8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 19, 2012

Universal Business Payment Solutions Acquisition Corporation

 (Exact Name of Registrant as Specified in Charter)

Delaware	001-35170	90-0632274
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Radnor Financial Center 150 North Radnor-Chester Road, Suite F-200 Radnor, PA	19087
(Address of Principal Executive Offices)	(Zip Code)

(610) 977-2482

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name of Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On July 6, 2012, Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (“UBPS”), entered into the Agreement and Plan of Merger, by and among UBPS, JP Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of UBPS, JetPay, LLC, a Texas limited liability company (“JetPay”), and WLES, L.P., a Texas limited partnership and Trent Voigt (the “JetPay Agreement”), in connection with the acquisition of JetPay and certain affiliated entities.

A current report on Form 8-K describing the JetPay Agreement was filed by UBPS on July 9, 2012.

On November 19, 2012, UBPS entered into the Second Amendment to the JetPay Agreement (the “Amendment”), pursuant to which the relevant parties amended two provisions of the JetPay Agreement. First, the provision obligating UBPS to pay $5,000,000 in cash upon a consummation of a redemption of the UBPS public warrants was amended so that such consideration is now payable if and when the trading price of the common stock of UBPS is at least $9.50 per share for any 20 trading days out of a 30 trading day period.

Second, the Amendment changed the date on which both parties could terminate the agreement if the closing of the transaction has not occurred by such date from November 15, 2012 to December 31, 2012.

The description of the Amendment is qualified in its entirety by reference to the full text of each of the Amendment, which is attached hereto as Exhibit 2.1 and incorporated by reference herein. You are urged to read the Amendment in its entirety.

Item 8.01. Other Information

Attached hereto as Exhibit 99.1 to this Current Report is the form of presentation that UBPS expects to use in connection with the proposed transaction. Exhibit 99.1 is incorporated by reference herein.

Additional Information and Where to Find It

In connection with the JetPay Agreement, UBPS filed a definitive proxy statement and other relevant documents concerning the transaction with the Securities and Exchange Commission (“SEC”) on November 13, 2012. The definitive proxy statement has been mailed to stockholders of UBPS. Investors and stockholders of UBPS are urged to read the definitive proxy statement and other relevant documents when they become available because they will contain important information about the transactions. Copies of these documents may be obtained free of charge by making a request to UBPS in writing to UBPS, 150 North Radnor-Chester Road, Suite F-200, Radnor, PA 19087. In addition, documents filed with the SEC by UBPS may be obtained free of charge at the SEC’s website at www.sec.gov or by clicking on “SEC Filings” or on UBPS’s website at www.ubpsac.com.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
2.1	Second Amendment to Agreement and Plan of Merger, dated as of November 19, 2012, by and among UBPS and JetPay.
99.1	Investor presentation in connection with the proposed transaction

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 19, 2012

UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION
By:	/s/ Bipin C. Shah
	Name: Bipin C. Shah
	Title: Chairman and Chief Executive Officer

EX-2.1

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into between Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (“Parent”), and JetPay, LLC, a Texas limited liability company (“Seller”), effective as of November 19, 2012.

RECITALS

WHEREAS, Parent and Seller are parties to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated July 6, 2012, by and among Parent, JP Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, Seller, WLES, L.P., a Texas limited partnership and Trent Voigt.

WHEREAS, in accordance with Section 10.15, the parties wish to amend the Merger Agreement as set forth herein.

NOW, THEREFORE, in consideration of the covenants and conditions set forth herein, the parties, intending to be legally bound, hereby agree as follows:

1. Amendments.

i. Section 2.9(a) of the Merger Agreement is hereby amended by deleting such section in its entirety and substituting therefor the following:

(a) $5,000,000 in cash (the “Contingency Cash Merger Consideration”), if on or prior to the fifth anniversary of the Closing Date (the “Forfeiture Date”), the Trading Price of the Parent Common Stock is at least $9.50 per share for any 20 Trading Days within a 30 Trading Day period; and

ii. Section 8.1(b) of the Merger Agreement is hereby amended by deleting such section in its entirety and substituting therefor the following:

(b)  by either Parent or Seller, if the Closing has not occurred on or before December 31, 2012 (the “Outside Date”)); provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date

2. Recitals, Definitions. The recitals are incorporated herein by reference. Any capitalized term not defined herein shall have the meaning ascribed to such term in the Merger Agreement.

3. Ratification. In all respects not inconsistent herewith, the parties hereto ratify, affirm, and republish the Merger Agreement.

4. Conflict with the Merger Agreement. Except as set forth herein, all other provisions of the Merger Agreement shall remain in full force and effect. To the extent any provision of this Amendment is inconsistent with the Merger Agreement, this Amendment will govern and control.

5. Binding Effect. Except as otherwise provided in this Amendment to the contrary, this Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.

7. Counterparts. This Amendment may be executed in two or more counterparts for the convenience of the parties hereto, each of which shall be deemed an original and all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or portable document format shall be effective as delivery of a mutually executed counterpart to this Amendment.

IN WITNESS WHEREOF, and intending to be legally bound, the undersigned have signed this Amendment as of the date first written above.

UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION
By:	/s/ Bipin C. Shah
Name: Title:	Bipin C. Shah Chief Executive Officer
JETPAY, LLC
By:	/s/ Trent Voigt
Name: Title:	Trent Voigt CEO

EX-99.1

UNIVERSAL BUSINESS PAYMENTS SOLUTIONS ACQUISITION CORP. $179 Million Business Combination with Electronic Merchant Systems JetPay LLC AD Computer Investor Update Presentation – November 2012

2 UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION Disclaimer This presentation is being presented by Universal Business Payment Solutions Acquisition Corporation (“UBPS”) . Neither UBPS nor any of its respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this presentation . The sole purpose of the presentation is to assist persons in deciding whether they wish to proceed with a further review of the proposed transaction discussed herein and is not intended to be all - inclusive or to contain all the information that a person may desire in considering the proposed transaction discussed herein . It is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction . This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions . This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction . No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933 , as amended .

3 UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION Forward Looking Statements This presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 . UBPS’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events . Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward - looking statements . These forward - looking statements include, without limitation, UBPS’s expectations with respect to future performance and anticipated financial impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction, and the timing of the completion of the proposed transaction . These forward - looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results . Most of these factors are outside UBPS’s control and are difficult to predict . Factors that may cause such differences include, but are not limited to, those described under the heading “Risk Factors” in UBPS’s final prospectus, dated May 9 , 2011 . Other factors include the possibility that the transactions contemplated by a potential transaction agreement do not close, including due to the failure of certain closing conditions . UBPS cautions that the foregoing list of factors is not exclusive . Additional information concerning these and other risk factors is contained in UBPS’s most recent filings with the Securities and Exchange Commission . All subsequent written and oral forward - looking statements concerning UBPS, a potential transaction agreement, the related transactions, or other matters and attributable to UBPS or any person acting on its behalf, are expressly qualified in their entirety by the cautionary statements above . UBPS cautions readers not to place undue reliance upon any forward - looking statements, which speak only as of the date made . UBPS does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward - looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based .

4 UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION Transaction Overview  UBPS will acquire three operating companies – Transaction consideration consists of: – $104mm in cash – 6.3mm UBPS shares ($38mm valuation @ $6 per share) – Future guarantee payments totaling $12mm ($10mm due on 18 month anniversary of closing and $2mm due on two year anniversary)  Compelling transaction valuation – 6.7x 2013E EBITDA and 9.7x 2013E net income versus comps of 8.6x and 16.5x ▪ Represents discount of 23% to EBITDA multiple and 41% to net income multiple  Superior growth to peers and natural inflation hedge – $55mm float and merchant pricing based on transaction size will increase revenues  Recent transactions show value of platforms – Vantiv acquisition of Litle at 6.0x revenues, Cielo acquisition of Merchant e - Solutions at 5.4x revenues Expected to result in a well capitalized company poised to grow and consolidate fragmented industry

5 UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION Transaction Update Anticipated Sources of Funds  UBPS anticipates the cash sources of funds totaling $120mm to close its pending business combination will be approximately as follows: – Bank financing – term loans totaling $44mm from individual targets at weighted average interest rate of approximately 4.6% – Issuance of $40mm of convertible preferred stock to Abry Partners ▪ $6.90 conversion price ▪ 12% PIK dividend – Trust Proceeds - $36mm Warrant Exchange  In conjunction with the closing, UBPS is exchanging 1 share of its common stock for every 7.5 warrants outstanding – Eliminates warrant overhang of 19mm warrants – 2.5mm shares of common stock to be issued

6 UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION Transaction Valuation and Ownership (1) Includes $10 million EMS Escrow 26% 10% 28% 25% 11% Diluted Ownership Public Shareholders UBPS Management Target Companies Convertible Preferred Warrant Holders Transaction Valuation Total Basic Shares 17,032,386 Per Share Held in Trust $6.08 Equity Value $103,556,907 Bank debt $44,000,000 Guaranteed Payments $12,000,000 Convertible Preferred $40,000,000 Cash (1) ($12,000,000) Implied Enterprise Value $187,556,907 Implied Multiples 2013 TEV/EBITDA 6.7x P/E 9.7x

7 UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION Comparable Companies EBITDA and Price to Earnings Multiples Note: All data as of November 12, 2012 Source: CapitalIQ ▪ Other publicly traded companies in the business processing industry include: ― Automatic Data Processing, Inc. (ADP) ― Global Payments Inc. (GPN) ― Heartland Payment Systems, Inc. (HPY) ― Paychex, Inc. (PAYX) ― Total System Services, Inc. (TSS) ― Vantiv , Inc. (VNTV) ▪ 6.7x 2013 EBITDA and 9.7x 2013E net income versus comps of 8.6x and 16.5x 6.7x 11.6x 6.5x 6.9x 11.6x 7.7x 7.4x 0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x UBPS ADP GPN HPY PAYX TSS VNTV TEV/EBITDA 2013E 9.7x 19.9x 12.1x 14.3x 20.9x 17.1x 14.5x 0.0x 5.0x 10.0x 15.0x 20.0x 25.0x 30.0x UBPS ADP GPN HPY PAYX TSS VNTV P/E 2013E

8 UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION Comparable Companies EBITDA Metrics Note: All data as of November 12, 2012 Source: CapitalIQ (1) UBPS EBITDA data is actual full year 2011 24.3% 22.3% 22.8% 5.7% 42.6% 25.0% 27.0% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% UBPS (1) ADP GPN HPY PAYX TSS VNTV LTM EBITDA Margins 28.3% - 0.4% 2.3% 10.6% 2.1% 11.1% 3.2% - 5.0% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% UBPS (1) ADP GPN HPY PAYX TSS VNTV EBITDA CAGR (LTM - 2013E) 6.7x 2013E EBITDA versus comps of 8.6x 6.7x 11.6x 6.5x 6.9x 11.6x 7.7x 7.4x 0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x UBPS ADP GPN HPY PAYX TSS VNTV TEV/EBITDA 2013E

9 UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION Pro Forma Combined Financials 58% 25% 17% 2012 Revenue EMS JetPay AD Computer 59% 25% 16% 2012 EBITDA EMS JetPay AD Computer $0 $20,000,000 $40,000,000 $60,000,000 $80,000,000 $100,000,000 $120,000,000 $140,000,000 2009A 2010A 2011A 2012E 2013E 2014E Revenue Growth $0 $5,000,000 $10,000,000 $15,000,000 $20,000,000 $25,000,000 $30,000,000 $35,000,000 $40,000,000 $45,000,000 2009A 2010A 2011A 2012E 2013E 2014E EBITDA Growth

10 UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION Historical Financial Summary Financial Summary ($ in thousands) 2009A 2010A 2011A 2012E 2013E 2014E Revenue (1) $50,742 $61,708 $70,058 $77,388 $96,150 $131,225 % Growth - 21.6% 13.5% 10.5% 24.2% 36.5% Gross Profit $35,177 $41,870 $47,270 $51,470 $61,747 $76,676 % Margin 69.3% 67.9% 67.5% 66.5% 64.2% 58.4% EBITDA (2) $7,861 $12,025 $17,059 $18,645 $28,134 $39,541 % Margin 15.5% 19.5% 24.3% 24.1% 29.3% 30.1% Net Income $4,387 $7,068 $10,204 $8,220 $14,724 $22,301 % Margin 8.6% 11.5% 14.6% 10.6% 15.3% 17.0% Plus: After Tax Savings from New Credit Facility $715 $715 Less: PIK (Non-Cash Dividend) $4,800 $5,376 Pro Forma Net Income $10,639 $17,640 % Margin 11.1% 13.4% (1) Cumulative revenue projections from add-on acquisitions in 2013 and 2014 are $6.0 million and $24.2 million, respectively (2) Cumulative EBITDA projections from add-on acquisitions in 2013 and 2014 are $1.8 million and $7.6 million, respectively

11 UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION Sources and Uses of Capital Cash Sources and Uses at Closing ($ in thousands) Cash Sources Cash Held in Trust $36,000 Convertible Preferred $40,000 Term Loan $44,000 Total Cash Sources $120,000 Cash Uses AD Computer Acquisition $16,000 EMS Acquisition $60,000 JetPay Acquisition $28,000 EMS Escrow $10,000 Estimated Fees and Expenses $4,000 Working Capital $2,000 Total Cash Uses $120,000