiture for federal income tax purposes will realize ordinary income in an amount equal to the fair market value of the shares at the time of grant.
No taxable income is realized by a participant upon the grant or exercise of an incentive share option; however, the exercise of an incentive share option will give rise to an item of tax preference that may result in alternative minimum tax liability 83 for the participant.
No taxable income is realized by a participant upon the grant or exercise of an incentive share option; however, the exercise of an incentive share option will give rise to an item of tax preference that may result in alternative minimum tax liability for the participant.
Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the applicable member of the Company Group or any combination thereof, as the Compensation Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Compensation Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.
Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the applicable member of the Company Group or any combination thereof, as the Compensation Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Compensation Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. 70 Options.
Previously, she has been Deputy Chairperson of the Supervisory Board and Chairperson of the Audit Committee of Deutsche Pfandbriefbank AG, Deputy Chairperson of the Supervisory Board as well as Chairperson of the Audit Committee of Hypo Real Estate Holding AG, and a member of the Supervisory Boards of KfW-IPEX Bank GmbH and Bank Gutmann AG.
Previously, she has been Deputy Chairperson of the Supervisory Board and Chairperson of the Audit Committee of Deutsche Pfandbriefbank AG, Deputy Chairperson of the Supervisory Board as well as Chairperson of the Audit Committee of Hypo Real Estate Holding AG, and a member of the Supervisory Boards of KfW-IPEX Bank GmbH and Bank Gutmann AG. Ms.
No award may be granted under the Omnibus Incentive Plan after the tenth anniversary of the Effective Date 80 (as defined in the Omnibus Incentive Plan), but awards granted before then may extend beyond that date.
No award may be granted under the Omnibus Incentive Plan after the tenth anniversary of the Effective Date (as defined in the Omnibus Incentive Plan), but awards granted before then may extend beyond that date.
We do not currently pay our 78 directors who are either employed by CVC or Blackstone, any compensation for their service as directors.
We do not currently pay our directors who are either employed by CVC or Blackstone, any compensation for their service as directors.
Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2024.
Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2025.
In 2023, the Adjusted EBITDA metric did not achieve the threshold performance target and, therefore, the program was not funded to be paid to executives. As such, the Compensation Committee did not award any payments for the annual incentive program to executives and other senior leadership staff.
In 2024, the Adjusted EBITDA metric did not achieve the threshold performance target and, therefore, the program was not funded to be paid to executives. As such, the Compensation Committee did not award any payments for the annual incentive program to executives and other senior leadership staff.
The Class I directors term expires in 2025, the Class II directors term expires in 2026 and the Class III directors term expires in 2024. The Company Board has determined that Daniel Henson, Anthony Jabbour, Dagmar Kollmann, and Mark Brooker qualify as independent directors under the NYSE listing standards.
The Class I directors term expires in 2025, the Class II directors term expires in 2026 and the Class III directors term expires in 2027. The Company Board has determined that Daniel Henson, Anthony Jabbour, Dagmar Kollmann, and Mark Brooker qualify as independent directors under the NYSE listing standards.
He started his career working in the public sector as an Officer for the UK’s HM Customs & Excise followed by more than 25 years in 76 banking, commercial finance, insurance, telecoms and payments with a focus on risk management, compliance, operational effectiveness, regulatory affairs, strategy and business development.
He started his career working in the public sector as an Officer for the UK’s HM Customs & Excise followed by more than 30 years in banking, commercial finance, insurance, telecoms and payments with a focus on risk management, compliance, operational effectiveness, regulatory affairs, strategy and business development.
In addition to her role as CEO and Country Head for Germany and Austria, she was a member of the Boards of Directors of Morgan Stanley International Ltd. and Morgan Stanley & Co International, Ltd. in London. Prior to joining Morgan Stanley, Dagmar worked at UBS Philips & Drew Ltd, both in M&A and subsequently in the Equities Division.
In addition to her role as CEO and Country Head for Germany and Austria, she was a member of the Boards of Directors of Morgan Stanley International Ltd. and Morgan Stanley & Co International, Ltd. in London. Prior to joining Morgan Stanley, Ms. Kollmann worked at UBS Philips & Drew Ltd, both in M&A and subsequently in the Equities Division.
The Company Bye-laws provide for a classified board of directors, with two directors in Class I (Bruce Lowthers and Jonathan Murphy), three directors in Class II (Matthew Bryant, Mark Brooker, and Dagmar Kollmann) and four directors in Class III (Daniel Henson, Anthony Jabbour, Eli Nagler and Peter Rutland).
The Company Bye-laws provide for a classified board of directors, with two directors in Class I (Bruce Lowthers and Jonathan Murphy), four directors in Class II (Matthew Bryant, Mark Brooker, Marianne Heiss and Dagmar Kollmann) and four directors in Class III (Daniel Henson, Anthony Jabbour, Eli Nagler and Peter Rutland).
Dagmar is a Commissioner in the Monopolies Commission in Germany, a permanent and independent expert committee, which advises the German government and legislature in the areas of competition policy-making, competition law and regulation. Its reports are published. Previously, Dagmar was CEO of Morgan Stanley Bank AG in Frankfurt.
Kollmann is a Commissioner in the Monopolies Commission in Germany, a permanent and independent expert committee, which advises the German government and legislature in the areas of competition policy-making, competition law and regulation. Its reports are published. Previously, Ms. Kollmann was CEO of Morgan Stanley Bank AG in Frankfurt.
We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics on our website. The information contained on, or accessible from, our website is not part of this Report by reference or otherwis e. D. Employees As of December 31, 2023, we had approximately 3,200 employees globally.
We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics on our website. The information contained on, or accessible from, our website is not part of this Report by reference or otherwis e. D. Employees As of December 31, 2024, we had approximately 3,300 employees globally.
Mark Brooker has served as a member of the Company Board since 2021. Mr. Brooker was previously Chief Operating Officer for Trainline, Europe’s largest independent retailer of rail and coach tickets. Before Trainline, he was Chief Operating Officer of Betfair Group PLC, a leading online gambling operator and now part of Flutter Entertainment.
Mark Brooker has served as a member of the Company Board since 2021. Mr. Brooker was previously Chief Operating Officer for Trainline, Europe’s largest independent retailer of rail and coach tickets. Before Trainline, he was Chief Operating Officer of Betfair Group PLC, a leading online gambling operator and now part of Flutter Entertainment. In his earlier career, Mr.
The Company Board has determined that Dagmar Kollmann, Mark Brooker and Daniel Henson qualify as independent directors under the independence standards of Rule 10A-3 of the Exchange Act, and that Dagmar Kollmann qualifies as an “audit committee financial expert” as such term is defined in the rules of the SEC.
The Company Board has determined that Dagmar Kollmann, Mark Brooker and Marianne Heiss qualify as independent directors under the independence standards of Rule 10A-3 of the Exchange Act, and that Dagmar Kollmann qualifies as an “audit committee financial expert” as such term is defined in the rules of the SEC.
We entered into the Shareholders Agreement with our Principal Shareholders in connection with the Transaction. This agreement grants our Principal Shareholders the right to designate nominees to the Company Board subject to the maintenance of certain ownership requirements in us. For additional information, see “Item 7.B. Related Party Transactions” of this Report.
We entered into the Shareholders Agreement with our Principal Shareholders in connection with the Transaction. This agreement grants our Principal Shareholders the right to designate nominees to the Company Board subject to the maintenance of certain ownership requirements in us. For additional information, see “Item 7.B.
Per the Shareholders Agreement, the CVC Investors, the Blackstone Investors and Cannae LLC jointly designated Dagmar Kollmann and Mark Brooker as independent directors, the CVC Investors designated Matthew Bryant and Peter Rutland as directors, the Blackstone Investors designated Jonathan Murphy and Eli Nagler as directors and the FTAC Investors designated Daniel Henson and Anthony Jabbour as directors. See “C.
Per the Shareholders Agreement, the CVC Investors, the Blackstone Investors and Cannae LLC jointly designated Dagmar Kollmann and Mark Brooker as independent directors, the CVC Investors designated Matthew Bryant and Peter Rutland as directors, the Blackstone Investors designated Jonathan Murphy and Eli Nagler as directors and the FTAC Investors designated Daniel Henson, Marianne Heiss and Anthony Jabbour as directors.
For so long as we qualify as a foreign private issuer, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: • the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; • the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and imposing liability for insiders who profit from trades made within a short period of time; • the rules under the Exchange Act requiring the filing with the SEC of an annual report on Form 10-K (although we will file annual reports on a corresponding form for foreign private issuers), quarterly reports on Form 10-Q containing unaudited financial and other specified information (although we will file semi-annual reports on a current reporting form for foreign private issuers), or current reports on Form 8-K, upon the occurrence of specified significant events (although we may file the occurrence of certain corporate developments on a current reporting form for foreign private issuers); and • Regulation Fair Disclosure or Regulation FD, which regulates selective disclosure of material non-public information by issuers. 85 Accordingly, there may be less publicly available information concerning our business than there would be if we were a U.S. public company.
For so long as we qualify as a foreign private issuer, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: • the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; • the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and imposing liability for insiders who profit from trades made within a short period of time; • the rules under the Exchange Act requiring the filing with the SEC of an annual report on Form 10-K (although we will file annual reports on a corresponding form for foreign private issuers), quarterly reports on Form 10-Q containing unaudited financial and other specified information (although we will file semi-annual reports on a current reporting form for foreign private issuers), or current reports on Form 8-K, upon the occurrence of specified significant events (although we may file the occurrence of certain corporate developments on a current reporting form for foreign private issuers); and • Regulation Fair Disclosure or Regulation FD, which regulates selective disclosure of material non-public information by issuers.
Jabbour has also served as the Chief Executive Officer and a director of Dun & Bradstreet (and its predecessors), a leading global provider of business decision data and analytics, since February 2019. From May 2022 until its acquisition by ICE in 2023, Mr.
Anthony Jabbour has served as a member of the Company Board since 2021. Mr. Jabbour has also served as the Chief Executive Officer and a director of Dun & Bradstreet (and its predecessors), a leading global provider of business decision data and analytics, since February 2019. From May 2022 until its acquisition by ICE in 2023, Mr.
Our non-executive directors who receive compensation receive an annual cash fee ranging from $90,000 to $150,000, committee and chairmanship fees ranging from $10,000 to $40,000 and are eligible to participate in the Paysafe equity program with annual equity grants ranging from $125,000 to $350,000, granted at the Annual General Meeting.
Our non-executive directors who receive compensation receive an annual cash fee ranging from $90,000 to $150,000, committee and chairmanship fees ranging from $7,500 to $40,000 and are eligible to participate in the Paysafe equity program with annual equity grants ranging from $167,500 to $350,000, granted at the Annual General Meeting.
Mark also brings a diverse range of Non-Executive Board Director experience and currently sits on the boards of Findmypast, a leader in online genealogy, where he is Chairman; Future PLC, a global platform for specialist media and member of the FTSE250; eCogra Holdings Limited, an independent software testing agency for the online gaming industry (Chairman), and Heathrow Airport Holdings Limited.
Brooker also brings a diverse range of Non-Executive Board Director experience and currently sits on the boards of eCogra Holdings Limited, an independent software testing agency for the online gaming industry, where he is Chairman, Future PLC, a global platform for specialist media and member of the FTSE250, and Heathrow Airport Holdings Limited.
The Cash compensation for our senior management team in 2023 consisted of aggregate base salary of $4,684,219. The description below provides detail on the equity grants. Annual Bonus Program The Executive Short-Term Bonus Program is an incentive program based on the achievement of performance targets which are measured over a one-year period.
The Cash compensation for our senior management team in 2024 consisted of aggregate base salary of $4,301,649. The description below provides detail on the equity grants. Annual Bonus Program The Executive Short-Term Bonus Program is an incentive program based on the achievement of performance targets which are measured over a one-year period.
Foreign Private Issuer Status We were founded in the UK in 1996 and were previously listed on the London Stock Exchange. U.S. residents do not comprise a majority of our executive officers or directors, and most of our assets are located, and our business is principally administered, outside of the United States.
Related Party Transactions” of this Report. 74 Foreign Private Issuer Status We were founded in the UK in 1996 and were previously listed on the London Stock Exchange. U.S. residents do not comprise a majority of our executive officers or directors, and most of our assets are located, and our business is principally administered, outside of the United States.
Long term variable compensation may be awarded in the form of restricted shares units, stock options or equivalent instruments or units. In aggregate, the value of the long-term incentive awards granted to executives is equal to $16,479,132 for the year ended December 31, 2023.
Long term variable compensation may be awarded in the form of restricted shares units, stock options or equivalent instruments or units. In aggregate, the value of the long-term incentive awards granted to executives is equal to $20,847,712 for the year ended December 31, 2024.
Members serve on these committees until their resignation or until otherwise determined by the Company Board. Audit Committee Our audit committee consists of Dagmar Kollmann, Mark Brooker, and Daniel Henson, with Dagmar Kollmann serving as chair and as the audit committee financial expert.
Members serve on these committees until their resignation or until otherwise determined by the Company Board. Audit Committee Our audit committee consists of Dagmar Kollmann, Mark Brooker, and Marianne Heiss with Dagmar Kollmann serving as chair. Dagmar Kollmann and Marianne Heiss are designated as audit committee financial experts.
In addition, certain directors may receive one-time grants upon joining the Board. The aggregate compensation paid in cash and equity to non-executive directors in 2023 was $597,415 and $783,932, respectively. In addition, all of our directors receive reimbursement for all reasonable and properly documented expenses.
In addition, certain directors may receive one-time grants upon joining the Board. The aggregate compensation paid in cash and equity to non-executive directors in 2024 was $544,690 and $963,034, respectively. In addition, all of our directors receive reimbursement for all reasonable and properly documented expenses.
Jabbour became the Executive Chairman of Black Knight, Inc., a premier provider of software and data analytics to the mortgage and consumer loan, real estate and capital markets verticals. He previously served as Chairman and CEO of Blacknight. Prior to joining Black Knight, Mr.
Jabbour was the Executive Chairman of Black Knight, Inc., a premier provider of software and data analytics to the mortgage and consumer loan, real estate and capital markets verticals. He previously served as Chairman of Black Knight, Inc. from 2021 to 2022 and Chief Executive Officer from 2018 to 2022. Prior to joining Black Knight, Inc., Mr.
In his earlier career, Mark spent 17 years in investment banking working for Morgan Stanley, Merrill Lynch, NatWest and NM Rothschild & Sons.
Brooker spent 17 years in investment banking working for Morgan Stanley, Merrill Lynch, NatWest and NM Rothschild & Sons. Mr.
The aggregate amount of compensation, including cash, equity awards and other benefits, paid to our senior management team for the year ended December 31, 2023 was $23,301,066, of which $1,025,932 was related to an Executive’s employment and/or termination agreement and not part of their normal compensation programs.
The aggregate amount of compensation, including cash, equity awards and other benefits, paid to our senior management team for the year ended December 31, 2024 was $30,654,080 of which $2,499,758 was related to an Executive’s employment and/or termination agreement and not part of their normal compensation programs.
He also served as non-executive chairman of Exeter Finance, a leading auto finance company headquartered in Irving, TX. Previously, Mr. Henson served as a Director of Healthcare Trust of America and OnDeck Capital. Mr.
Henson served as non-executive chairman of Tempo Holdings until its merger and subsequent listing as Alight Inc in July of 2021. He also served as non-executive chairman of Exeter Finance, a leading auto finance company headquartered in Irving, TX. Previously, Mr. Henson served as a Director of Healthcare Trust of America and OnDeck Capital. Mr.
Board Practices—Composition of the Board of Directors” and “Item 7.B. Related Party Transactions” of this Report for additional information. B. Compensation Non-Executive Directors For the year ended December 31, 2023, our non-executive directors consisted of Daniel Henson, Mark Brooker, Anthony Jabbour, Dagmar Kollman, Hilary Stewart-Jones (through October 2023) and Jim Murren (through October 2023).
See “C. Board Practices—Composition of the Board of Directors” and “Item 7.B. Related Party Transactions” of this Report for additional information. B. Compensation Non-Executive Directors For the year ended December 31, 2024, our non-executive directors consisted of Daniel Henson, Mark Brooker, Anthony Jabbour, Dagmar Kollman, and Marianne Heiss (as of September 2024).
He is also a Term Member of the Council on Foreign Relations. Peter Rutland has served as a member of the Company Board since 2017. Mr. Rutland joined CVC in 2007 and is Head of CVC’s Financial Services Group and a Managing Partner. Prior to joining CVC, he worked for Advent International and Goldman Sachs. Mr.
He is a former Term Member of the Council on Foreign Relations and a Partnership for New York City Rockefeller Fellow. Peter Rutland has served as a member of the Company Board since 2017. Mr. Rutland joined CVC in 2007 and is Head of CVC’s Financial Services Group and a Managing Partner.
Henson currently serves as non-executive chairman of IntraFi Network (formerly Promontory Intrafinancial Network), a leading provider of deposit placement services operating in the Washington D.C. area. He also serves as a Director of Alight Solutions. Previously, Mr. Henson served as non-executive chairman of Tempo Holdings until its merger and subsequent listing as Alight Inc in July of 2021.
Daniel Henson has served as a member of the Company Board since 2022. Mr. Henson currently serves as non-executive chairman of IntraFi Network (formerly Promontory Intrafinancial Network), a leading provider of deposit placement services operating in the Washington D.C. area. He also served as a Director of Alight Solutions from 2021 until March 2025. Previously, Mr.
He also serves as Non-Executive Director at Seedrs Ltd. Mr. Wiseman holds a Master’s Degree in Geography from Oxford University in the UK. Nicole Carroll has been our Chief Growth Officer since October 2023. She joined the Company in April 2023 as the Chief Strategy and Innovation Officer. Ms.
He also serves as Non-Executive Director at Seedrs Ltd. Mr. Wiseman holds a Master’s Degree in Geography from Oxford University in the UK. Chi-Eun Lee has been our Chief Transformation Officer since March 2024. She joined the Company in October 2019 as Chief of Staff.
Prior to that, he was a Senior Associate Consultant at L.E.K. Consulting. Mr. Bryant holds a master’s degree in Physics from the University of Oxford. 77 Anthony Jabbour has served as a member of the Company Board since 2021. Mr.
Prior to joining CVC, he was an investor at Bain Capital from May 2009 until April 2019. Prior to that, he was a Senior Associate Consultant at L.E.K. Consulting. Mr. Bryant holds a master’s degree in Physics from the University of Oxford. Marianne Heiss has served as a member of the Company Board since September 2024.
His prior role was working for Barclays where he held the position of Group CIO Barclaycard since April 2013. Before that he held senior roles at Citi, where he was Director of Business and Technology Transformation, as well as egg, where his extensive Agile IT Development skills were deployed to help build the UK’s leading online digital bank.
Before that he held senior roles at Citi, where he was Director of Business and Technology Transformation, as well as egg, where his extensive Agile IT Development skills were deployed to help build the UK’s leading online digital bank. Robert Gatto has been our Chief Revenue Officer since July 2022. In his role, Mr.
Long-Term Incentive Program The Compensation Committee met several times to discuss the 2023 Long-Term Incentive Program of the Company for the executives and other employees under the Omnibus Incentive Program. After careful consideration of the current economy, retention concerns and company stock performance, the Compensation Committee approved the granting of time-based restricted stock units vesting annually over a three-year period.
After careful consideration of the current economy, retention concerns and company stock performance, the Compensation Committee approved the granting of time-based restricted stock units vesting annually 68 over a three-year period.
He also recently served as a Non-Executive Director of William Hill PLC, one of the largest gambling operators in the UK, before the Board was dissolved following its acquisition by Caesars Entertainment in April 2021 and was a director at Seedrs Ltd. Mark holds a Master’s Degree in Engineering, Economics and Management from Oxford University in the UK.
He also served as a Non-Executive Director of William Hill PLC, one of the largest gambling operators in the UK, before the Board was dissolved following its acquisition by Caesars Entertainment in April 2021. He has also previously been a non-executive director of AA plc, Equiniti Group plc, Findmypast Limited and Seedrs Ltd. Mr.
Senior Management For the year ended December 31, 2023, our senior management team consisted of Bruce Lowthers, Alexander Gersh, Rob Gatto, Elliott Wiseman, Nick Walker (through March 2023), Roy Aston, Richard Swales, Afshin Yazdian (through June 2023), Gustavo Ruiz (as of April 2023), Nicole Carroll (as of October 2023) and Chirag Patel (through July 2023).
Senior Management For the year ended December 31, 2024, our senior management team consisted of Bruce Lowthers, John Crawford (as of September 2024), Alexander Gersh (through September 2024), Rob Gatto, Elliott Wiseman, Roy Aston, Richard Swales, Gustavo Ruiz (through June 2024), Nicole Carroll (through February 2025) and Chi Eun Lee (as of February 2024).
Matthew Bryant has served as a member of the Company Board since 2019. Mr. Bryant is a Senior Managing Director at CVC, based in London He joined CVC in 2019 and is a member of the financial services group. Prior to joining CVC, he was an investor at Bain Capital from May 2009 until April 2019.
Brooker holds a Master’s Degree in Engineering, Economics and Management from Oxford University in the UK. 66 Matthew Bryant has served as a member of the Company Board since 2019. Mr. Bryant is a Senior Managing Director at CVC, based in London He joined CVC in 2019 and is a member of the financial services group.
Murphy was involved in the firm’s investments in Civitas Learning, Dynamo Software, eFront, Lucidworks and Operative. Before joining Blackstone, Mr. Murphy worked at CPPIB in the Direct Investment Group and Morgan Stanley in the Investment Banking Division. Mr. Murphy received a Bachelor of Commerce from University College Dublin where he graduated with First Class Honors.
Murphy spent over eight years at Francisco Partners, a U.S.-based private equity fund that focuses on investments in the technology industry. Before joining Blackstone, Mr. Murphy worked at CPPIB in the Direct Investment Group and Morgan Stanley in the Investment Banking Division. Mr. Murphy received a Bachelor of Commerce from University College Dublin where he graduated with First Class Honors.
Gatto brings 30+ years’ experience of delivering transformational growth and ‘go to market’ functions for both private and public businesses of all sizes. Before Paysafe, he co-founded and served as President of Ureeka Inc. a community to help small businesses go to market and grow rapidly.
Before Paysafe, he co-founded and served as President of Ureeka Inc. a community to help small businesses go to market and grow rapidly.
Directors and Executive Officers The following table sets forth the names, ages and positions of our executive officers and directors as of February 26, 2024. 75 Name Age Position Bruce Lowthers 58 Chief Executive Officer and Director Alexander Gersh 60 Chief Financial Officer Roy Aston 45 Chief Operating Officer Robert Gatto 59 Chief Revenue Officer Richard Swales 51 Chief Risk & Compliance Officer Elliott Wiseman 50 Chief Legal & People Officer Nicole Carroll 55 Chief Growth Officer Gustavo Ruiz 56 President, Latin America Daniel Henson 62 Chairman of the Board of Directors Mark Brooker 52 Director Matthew Bryant 40 Director Anthony Jabbour 56 Director Dagmar Kollmann 59 Director Jonathan Murphy 40 Director Eli Nagler 38 Director Peter Rutland 44 Director Bruce Lowthers has been our Chief Executive Officer since May 2022.
Name Age Position Bruce Lowthers 59 Chief Executive Officer and Director John Crawford 54 Chief Financial Officer Roy Aston 46 Chief Operating Officer Robert Gatto 60 Chief Revenue Officer Richard Swales 52 Chief Risk & Compliance Officer Elliott Wiseman 51 Chief Legal & People Officer Chi-Eun Lee 55 Chief Transformation Officer Daniel Henson 63 Chairman of the Board of Directors Mark Brooker 53 Director Matthew Bryant 41 Director Anthony Jabbour 57 Director Dagmar Kollmann 60 Director Jonathan Murphy 41 Director Eli Nagler 39 Director Peter Rutland 45 Director Marianne Heiss 52 Director Bruce Lowthers has been our Chief Executive Officer since May 2022.
Murphy joined Blackstone in 2021 and is a Senior Managing Director in the firm’s Private Equity Group, where he focuses on investments in the technology and financial technology industries. Prior to Blackstone, Mr. Murphy spent over eight years at Francisco Partners, a U.S.-based private equity fund that focuses on investments in the technology industry. While at Francisco Partners, Mr.
Murphy joined Blackstone in 2021 and is a Senior Managing Director in the firm’s Private Equity Group, where he focuses on investments in the technology and financial technology industries. In addition to Paysafe, Mr. Murphy sits on the boards of Dynamo Software and Civica. Prior to Blackstone, Mr.
Grant values for 2023 included the following programs: Grant Type Value at Grant ($) 2023 Annual RSU Grant $ 15,942,051 Performance-Based RSU 537,081 We also maintained a Stock Ownership Guideline program that consists of executives holding ownership of Paysafe equity ranging from 1x to 5x depending on the level of the executive. 79 Retirement Programs We utilize defined contribution plans in accordance with the local conditions and practices in the countries in which we operate.
Grant values for 2024 included the following programs: Grant Type Value at Grant ($) 2024 Annual RSU Grant $ 17,847,735 Performance-Based RSU 999,992 Sign-on RSU Grant 1,999,985 We also maintained a Stock Ownership Guideline program that consists of executives holding ownership of Paysafe equity ranging from 1x to 5x depending on the level of the executive.
Additionally, certain accommodations in the NYSE corporate governance standards allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards.
Accordingly, there may be less publicly available information concerning our business than there would be if we were a U.S. public company. Additionally, certain accommodations in the NYSE corporate governance standards allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards.
Rutland holds an MA Degree from the University of Cambridge and an MBA from INSEAD.
Prior to joining CVC, he worked for Advent International and Goldman Sachs. Mr. Rutland holds an MA Degree from the University of Cambridge and an MBA from INSEAD.
As part of this, his remit includes global IT strategy, cyber security, transformation and running our 24/7 technology and customer operations. Before joining Paysafe, Mr. Aston gained extensive experience in IT and operations working for various high profile global financial services organizations and smaller UK-based fintech.
Roy Aston has been our Chief Operating Officer since October 2022 and he joined Paysafe in February 2019 as our Chief Information Officer. Mr. Aston has global responsibility for leading Paysafe’s technology and operations functions. As part of this, his remit includes global IT strategy, cyber security, transformation and running our 24/7 technology and customer operations. Before joining Paysafe, Mr.
Robert Gatto has been our Chief Revenue Officer since July 2022. In his role, Mr. Gatto is charged with spearheading Paysafe’s international sales function across a range of sectors including gaming, travel, entertainment, digital assets including crypto, and fintech. Mr.
Gatto is charged with spearheading Paysafe’s international sales function across a range of sectors including gaming, travel, entertainment, digital assets including crypto, and fintech. Mr. Gatto brings 30+ years’ experience of delivering transformational growth and ‘go to market’ functions for both private and public businesses of all sizes.
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ITEM 6. DIREC TORS, SENIOR MANAGEMENT AND EMPLOYEES A.
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ITEM 6. DIREC TORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Executive Officers The following table sets forth the names, ages and positions of our executive officers and directors as of February 26, 2025.
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Alexander Gersh has been our Chief Financial Officer since October 2022. Mr. Gersh joined Paysafe from Sportradar, a leading global sports technology company creating immersive experiences for sports fans and bettors.
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John Crawford has been our Chief Financial Officer since September 2024. He spent nine years at FIS, last serving as Executive Vice President—Strategy, M&A and Venture Capital, where he led global corporate development, overseeing all of FIS’s acquisitions, divestitures and joint ventures, and global venture investing.
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Earlier in his career he spent six years in the online betting industry, most recently as CFO and Board Director of Paddy Power Betfair plc, which was formed in February 2016 following the merger of Paddy Power plc and Betfair Group plc - two online betting operators. Before entering the online betting industry, Mr.
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During his time at FIS, John spearheaded over 25 deals, with acquisitions contributing substantially to the company’s growth. Prior to joining FIS, John held leadership roles across the U.S. and London in investment banking at Bank of America Merrill Lynch and Bear Stearns and in commercial finance at GE Capital.
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Gersh spent nearly eight years as CFO for NDS Group London, a leading global provider of digital pay TV software solutions. In his earlier career, Mr. Gersh held finance leadership roles for high profile organizations in the telecommunications industry including British Telecom and Motorola. Mr.
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Aston gained extensive experience in IT and operations working for various high profile global financial services organizations and 65 smaller UK-based fintech. His prior role was working for Barclays where he held the position of Group CIO Barclaycard since April 2013.
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Gersh is a certified public accountant (CPA) and holds a degree in business administration from the City University of NY (Baruch College), US. Roy Aston has been our Chief Operating Officer since October 2022 and he joined Paysafe in February 2019 as our Chief Information Officer. Mr. Aston has global responsibility for leading Paysafe’s technology and operations functions.
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Before joining Paysafe, Chi-Eun was business development director at Barclaycard Payment Solutions, leading initiatives on strategic partnerships, international growth and innovation strategy. Prior to joining Barclaycard, she worked at McKinsey & Co. and LG Electronics Europe. She studied psychology at Yonsei University in Korea and has an MBA from Harvard.
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Carroll brings an extensive track record of driving growth and innovation across high profile global organizations in the technology, fintech and payments sectors. Her primary responsibilities in the role are to further develop the company’s corporate vision and long-term growth strategy, and lead on its product innovation, capital expenditure and marketing programmes. Ms.
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She is an expert in finance, accounting, auditing, international management, brand building and ESG with extensive international experience and a long on-going track record of sustainable and efficient strategic leadership. Ms. Heiss spent the last 27 years in various European management positions at BBDO Worldwide, most recently as Chief Executive Officer of BBDO Group Germany from 2019 to 2023.
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Carroll joined the Company from Experian, where she was Chief Product Officer for their Decisions Analytics business. Prior to that, she was a Senior Vice President at Visa where she led the company’s next generation of global software acceptance. Before Visa, Ms. Carroll spearheaded the digital transformation of Discover Financial Services, launching their first comprehensive API-driven digital product platform.
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Prior to her appointment as CEO in 2019, she played a key role in the success of BBDO Group Germany as Chief Financial Officer from 2013 to 2019. Before Ms. Heiss moved to Germany she was European Finance Director, responsible for 35 offices in 18 European countries.
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In her earlier career, she held leadership roles driving innovation for the Citi Group and was also Chief Marketing Officer for Transys where she successfully launched the Oyster Card™ - the UK’s trailblazing travel smartcard. Ms. Carroll is a graduate of Georgetown University, U.S. Gustavo Ruiz has been our President, Latin America since 2022.
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She was the first woman to lead BBDO Group Germany, which was founded in 1956, in the German market. The BBDO Group unites numerous leading agency brands, including consultancy, digital and design agencies in Berlin, Düsseldorf, Frankfurt, Hamburg and Munich.
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He joined the Company in 2022 following the Company’s acquisition of payments company, SafetyPay, where he was CEO for nine years. Since joining the Company, Mr. Ruiz has been charged with driving forward the Company’s strategy in Latin America and continuing to leverage its investments in the fast-growing region. Mr.
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She was also a member of BBDO's international board in New York and represented all BBDO agencies worldwide on the global Environmental Sustainability Core Team of Omnicom Inc. based in New York. Ms. Heiss served as Vice President of the German GWA from 2015 to 2017. Ms.
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Ruiz brings extensive experience in the payments, banking and travel industries to the role. Prior to SafetyPay, he was VP and General Manager for American Express Membership Travel in Latin America. He also successfully led American Express Bank in Mexico. Mr.
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Heiss studied Business Accounting and Management in Wiener Neustadt and spent her early years in finance. Since 2018, she has been a member of the supervisory boards of Volkswagen AG, Audi AG and Porsche SE.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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A “Related Person” means: • any person who is, or at any time during the applicable period was, one of the post-combination company’s executive officers or one of the post-combination company’s directors; • any person who is known by the post-combination company to be the beneficial owner of more than 5% of Paysafe’s voting stock; • any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of Paysafe’s voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of Paysafe’s voting stock; and 89 • any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.
A “Related Person” means: • any person who is, or at any time during the applicable period was, one of the post-combination company’s executive officers or one of the post-combination company’s directors; • any person who is known by the post-combination company to be the beneficial owner of more than 5% of Paysafe’s voting stock; • any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of Paysafe’s voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of Paysafe’s voting stock; and • any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.
In addition, the Shareholders Agreement provides that each Principal Shareholder may, without the consent of the Company or any other person, assign its rights to designate directors to the Company Board to any transferee of Company Common Shares so long as any right to designate directors to the Company Board will not result in the transferee receiving the right to designate more than two directors where such designation rights would result in the transferee receiving the right to designate a percentage of the total number of directors on the Company Board that is greater than the percentage of the aggregate outstanding Company Common Shares held by such transferee after giving effect to such transfer.
In addition, the Shareholders Agreement provides that each Principal Shareholder may, 80 without the consent of the Company or any other person, assign its rights to designate directors to the Company Board to any transferee of Company Common Shares so long as any right to designate directors to the Company Board will not result in the transferee receiving the right to designate more than two directors where such designation rights would result in the transferee receiving the right to designate a percentage of the total number of directors on the Company Board that is greater than the percentage of the aggregate outstanding Company Common Shares held by such transferee after giving effect to such transfer.
Additionally, any increase in the total number of directors on the Company Board to greater than eleven will require the consent of (i) the CVC Investors, for so long as the CVC Investors collectively directly hold or indirectly, as set forth in the books and records of PGHL or Pi Topco, as 90 applicable, are attributed at least 7.5% of the aggregate outstanding Company Common Shares, (ii) the Blackstone Investors, for so long as the Blackstone Investors collectively directly hold or indirectly, as set forth in the books and records of PGHL or Pi Topco, as applicable, are attributed at least 7.5% of the aggregate outstanding Company Common Shares, and (iii) FTAC, for so long as the FTAC Investors collectively hold at least 7.5% of the aggregate outstanding Company Common Shares.
Additionally, any increase in the total number of directors on the Company Board to greater than eleven will require the consent of (i) the CVC Investors, for so long as the CVC Investors collectively directly hold or indirectly, as set forth in the books and records of PGHL or Pi Topco, as applicable, are attributed at least 7.5% of the aggregate outstanding Company Common Shares, (ii) the Blackstone Investors, for so long as the Blackstone Investors collectively directly hold or indirectly, as set forth in the books and records of PGHL or Pi Topco, as applicable, are attributed at least 7.5% of the aggregate outstanding Company Common Shares, and (iii) FTAC, for so long as the FTAC Investors collectively hold at least 7.5% of the aggregate outstanding Company Common Shares.
(together, the “Blackstone Parties”), and BCP VII Co-Invest—Star (Cayman) L.P., Blackstone Pi Co-Invest L.P., Pi Syndication LP, Francisco Partners IV, L.P., Francisco Partners IV-A, L.P., Chatham Holdings II, LLC, AB High Income Fund, Inc., AB Bond Fund, Inc.—AB Income Fund, AllianceBernstein Global High Income Fund, Inc., AB FCP I—Global High Yield 91 Portfolio (together, the “Co-Investors”) and Paysafe Group Holdings Limited and Pi Topco (together, the “Holdcos”) was amended and restated (such amended and restated agreement being the “Consortium Agreement”).
(together, the “Blackstone Parties”), and BCP VII Co-Invest—Star (Cayman) L.P., Blackstone Pi Co-Invest L.P., Pi Syndication LP, Francisco Partners IV, L.P., Francisco Partners IV-A, L.P., Chatham Holdings II, LLC, AB High Income Fund, Inc., AB Bond Fund, Inc.—AB Income Fund, AllianceBernstein Global High Income Fund, Inc., AB FCP I—Global High Yield Portfolio (together, the “Co-Investors”) and Paysafe Group Holdings Limited and Pi Topco (together, the “Holdcos”) was amended and restated (such amended and restated agreement being the “Consortium Agreement”).
The general partners of Blackstone Management Associates (Cayman) VII L.P. and Blackstone Family Investment Partnership (Cayman) VII-ESC L.P. are BCP VII 88 GP L.L.C. and Blackstone LR Associates (Cayman)VII Ltd.., with BCP VII GP L.L.C. controlling Blackstone Management Associates (Cayman) VII L.P. with respect to all matters other than voting of securities of underlying portfolio companies, which power is held by the Class B shareholders of Blackstone LR Associates (Cayman) VII Ltd., who are certain senior personnel of Blackstone.
The general partners of Blackstone Management Associates (Cayman) VII L.P. and Blackstone Family Investment Partnership (Cayman) VII-ESC L.P. are BCP VII GP L.L.C. and Blackstone LR Associates (Cayman)VII Ltd.., with BCP VII GP L.L.C. controlling Blackstone Management Associates (Cayman) VII L.P. with respect to all matters other than voting of securities of underlying portfolio companies, which power is held by the Class B shareholders of Blackstone LR Associates (Cayman) VII Ltd., who are certain senior personnel of Blackstone.
When the “flip-down” mechanic is operated, PGHL shall (and Pi Topco shall procure that PGHL shall), subject to applicable law, transfer (whether by distribution or otherwise) such number of Company Common Shares in Paysafe Limited to Pi Topco to enable Pi Topco to transfer such shares to the CVC Party, the Blackstone Parties and the Co-Investors in exchange for the requisite number of securities in Pi Topco held by them.
When the “flip-down” mechanic is operated, PGHL shall (and Pi Topco shall procure that PGHL shall), subject to applicable law, 81 transfer (whether by distribution or otherwise) such number of Company Common Shares in Paysafe Limited to Pi Topco to enable Pi Topco to transfer such shares to the CVC Party, the Blackstone Parties and the Co-Investors in exchange for the requisite number of securities in Pi Topco held by them.
Securities subject to this repurchase right are considered vested as follows: • First anniversary of acquisition of A Ordinary Shares—20% 92 • Each additional quarter—5% • Up to a maximum of 80% In connection with the Transactions, the equity held by Managers are fully vested other than with respect to the repurchase right described above.
Securities subject to this repurchase right are considered vested as follows: • First anniversary of acquisition of A Ordinary Shares—20% • Each additional quarter—5% • Up to a maximum of 80% In connection with the Transactions, the equity held by Managers are fully vested other than with respect to the repurchase right described above.
Specifically, pursuant to its audit committee charter, the audit committee has the responsibility to review related party transactions. Certain Relationships and Related Person Transactions Shareholders Agreement In connection with the Transaction, concurrently with the Closing, the Company, Pi Topco, PGHL, Cannae LLC, the Founder, the CVC Investors and the Blackstone Investors entered into the Shareholders Agreement.
Specifically, pursuant to its audit committee charter, the audit committee has the responsibility to review related party transactions. Certain Relationships and Related Person Transactions Shareholders Agreement 79 In connection with the Transaction, concurrently with the Closing, the Company, Pi Topco, PGHL, Cannae LLC, the Founder, the CVC Investors and the Blackstone Investors entered into the Shareholders Agreement.
If reasonably required by the CVC Party and the Blackstone Parties, the CVC Party and the Blackstone Parties may elect to “flip-down” their holdings of securities in Pi Topco at or prior to or any time following closing.
If reasonably required by the CVC Party and the Blackstone Parties, the CVC Party and the 82 Blackstone Parties may elect to “flip-down” their holdings of securities in Pi Topco at or prior to or any time following closing.
For additional information on related party transactions, see Note 22, Related party transactions , within Item 18, Financial Statements appearing elsewhere in this Report. Loans Granted to Members of the Board or Executive Management As of the date of this annual report, Paysafe has no outstanding loan or guarantee commitments to members of the board or Executive Management.
For additional information on related party transactions, see Note 21, Related party transactions , within Item 18, Financial Statements appearing elsewhere in this Report. Loans Granted to Members of the Board or Executive Management As of the date of this annual report, Paysafe has no outstanding loan or guarantee commitments to members of the board or Executive Management.
Major Shareholders 87 The following table sets forth information regarding the actual beneficial ownership of Company Common Shares as of February 26, 2024: • each person known to us to be the beneficial owner or more than 5% of Company Common Shares; • each of our directors and Company Officers; and • all our directors and Company Officers as a group.
Major Shareholders The following table sets forth information regarding the actual beneficial ownership of Company Common Shares as of February 26, 2025: • each person known to us to be the beneficial owner or more than 5% of Company Common Shares; • each of our directors and Company Officers; and • all our directors and Company Officers as a group.
“Cannae” shall refer to Cannae Holdings, Inc., a Delaware corporation (“CHI”); and Cannae Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of CHI (“CHL”). Reflects 3,379,887 Company Common Shares directly held by CHL. The address of each of the entities listed in this footnote is 1701 Village Center Circle, Las Vegas, Nevada 89134.
“Cannae” shall refer to Cannae Holdings, Inc., a Delaware corporation (“CHI”); and Cannae Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of CHI (“CHL”). Reflects 2,462,237 Company Common Shares directly held by CHL. The address of each of the entities listed in this footnote is 1701 Village Center Circle, Las Vegas, Nevada 89134.
Both agreements were approved by our Audit Committee. In 2023, we recognized $12.8 million of expense associated with Dun & Bradstreet in connection with the license and risk management agreement. Mr. Jabbour is the Chief Executive Officer and a director of Dun & Bradstreet. In addition, Dun & Bradstreet is an affiliate of Cannae.
Both agreements were approved by our Audit Committee. In 2024, we recognized $16 million of expense associated with Dun & Bradstreet, mainly in connection with the license and risk management agreement. Mr. Jabbour is the Chief Executive Officer and a director of Dun & Bradstreet. In addition, Dun & Bradstreet is an affiliate of Cannae.
The address of each of the entities listed in this footnote is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154 (5) Based on the most recently available Schedule 13D/A filed with the SEC on January 26, 2024, as of January 26, 2024.
The address of each of the entities listed in this footnote is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154 78 (5) Based on the most recently available Schedule 13D/A filed with the SEC on November 25, 2024, as of November 21, 2024.
Foley II (7) 1,638,101 3 % Bruce Lowthers * * Alexander Gersh * * Elliott Wiseman * * Roy Aston * * Richard Swales * * Nicole Carroll * * Gustavo Ruiz * * Daniel Henson * * Mark Brooker * * Matthew Bryant * * Anthony Jabbour * * Dagmar Kollmann * * Jonathan Murphy * * Eli Nagler * * Peter Rutland * * All Company directors and executive officers as a group * * *Less than 1%.
Foley II (7) 1,638,102 3 % Bruce Lowthers * * John Crawford * * Roy Aston * * Robert Gatto * * Chi-Eun Lee * * Richard Swales * * Elliot Wiseman * * Daniel Henson * * Mark Brooker * * Matthew Bryant * * Anthony Jabbour * * Dagmar Kollmann * * Marianne Heiss * * Jonathan Murphy * * Eli Nagler * * Peter Rutland * * All Company directors and executive officers as a group * * *Less than 1%.
Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Company Common Shares beneficially owned by them. Except as otherwise indicated, the address for each shareholder listed below is 2 Gresham Street, 1st Floor, London, United Kingdom EC2V 7AD.
Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Company Common Shares beneficially owned by them.
Name and Address of Beneficial Owner Number (1) of Company Common Shares Percentage of Company Common Shares Company Officers, Directors and 5% Holders Parties to our shareholders agreement as a group (2) 28,932,356 47 % CVC (3) 12,999,672 21 % Blackstone (4) 10,914,696 18 % Cannae (5) 3,379,887 5 % FNF Holders (6) 3,750,000 6 % William P.
Except as otherwise indicated, the address for each shareholder listed below is 2 Gresham Street, 1st Floor, London, United Kingdom EC2V 7AD. 77 Name and Address of Beneficial Owner Number (1) of Company Common Shares Percentage of Company Common Shares Company Officers, Directors and 5% Holders Parties to our shareholders agreement as a group (2) 28,014,707 45 % CVC (3) 12,999,672 21 % Blackstone (4) 10,914,696 17 % Cannae (5) 2,462,237 4 % FNF Holders (6) 3,750,000 6 % William P.

Other PSFE 10-K year-over-year comparisons