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): December 20, 2017

FINTECH ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

Delaware	001-37986	47-4219082
(State or other jurisdiction of  incorporation or organization)	(Commission File Number)	(I.R.S. Employer  Identification Number)

2929 Arch Street, Suite 1703 Philadelphia, PA	19104
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (215) 701-9555 

Not Applicable 

(Former name or 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 to the registrant under any of the following provisions:

☐ 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 (17 CFR 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Item 7.01 Regulation FD Disclosure.

As previously announced, on December 19, 2017, FinTech Acquisition Corp. II (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, FinTech II Merger Sub Inc., a direct wholly-owned subsidiary of the Company (“Merger Sub 1”), FinTech II Merger Sub 2 LLC, a direct wholly-owned subsidiary of the Company (“Merger Sub 2” and together with Merger Sub 1, the “Merger Subs”), Intermex Holdings II, Inc. (“Intermex”) and SPC Intermex Representative LLC (the “Representative”), which provides for the acquisition of Intermex by the Company pursuant to the proposed merger of Merger Sub 1 with and into Intermex with Intermex continuing as the initial surviving entity (the “First Merger”), immediately following which the initial surviving entity will be merged (the “Second Merger,” and together with the First Merger, the “Merger”) with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity and a direct wholly owned subsidiary of the Company.

Attached hereto as Exhibit 99.l and incorporated into this Item 7.01 by reference is the transcript from the conference call regarding the Merger conducted by senior management of the Company and Intermex for existing and potential stockholders of the Company on December 20, 2017. 

The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Additional Information About the Transaction and Where to Find It

The Company intends to file with the SEC a Registration Statement on Form S-4, which will include a preliminary proxy statement/prospectus of the Company, in connection with the Merger and will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with the Company’s solicitation of proxies for its stockholders’ meeting to be held to approve the Merger because the proxy statement/prospectus will contain important information about the Company, Intermex and the Merger. The definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record date to be established for voting on the Merger. Stockholders will also be able to obtain copies of the Registration Statement on Form S-4 and the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: FinTech Acquisition Corp. II, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, Attn: James J. McEntee, III.

Participants in Solicitation

The Company and its directors and officers may be deemed participants in the solicitation of proxies of the Company’s stockholders with respect to the approval of the Merger. Information regarding the Company’s directors and officers and a description of their interests in the Company is contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the SEC, and will also be contained in the Registration Statement on Form S-4 and the definitive proxy statement/prospectus for the Merger when available. Each of these documents is, or will be, available at the SEC’s website or by directing a request to the Company as described above under “Additional Information About the Transaction and Where to Find It.”

In connection with the Merger, at any time prior to the special meeting to approve the Merger, certain existing Company stockholders, which may include certain of the Company’s officers, directors and other affiliates, may enter into transactions with stockholders and other persons with respect to the Company’s securities to provide such investors or other persons with incentives in connection with the approval and consummation of the Merger. While the exact nature of such incentives has not yet been determined, they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal prices or prices other than fair market value. These stockholders will only effect such transactions when they are not then aware of any material nonpublic information regarding the Company, Intermex or their respective securities.

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe", “could”, “continue”, "expect", "estimate", “may”, "plan", "outlook", “future” and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to our future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning the timing of the Merger; the business plans, objectives, expectations and intentions of the public company once the transaction is complete, and Intermex’s estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on the Company’s or Intermex’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events.

1

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s or Intermex’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of the Company or other conditions to closing in the Merger Agreement; (3) the ability of the public entity to meet NASDAQ’s listing standards following the Merger; (4) the risk that the proposed transaction disrupts current plans and operations of Intermex as a result of the announcement and consummation of the transactions described herein; (5) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers and agents and retain its management and key employees; (6) costs related to the proposed business combination; (7) changes in applicable laws or regulations; and (8) the possibility that Intermex may be adversely affected by other economic, business, regulatory and/or competitive factors. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s most recent annual report on Form 10-K, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov, and will also be provided in the Registration Statement on Form S-4 and the Company’s proxy statement/prospectus when available. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and the Company and Intermex undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Disclaimer

This communication shall neither 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 jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Transcript of Investor Call

2

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.

	FINTECH ACQUISITION CORP.  II
Dated: December 20, 2017	By:	/s/ James J. McEntee, III
	Name:	James J. McEntee, III
	Title:	Chief Financial Officer

3

EX-99.1

Exhibit 99.1

FINTECH ACQUISITION CORPORATION II AND INTERMEX HOLDINGS II, INC.
PROPOSED BUSINESS COMBINATION

Transcript for Investor Call

December 20, 2017

11:00am ET

Operator:

Ladies and gentlemen, thank you for standing by. Welcome to the FinTech Acquisition Corporation II and Intermex Holdings II, Inc. announced proposed business combination call.

During the presentation, all participants will be in a listen only mode. If at any time during the conference you need to reach an operator, please press Star 0. As a reminder, this conference is being recorded.

I would now like to turn the conference over to Betsy Cohen, Chairman of the Board of Directors at FinTech Acquisition Corporation II.

Betsy Cohen:

Thank you, Tony, and good morning everyone. Thanks for joining our call to discuss our transaction with Intermex Wire Transfer. Headquartered in Miami, Florida. Intermex Wire Transfer is a technology enabled wire transfer and financial processing solutions provider.

I am pleased to be joined today by Bob Lisy, CEO of Intermex, and Intermex’s Chief Sales and Marketing Officer, Randy Nilsen.

Before we continue, on today’s conference call we will be discussing EBITDA or adjusted EBITDA, a non-GAAP financial measure. Please note cautionary statements about these terms in our press release. We will be filing our proxy shortly and encourage you to review it. In addition, we’ll be making numerous forward-looking statements and I will remind everyone that actual results could differ materially from those forward-looking statements for a variety of reasons, many of which are beyond our control. Except, as expressly required by law, we take no obligation to correct or update these forward-looking statements whether as a result of new information, future events or otherwise. We refer everyone to our more robust forward-looking statements disclaimer in the press release and filings

Those of you with whom we have met either to make a presentation of this company or in our IPO earlier this year may remember what we told you we would try to achieve. We said that we would partner with a world-class management team with a proven track record of driving revenue growth, enhancing profitability and creating value for stockholders. We said we would acquire a business that has a history of strong, stable free cash flow, with predictable and recurring revenue streams. We also said we would acquire a business that has a leading or niche market position that demonstrates advantages when compared to their competitors.

Well, I’m pleased to say that we have delivered on all of these accounts; Intermex checks all of these boxes. We are partnering with a truly outstanding management team and a company that is positioned to grow earnings rapidly in an industry which we can continue to be added-value partners. Bob Lisy and his senior management team have increased EBITDA from his initial year as CEO in 2009 to 2017 by more than a 40% Compounded Annual Growth rate. The proprietary technology platform developed by the company to deliver remittance and money transfers has assured state of the art service quality. The continued expansion of online capacity, loyalty cards, and a unique processing service, CheckDirect, will enable the company to increase its margins. Additionally, Intermex is well positioned to implement its business to business product suite over the coming year. Already a leader in the major markets of Latin America, Guatemala and Mexico, Intermex has the opportunity to broaden its geographic reach.

We are presenting our investors with an exceptional opportunity to invest at a compelling valuation. We believe this transaction has many characteristics of a previous transaction between FinTech Acquisition Corp. and CardConnect. Intermex is a high-growth business with 2018 EBITDA growth expected to increase over 18% over 2017, with an enterprise value of approximately $365 million. This management team has a big vision for where the company should go and the talent to execute that vision.

With that, I turn it over to Bob.

Bob Lisy:

Thank you, Betsy.

Good morning everyone. Some of you may know us from our history in the industry, for those who do not I would like to provide some background on Intermex and how we got to where we are today.

2

Intermex is a leading provider of money transfer services in the large and growing U.S. to Latin America and Caribbean corridor. We utilize a proprietary, technology enabled platform to deliver differentiated financial services to our customers. The company’s sending agent network consists of more than 5,000 agents sending roughly $6.7 billion of remittances in 2017 to Mexico, Guatemala, El Salvador, Honduras, and 13 other Latin American countries.

Intermex was founded in 1994 and in its early years a great deal of focus was placed on growing the business through expansion in the southeastern states, the opening of call centers in Mexico and Guatemala, and an investment in our technology infrastructure. I joined the organization in 2009. I saw an opportunity in the market for our Company to differentiate itself by placing the customer at the center of everything we do. We began the process of a business model shift focusing on more efficient agents and profitability while delivering superior customer service.

Since that point in time we have experienced tremendous growth which has positioned us as a leader in wire transfers to Latin America, particularly in the largest remittance corridor in the world, the U.S. to Mexico. We have also expanded our licenses beyond the Southeastern U.S. now operating in 49 states, Washington D.C. and Puerto Rico. Throughout this expansion we have focused on strengthening our relationships with sending agents, payers and depository banks. These actions have produced lower costs, higher customer satisfaction and lower working capital needs. This has resulted in significant and sustained market share gains and excess growth relative to industry peers.

Today we operate with both an online and retail presence with over 5,000 retail origination points and 33 company owned stores throughout the United States. Our industry leading, highly-scalable technology platform enables sender transactions to be completed in half the time of most competitors and has demonstrated a 99.95% historical uptime. Our unique, fully-integrated processing services allows the agents to offer more services and reduces their bank fees. Additionally, our highly complex and rigorous compliance process ensure we screen each transaction real time for both Anti-money Laundering and the Office of Foreign Asset Control, or OFAC triggers. Our unique approach to the market, coupled with our proprietary infrastructure has driven organic revenues and adjusted EBITDA at a Compound Annual Growth Rate of 32% and 35%, respectively, from 2015 through our 2017 year-end-projections.

Our new capital structure will support our opportunistic growth strategy and our development of new products and technology, which will continue to help scale our business. We are pleased to augment our existing board of directors with two new members: former Deloitte & Touche LLP partner Mike Purcell, a financial expert as defined under the applicable NASDAQ and SEC rules, and Kurt Holstein, President of Azoic Ventures, Inc. Additionally, FNTE has the right to appoint one independent board observer. Further to that, our executive team has over 110-years of combined industry experience. We are very excited about the growth opportunities in front of us.

With that, I’ll turn it over to Randy Nilsen, Intermex’s Chief Sales and Marketing Officer.

3

RANDY

Thanks, Bob.

The results referenced by Bob are a direct result of our disciplined and systematic sales strategy which is centered on agent productivity.

Over the past seven years we have delivered a Compounded Annual Growth Rate of 12% growing our agent network to over 5,000 points of distribution. To my previous point regarding agent productivity and perhaps even more important is that the average number of wires sold per agent has doubled during that same time period. We attribute these results to focusing our sales acquisition efforts on agents having both solid wire volume and high growth potential in targeted geographical areas with strong foreign born populations.

Additionally, our industry leading customer loyalty program drives more engaged and loyal customers which has resulted in increased frequency of sales per customer. This program successfully drives both consumer and agent preference for Intermex.

Looking forward there are several exciting growth opportunities in the forms of new products and services, expanded operating geographies, penetration of our proprietary processing capabilities and further expansion of our online business.

In closing please let me restate that it is with great enthusiasm and anticipation that we enter into this relationship.

Both Bob and I look forward to meeting with you in the coming weeks and are confident that this will be mutually beneficial lasting partnership.

Thanks to each of you for joining us this morning. I will now turn the call back to our operator.

Operator:

Thank you, ladies and gentlemen. That does conclude the conference call for today. Thank you for your participation and I ask that you please disconnect…

END

DISCLAIMER

This transcript is being provided for informational purposes and does not constitute an offer to sell, a solicitation of an offer to buy or of a proxy in respect of, or a recommendation in respect of, any securities. It has been prepared to assist interested parties in making their own evaluation with respect to the proposed transaction. The information contained in this transcript is not all-inclusive. Interested parties are referred to the information circular that is expected to be filed in due course in respect of the upcoming Fintech shareholders’ meeting to consider the transaction.

4