M&A - Flywire Corp

Form Type: 8-K

Filing Date: 2025-02-25

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525035188

Filing Summary: On February 24, 2025, Flywire Corporation entered into a Purchase and Sale Agreement with S Legacy Holdco, Inc., acquiring all issued and outstanding interests of Sertifi LLC for $330 million in cash, subject to post-closing adjustments, with additional contingent consideration of up to $10 million based on certain milestones. Flywire also agreed to grant $10 million in restricted stock units to Sertifi's continuing employees. The completion of the acquisition made Sertifi a wholly owned subsidiary of Flywire, with financing sourced from cash reserves and part of a $125 million loan. The agreement includes customary representations, warranties, and a representations and warranties insurance policy for protection against breaches. Concurrently, Flywire initiated an operational review and announced a restructuring plan resulting in a 10% workforce reduction, estimating $7-9 million in related charges, and held a conference call regarding its preliminary financial results for 2024.