Related Party Transaction |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transaction | Related Party Transaction On September 18, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WD Capital Partners Parent Inc., a Delaware corporation (“Parent”), and WD Capital Partners Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Thomas C. Priore, the Company's Chairman and Chief Executive Officer (the “Majority Stockholder”), and certain of his affiliates, control WD Capital Partners Holdings LP (“Ultimate Parent”) and, indirectly, Parent and Merger Sub. As of October 23, 2026, the Majority Stockholder beneficially owned approximately 56.4% of the outstanding shares of the Company's common stock, and the Majority Stockholder together with certain of his affiliates (the “Supporting Stockholders”) beneficially owned approximately 61.4% of the outstanding shares. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of the Company's common stock issued and outstanding immediately prior to the Effective Time, other than (a) shares held by the Company as treasury shares or owned by any direct or indirect wholly owned subsidiary of the Company, (b) shares owned by Parent, Merger Sub or any of their respective affiliates, (c) shares held by the Supporting Stockholders that will be contributed to Ultimate Parent immediately prior to the Effective Time in exchange for equity interests of Ultimate Parent (the “Rollover Shares”) and (d) shares held by stockholders who have properly demanded and not effectively withdrawn or lost their appraisal rights under Section 262 of the Delaware General Corporation Law (the “DGCL”), will be automatically converted into the right to receive $8.05 per share in cash from Parent, without interest and less any applicable withholding taxes (the “Merger Consideration”). The Rollover Shares will be canceled at the Effective Time without conversion into the right to receive the Merger Consideration. At the Effective Time, outstanding Company stock options, restricted stock units and performance stock units (with performance stock units vesting at target) will vest in full and be canceled in exchange for cash based on the Merger Consideration. The Board of Directors formed a special committee consisting solely of independent and disinterested directors (the “Special Committee”) to evaluate and negotiate the Majority Stockholder's proposal. Acting upon the unanimous recommendation of the Special Committee, the Board of Directors (other than Mr. Priore and Mr. Crisafulli, each of whom recused himself) approved the Merger Agreement and resolved to recommend that the Company's stockholders adopt the Merger Agreement. Concurrently with the execution of the Merger Agreement, the Supporting Stockholders entered into a support agreement with the Company, Parent and Ultimate Parent pursuant to which they agreed, among other things, to vote their shares in favor of adoption of the Merger Agreement and to contribute the Rollover Shares to Ultimate Parent. Completion of the Merger is subject to the satisfaction or waiver of specified conditions, including (i) adoption of the Merger Agreement by the holders of a majority of the outstanding shares of the Company's common stock and by the holders of a majority of the votes cast by stockholders unaffiliated with the Majority Stockholder, the Supporting Stockholders, the Company's officers and directors who are not members of the Special Committee, which condition may not be waived, (ii) receipt of required consents of state money transmitter licensing authorities (or implementation of permitted alternative arrangements or license withdrawals), (iii) the absence of any law or order prohibiting the Merger, (iv) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) and (v) the Company's existing credit agreements with Truist Bank and VP Capital, L.P. remaining in full force and effect. The obligations of Parent and Merger Sub are not conditioned on the receipt of financing. Parent has obtained an equity commitment of up to $160.0 million, and the Merger Agreement contemplates that a restricted payment of up to $131.2 million, funded through borrowings under the Company's revolving credit facility and available cash, will be made to the Company at closing. The Company's existing indebtedness is expected to remain outstanding following the Merger. The Merger Agreement contains customary representations, warranties and covenants, including restrictions on the conduct of the Company's business prior to closing, such as limitations on repurchases of Company securities, acquisitions, incurrence of indebtedness and changes to compensation and equity awards. Either party may terminate the Merger Agreement if the Merger is not completed by December 18, 2027. Upon termination under specified circumstances, the Company would be required to pay Parent a termination fee of $15.75 million, or Parent would be required to pay the Company a termination fee of $35.25 million, which is guaranteed, subject to a cap, by the equity financing sources. On October 30, 2026, the Company filed a preliminary proxy statement with the SEC relating to the special meeting of stockholders to vote on the Merger, and the Company, Parent, Merger Sub, Ultimate Parent, its general partner, the Majority Stockholder and the other Supporting Stockholders jointly filed a Transaction Statement on Schedule 13E-3. The Company currently anticipates that the Merger will be completed in the first half of 2027, subject to the satisfaction or waiver of the closing conditions; however, there can be no assurance that the Merger will be completed within that timeframe or at all. If the Merger is completed, the Company's common stock will be delisted from Nasdaq and deregistered under the Exchange Act.
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