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Investors who held Foley Trasimene Acquisition Corp. II Class A common stock as of March 23, 2021, and did not redeem all of their shares in connection with its merger with Paysafe Payment Processing Solutions may be eligible to claim a cash payment from a class action settlement.
Trasimene Capital FT LP II, Trasimene Capital Management LLC, William P. Foley II and four other individual defendants agreed to pay $59.5 million to settle a stockholder class action lawsuit alleging they impaired FTAC II Class A stockholders' right to make an informed redemption decision before the merger.
Who can file a claim?
The settlement includes all persons who held FTAC II Class A common stock as of March 23, 2021, either of record or beneficially, and who were entitled to but did not redeem all of their shares.
Additional details
- Both individuals and entities can be class members.
- Heirs and successors who obtained shares by operation of law are class members.
- The actual beneficial owner or a legal representative must submit the claim.
- Joint owners must each sign the claim form.
- Executors, administrators, guardians, conservators and trustees may submit claims on behalf of others and must provide proof of authority.
- Each separate legal entity must submit only one claim.
- The class is a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), meaning class members cannot exclude themselves from the settlement.
How much is the securities payout?
The total settlement fund is $59,500,000. The amount each class member will receive depends on several factors:
- The number of valid claims submitted
- The number of eligible shares held as of March 23, 2021
- Whether and when the class member sold shares
- The total losses of all claimants
The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation:
- The settlement administrator will calculate a total loss for each eligible share held as of the close of trading on March 23, 2021, using the court-approved plan of allocation:
- Each formula uses the $10 redemption price and adds a nominal amount of $0.10 per share.
- For shares sold after March 23, 2021, and before the close of trading on Feb. 15, 2023, for less than $10, the total loss is $10 minus the sale price plus $0.10.
- For shares sold in that same period for $10 or more, the total loss is $0.10.
- For shares held through the close of trading on Feb. 15, 2023, the total loss is $10 minus $1.96, the closing price of Paysafe common stock that day, plus $0.10.
- Shares redeemed in connection with the merger have no total loss.
- The settlement administrator will set any total loss that calculates to a negative number to zero.
- Each claimant's payment equals their total loss divided by the combined total losses of all claimants times the net fund.
- Class members whose payment would be less than $10 will not receive a payout.
How to claim an FTAC II stockholder class action settlement payment
Class members may file a claim online or download, print and complete the PDF claim form and mail it to the settlement administrator. The claim deadline is Jan. 7, 2027.
Settlement administrator's mailing address: FTAC II Stockholder Settlement, c/o JND Legal Administration, P.O. Box 91227, Seattle, WA 98111
Proof or documentation required to submit a claim
All class members must provide the last four digits of their Social Security number or taxpayer identification number. They must also provide holdings and transaction information, including:
- Number of FTAC II Class A shares held as of March 23, 2021
- Trade dates for purchases and sales from March 23, 2021, through Feb. 15, 2023
- Number of shares purchased, acquired or sold
- Total purchase, sale or acquisition price
- Number of Paysafe shares held as of Feb. 15, 2023
Class members must also provide documentation to support their holdings and transactions. Acceptable proof includes:
- Broker confirmation slips
- Broker statements
- Other documents showing the class member's holdings and transactions
Payout options
- Physical check
- Electronic payment
$59.5 million settlement fund
The $59,500,000 settlement fund includes:
- Settlement administration costs: To be determined
- Attorneys' fees: Up to $17,850,000
- Attorneys' expenses: To be determined
- Service awards to plaintiffs: Up to $30,000 total
- Payments to eligible class members: Remainder of the fund
Important dates
- Fairness hearing: Dec. 8, 2026
- Deadline to file a claim: Jan. 7, 2027
When is the FTAC II stockholder class action settlement payout date?
The settlement administrator will issue payments after it processes all claims and the court resolves any appeals and grants final approval of the settlement.
Why did this class action settlement happen?
The class action lawsuit alleged FTAC II's sponsor, directors and officers put their own interests ahead of public stockholders, ignored red flags about Paysafe and issued misleading disclosures supporting the merger. The plaintiffs claimed these breaches of fiduciary duty dissuaded stockholders from redeeming their shares for about $10 each.
The defendants denied all allegations of wrongdoing but agreed to settle to avoid the burden, expense, inconvenience and distraction of continued litigation.
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