Filing Details
- Accession Number:
- 0001193125-18-305394
- Form Type:
- 13D Filing
- Publication Date:
- 2018-10-23 17:04:06
- Filed By:
- Flexpoint Fund Ii, L.p.
- Company:
- Jetpay Corp (NASDAQ:JTPY)
- Filing Date:
- 2018-10-23
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Flexpoint Fund II | 0 | 11,959,920 | 0 | 11,959,920 | 11,959,920 | 43.5% |
| Flexpoint Management II | 0 | 11,959,920 | 0 | 11,959,920 | 11,959,920 | 43.5% |
| Flexpoint Ultimate Management II | 0 | 11,959,920 | 0 | 11,959,920 | 11,959,920 | 43.5% |
| Donald J. Edwards | 0 | 11,959,920 | 0 | 11,959,920 | 11,959,920 | 43.5% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
JetPay Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
477177109
(CUSIP Number)
Charles E. Glew
Steven M. Michienzi
Flexpoint Fund II, L.P.
Flexpoint Ford, LLC
676 N. Michigan Ave., Suite 3300
Chicago, Illinois 60611
(312) 327-4525
Copy to:
James S. Rowe
Mark A. Fennell, P.C.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
(312) 862-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 19, 2018
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 477177109 | SCHEDULE 13D | Page 2 of 8 |
| 1 | NAMES OF REPORTING PERSON:
Flexpoint Fund II, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
26-2377163 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (1) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY:
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER:
0 | ||||
| 8 | SHARED VOTING POWER:
11,959,920 shares of Common Stock (as defined below) issuable upon conversion of
99,666 | |||||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||||
| 10 | SHARED DISPOSITIVE POWER:
11,959,920 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock. | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11,959,920 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock. | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
43.5% (3)(4) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN | |||||
| (1) | Box (a) is checked with respect to the relationship of the Reporting Persons and Sundara Investment Partners, LLC, a Delaware limited liability company (Sundara), as described in Item 4 and footnote (4) below. |
| (2) | The Series A Preferred Stock is convertible into Common Stock. The calculation of shares of Common Stock is based on the number of shares of Series A Preferred Stock issued (99,666), multiplied by $300 (the purchase price per share of the Series A Preferred Stock) and divided by the applicable conversion price of $2.50, which is subject to adjustment in certain circumstances. |
| (3) | The calculation of the foregoing percentage is based on an aggregate of 27,484,690 shares of Common Stock outstanding, consisting of 15,524,770 shares of Common Stock outstanding as of October 18, 2018, plus an additional 11,959,920 shares of Common Stock issuable upon conversion of the Series A Preferred Stock beneficially owned by the Reporting Persons. |
| (4) | As a result of the entry by the Investor (as defined below) into the Amended and Restated Securities Purchase Agreement described in Item 4, the Reporting Persons may be deemed to be the beneficial owners of the shares of Series A Preferred Stock owned by Sundara and the shares of Common Stock into which such shares of Series A Preferred Stock owned by Sundara may be converted; however, the Reporting Persons disclaim beneficial ownership of all securities owned by Sundara. Based on information provided to the Reporting Persons, Sundara beneficially owns 33,667 shares of Series A Preferred Stock, which are convertible into 4,040,040 shares of Common Stock. |
| CUSIP No. 477177109 | SCHEDULE 13D | Page 3 of 8 |
| 1 | NAMES OF REPORTING PERSON:
Flexpoint Management II, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
26-2370850 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (1) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY:
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER:
0 | ||||
| 8 | SHARED VOTING POWER:
11,959,920 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock. (2) | |||||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||||
| 10 | SHARED DISPOSITIVE POWER:
11,959,920 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock. | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11,959,920 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock. | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
43.5% (3)(4) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN | |||||
| (1) | Box (a) is checked with respect to the relationship of the Reporting Persons and Sundara, as described in Item 4 and footnote (4) below. |
| (2) | The Series A Preferred Stock is convertible into Common Stock. The calculation of shares of Common Stock is based on the number of shares of Series A Preferred Stock issued (99,666), multiplied by $300 (the purchase price per share of the Series A Preferred Stock) and divided by the applicable conversion price of $2.50, which is subject to adjustment in certain circumstances. |
| (3) | The calculation of the foregoing percentage is based on an aggregate of 27,484,690 shares of Common Stock outstanding, consisting of 15,524,770 shares of Common Stock outstanding as of October 18, 2018, plus an additional 11,959,920 shares of Common Stock issuable upon conversion of the Series A Preferred Stock beneficially owned by the Reporting Persons. |
| (4) | As a result of the entry by the Investor (as defined below) into the Amended and Restated Securities Purchase Agreement described in Item 4, the Reporting Persons may be deemed to be the beneficial owners of the shares of Series A Preferred Stock owned by Sundara and the shares of Common Stock into which such shares of Series A Preferred Stock owned by Sundara may be converted; however, the Reporting Persons disclaim beneficial ownership of all securities owned by Sundara. Based on information provided to the Reporting Persons, Sundara beneficially owns 33,667 shares of Series A Preferred Stock, which are convertible into 4,040,040 shares of Common Stock. |
| CUSIP No. 477177109 | SCHEDULE 13D | Page 4 of 8 |
| 1 | NAMES OF REPORTING PERSON:
Flexpoint Ultimate Management II, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
26-2360949 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (1) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY:
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER:
0 | ||||
| 8 | SHARED VOTING POWER:
11,959,920 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock. (2) | |||||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||||
| 10 | SHARED DISPOSITIVE POWER:
11,959,920 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock. | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11,959,920 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock. | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
43.5% (3)(4) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO (Limited Liability Company) | |||||
| (1) | Box (a) is checked with respect to the relationship of the Reporting Persons and Sundara, as described in Item 4 and footnote (4) below. |
| (2) | The Series A Preferred Stock is convertible into Common Stock. The calculation of shares of Common Stock is based on the number of shares of Series A Preferred Stock issued (99,666), multiplied by $300 (the purchase price per share of the Series A Preferred Stock) and divided by the applicable conversion price of $2.50, which is subject to adjustment in certain circumstances. |
| (3) | The calculation of the foregoing percentage is based on an aggregate of 27,484,690 shares of Common Stock outstanding, consisting of 15,524,770 shares of Common Stock outstanding as of October 18, 2018, plus an additional 11,959,920 shares of Common Stock issuable upon conversion of the Series A Preferred Stock beneficially owned by the Reporting Persons. |
| (4) | As a result of the entry by the Investor (as defined below) into the Amended and Restated Securities Purchase Agreement described in Item 4, the Reporting Persons may be deemed to be the beneficial owners of the shares of Series A Preferred Stock owned by Sundara and the shares of Common Stock into which such shares of Series A Preferred Stock owned by Sundara may be converted; however, the Reporting Persons disclaim beneficial ownership of all securities owned by Sundara. Based on information provided to the Reporting Persons, Sundara beneficially owns 33,667 shares of Series A Preferred Stock, which are convertible into 4,040,040 shares of Common Stock. |
| CUSIP No. 477177109 | SCHEDULE 13D | Page 5 of 8 |
| 1 | NAMES OF REPORTING PERSON:
Donald J. Edwards
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
- | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (1) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY:
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER:
0 | ||||
| 8 | SHARED VOTING POWER:
11,959,920 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock. (2) | |||||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||||
| 10 | SHARED DISPOSITIVE POWER:
11,959,920 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock. | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11,959,920 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock. | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
43.5% (3)(4) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN | |||||
| (1) | Box (a) is checked with respect to the relationship of the Reporting Persons and Sundara, as described in Item 4 and footnote (4) below. |
| (2) | The Series A Preferred Stock is convertible into Common Stock. The calculation of shares of Common Stock is based on the number of shares of Series A Preferred Stock issued (99,666), multiplied by $300 (the purchase price per share of the Series A Preferred Stock) and divided by the applicable conversion price of $2.50, which is subject to adjustment in certain circumstances. |
| (3) | The calculation of the foregoing percentage is based on an aggregate of 27,484,690 shares of Common Stock outstanding, consisting of 15,524,770 shares of Common Stock outstanding as of October 18, 2018, plus an additional 11,959,920 shares of Common Stock issuable upon conversion of the Series A Preferred Stock beneficially owned by the Reporting Persons. |
| (4) | As a result of the entry by the Investor (as defined below) into the Amended and Restated Securities Purchase Agreement described in Item 4, the Reporting Persons may be deemed to be the beneficial owners of the shares of Series A Preferred Stock owned by Sundara and the shares of Common Stock into which such shares of Series A Preferred Stock owned by Sundara may be converted; however, the Reporting Persons disclaim beneficial ownership of all securities owned by Sundara. Based on information provided to the Reporting Persons, Sundara beneficially owns 33,667 shares of Series A Preferred Stock, which are convertible into 4,040,040 shares of Common Stock. |
This Amendment No. 3 (this Amendment) amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission (the Commission) on October 21, 2013, as amended by Amendment No. 1 filed with the Commission on October 24, 2016 and as further amended by Amendment No. 2 filed with the Commission on March 29, 2017 (the Schedule 13D) by Flexpoint Fund II, L.P. (the Investor), Flexpoint Management II, L.P. (Flexpoint Management), Flexpoint Ultimate Management II, LLC (Flexpoint Ultimate) and Donald J. Edwards (Edwards). The Schedule 13D relates to shares of common stock, par value $0.001 (Common Stock) of JetPay Corporation, a Delaware corporation (Issuer), issuable upon conversion of shares of series A preferred stock, par value $0.001 per share (Series A Preferred Stock). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following disclosure at the end such item:
On October 19, 2018, the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement) with NCR Corporation (Parent) and Orwell Acquisition Corporation, a wholly-owned subsidiary of Parent (Merger Sub), providing for the acquisition of the Company by Parent in an all cash transaction, pursuant to a tender offer (the Offer), followed by a subsequent back-end merger of Merger Sub with and into the Company (the Merger), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
In connection with the execution of the Merger Agreement, the Reporting Persons entered into the tender and support agreement described in Item 6 hereof. The information set forth or incorporated in Item 6 hereof is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated in its entirety to read as follows:
(a), (b)
The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 hereof are incorporated herein by reference.
As of October 19, 2018, the Investor is the record owner of 99,666 shares of Series A Preferred Stock, which are convertible at the current conversion price of $2.50 into approximately 11,959,920 shares of Common Stock, representing approximately 43.5% of the outstanding Common Stock, based on 15,524,770 shares of Common Stock outstanding as of October 18, 2018, plus an additional 11,959,920 shares of Common Stock issuable upon conversion of the Series A Preferred Stock. The conversion price of the Series A Preferred Stock was adjusted upward to $2.50 (from $2.36) on July 11, 2018 as a result of a settlement between the Issuer and Valley National Bank. Due to their relationship with the Investor, Flexpoint Management, Flexpoint Ultimate, and Edwards may be deemed to have shared voting power with respect to the Series A Preferred Stock beneficially owned by the Investor, and as a result, Flexpoint Management, Flexpoint Ultimate, and Edwards may be deemed to have shared beneficial ownership of such shares of Series A Preferred Stock.
Under the definition of beneficial ownership as set forth in Rule 13d-3 under the Exchange Act, as a result of the entry into the A&R Purchase Agreement, the Reporting Persons may be deemed to be members of a group with Sundara and, as a result, to beneficially own the 33,667 shares of Series A Preferred Stock acquired by Sundara pursuant to the A&R Purchase Agreement and the Underlying Shares into which they may be converted. As described in Item 4 above and for the reasons stated therein, the Reporting Persons disclaim beneficial ownership of all such securities.
Although the Reporting Persons disclaim beneficial ownership of the 33,667 shares owned by Sundara, if such shares were aggregated with the 99,666 shares of Series A Preferred Stock beneficially owned by the Reporting Persons, the Reporting Persons would be deemed to beneficially own 133,333 shares of Series A Preferred Stock, convertible into 15,999,960 shares of Common Stock, constituting approximately 50.8% of the outstanding shares of Common Stock.
Except as set forth above, neither any Reporting Person nor, to the best of the Reporting Persons knowledge, Sundara, owns any shares of Common Stock.
Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Series A Preferred Stock or the Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.
(c)
Except as set forth in this Item 5, none of the Reporting Persons has engaged in any transaction during the past 60 days involving shares of Common Stock or Series A Preferred Stock.
(d), (e)
Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer |
Item 6 is hereby amended to add the following disclosure at the end of such Item:
Tender and Support Agreement
On October 19, 2018, the Investor entered into a Tender and Support Agreement (the Support Agreement), by and among the Investor, Parent, Merger Sub and the Company, pursuant to which the Investor agreed to tender all of the shares of Series A Preferred Stock held by the Investor in the Offer and to take certain other actions in furtherance of the Merger. The Support Agreement will terminate upon the earliest to occur of: (i) the termination of the Merger Agreement; (ii) the effectiveness of the Merger; (iii) the acquisition by Parent or Merger Sub of all of the securities to be tendered by the Investor pursuant to the Support Agreement; (iv) a Change in Recommendation (as such term is defined in the Merger Agreement) by the board of directors of the Issuer; or (v) the failure of Parent or Merger Sub to accept for payment the securities tendered by Investor by 5:30 p.m. (Philadelphia, Pennsylvania time) on the first business day following the expiration of the Offer.
| Item 7. | Materials to be Filed as Exhibits |
Item 7 is amended by adding the following:
| Exhibit No. | Description | |
| 8. | Tender and Support Agreement, dated as of October 19, 2018, by and among Flexpoint Fund II, L.P., NCR Corporation, Orwell Acquisition Corporation and JetPay Corporation. | |
Signatures
After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Amendment with respect to such person is true, complete and correct.
| FLEXPOINT FUND II, L.P. | ||||||
| By: | Flexpoint Management II, L.P. | |||||
| Its: | General Partner | |||||
| By: | Flexpoint Ultimate Management II, LLC | |||||
| Its: | General Partner | |||||
| Dated: October 23, 2018 | By: | /s/ Donald J. Edwards | ||||
| Name: | Donald J. Edwards | |||||
| Its: | Manager | |||||
| FLEXPOINT MANAGEMENT II, L.P. | ||||||
| By: | Flexpoint Ultimate Management II, LLC | |||||
| Its: | General Partner | |||||
| Dated: October 23, 2018 | By: | /s/ Donald J. Edwards | ||||
| Name: | Donald J. Edwards | |||||
| Its: | Manager | |||||
| FLEXPOINT ULTIMATE MANAGEMENT II, LLC | ||||||
| Dated: October 23, 2018 | By: | /s/ Donald J. Edwards | ||||
| Name: | Donald J. Edwards | |||||
| Its: | Manager | |||||
| Dated: October 23, 2018 | /s/ Donald J. Edwards | |||||
| Donald J. Edwards | ||||||