UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2018 (July 26, 2018)
INTERNATIONAL MONEY EXPRESS, INC.
(Exact name of registrant as specified in charter)
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Delaware
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001-37986
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47-4219082
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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9480 South Dixie Highway, Miami, FL
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33156
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (305) 671-8000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Introductory Note
On July 26, 2018 (the “Closing Date”), the registrant consummated the previously announced transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 19, 2017, by and among the registrant, FinTech II Merger Sub Inc., a wholly-owned subsidiary of the registrant (“Merger Sub 1”), FinTech II Merger Sub 2 LLC, a wholly-owned subsidiary of the registrant (“Merger Sub 2”), Intermex Holdings II, Inc. (“Intermex”) and SPC Intermex Representative LLC (“SPC Intermex”). The Merger Agreement provided for the acquisition of Intermex by the registrant pursuant to the merger of Intermex with and into Merger Sub 1 (the “First Merger”), with Intermex continuing as the surviving entity, and immediately following the consummation of the First Merger, the merger of Intermex with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity (such merger together with the First Merger, the “Merger”).
In connection with the closing of the Merger (the “Closing”), the registrant changed its name from FinTech Acquisition Corp. II to International Money Express, Inc. and Merger Sub 2 changed its name from FinTech II Merger Sub 2 LLC to International Money Express Sub 2, LLC. Unless the context otherwise requires, “we,” “us,” “our,” and the “Company” refer to the combined company following the Merger, together with its subsidiaries, “FinTech” refers to the registrant prior to the closing of the Merger and “Intermex” refers to Intermex Holdings II, Inc., together with its subsidiaries, prior to the Merger.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On the Closing Date, in connection with the closing of the Merger, all of the units of the Company separated into their component parts of one share of common stock and one half of one warrant to purchase one share of common stock of the Company, and the units ceased trading on The NASDAQ Capital Market.
Item 4.01. Changes in Registrant’s Certifying Accountant.
On the Closing Date, the board of directors of International Money Express, Inc. approved and appointed BDO USA, LLP (“BDO”) as the Company’s registered public accounting firm effective as of the Closing Date for the year ended December 31, 2018. BDO audited the financial statements of Intermex Holdings, Inc. and its subsidiaries as of December 31, 2017 and 2016 and for the periods February 1, 2017 to December 31, 2017 and January 1, 2017 to January 31, 2017 and for the year ended December 31, 2016 appearing in the Prospectus (as defined below).
Item 5.06. Change in Shell Company Status.
As a result of the Merger, the Company ceased to be a shell company as of the Closing Date. The material terms of the Merger are described in the proxy statement/prospectus on Form S-4, filed with the Securities and Exchange Commission on March 27, 2018 and subsequently amended by Amendments No. 1, 2 and 3 thereto, dated May 9, 2018, May 31, 2018 and June 15, 2018, respectively (as amended, the “Prospectus”), in the section entitled “Proposal No. 1—The Merger Proposal—The Merger Agreement” beginning on page 68, which is incorporated by reference herein.
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Item 7.01. Regulation FD Disclosure.
On July 26, 2018, the Company issued a press release announcing the closing of the Merger. The Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference into this Item 7.01.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in this Item 7.01 will not be incorporated by reference into any registration statement filed by the Company under the Securities Act unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a determination or admission by the Company that this information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The exhibits filed as part of this Current Report on Form 8-K are listed in the index to exhibits immediately preceding the signature page to this Current Report on Form 8-K, which index to exhibits is incorporated herein by reference.
EXHIBIT INDEX
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Exhibit No.
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Description
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Press Release of International Money Express, Inc., dated July 26, 2018.
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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.
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INTERNATIONAL MONEY EXPRESS, INC.
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Dated: August 1, 2018
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By:
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/s/ Robert Lisy
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Name:
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Robert Lisy
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Title:
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President and Chief Executive Officer
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Exhibit 99.1
Intermex Completes Merger with FinTech Acquisition Corp. II
MIAMI, FL – July 26, 2018: FinTech Acquisition Corp. II (NASDAQ: FNTE) ("FNTE") today announced that it completed the previously announced merger transaction with Intermex Holdings II, Inc. (the “Merger”), the parent company of Intermex® Wire Transfer, LLC, a technology enabled wire transfer and financial processing solutions provider. The transaction was approved by a vote of FNTE’s stockholders on July 20, 2018. FNTE’s Board of Directors had previously approved the Merger and recommended that FNTE’s stockholders vote in favor of the Merger. Intermex’s Board of Directors and stockholders had also previously approved the Merger.
The merged company will be renamed International Money Express, Inc. and will be listed on the Nasdaq Stock Market. Its common stock and warrants will begin trading on July 27, 2018 on the NASDAQ Stock Market under the symbols “IMXI” and “IMXIW,” respectively.
Bob Lisy, President, Chairman and Chief Executive Officer stated “We are extremely excited to be a public company. This merger creates additional opportunities for continued growth through our core business as well as new products and acquisitions. We expect our retail agent network in the US to continue to deliver exceptional growth, augmented by the further development of our online services, loyalty cards and scalable proprietary processing capacity. Following our strong performance through the second quarter, we are pleased to increase our Adjusted EBITDA projections to a range of $42 million to $44 million for 2018.”
Betsy Cohen, previously the chairman of the board of FNTE, commented, “We are delighted to partner with Bob and his team at Intermex, a leading provider of money transfer services to the Latin America corridor. The Intermex team has driven both growth and profitability, with remittance transaction growth of 71% from 2015 to 2017, and delivered compounded annual growth of Adjusted EBITDA of approximately 38.5% from 2013 to 2017. As a public company, Intermex has the ability to reduce its cost of capital, create a currency for acquisitions, and increase visibility with customers and agents.”
Mr. Lisy leads an experienced Intermex management team, many of whom have extensive backgrounds in the remittance industry, including Randy Nilsen, Chief Sales and Marketing Officer, Jose Perez-Villarreal, Chief Administrative and Compliance Officer, Eduardo Azcarate, Chief Business Development Officer, William Velez, Chief Information Officer and Tony Lauro II, Chief Financial Officer, who recently joined the company from Cognical, Inc. and was previously Chief Financial Officer of the Merchant Services division of JP Morgan Chase. For more information on the Intermex management team, visit investors.intermexonline.com.
Advisors
Cantor Fitzgerald & Co., JMP Securities and Northland Securities, Inc. acted as Capital Markets Advisors to FTNE; JMP Securities also acted as Financial Advisor to FNTE; and Ledgewood acted as legal counsel to FNTE. Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal counsel to Intermex in this transaction. Brenner Kaprosy Mitchell, LLP is acting as legal counsel to Intermex's management in this transaction.
About International Money Express
At International Money Express (NASDAQ: IMXI), the customer is at the center of everything we do. We use a proprietary financial technology that enables consumers to send money from the United States to 17 countries in Latin America and the Caribbean, including Mexico and Guatemala. We offer wire transfer and other processing services to our customers through our network of 85,000 sending and paying agents located in all 50 states, the District of Columbia and Puerto Rico, and throughout Latin America. Our services are also available digitally through intermexonline.com. We were founded in 1994 and are headquartered in Miami, Florida with offices in Puebla, Mexico, and Guatemala City, Guatemala.
Forward-Looking Statements
This press release 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 business plans, objectives, expectations and intentions of the public company after the completion of the Merger, and Intermex’s estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on Intermex’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events.
Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Intermex’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in FNTE’s most recent annual report on Form 10-K and 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 in the registration statement on Form S-4 and FNTE’s proxy statement/prospectus. 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 Intermex undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Relations:
Sloan Bohlen, Solebury Trout
investors@intermexonline.com
305-671-8056