Introductory Note
This Amendment No. 3 to Schedule 13D (this “Amendment”) relates to common shares, par value $0.0001 per share of International Money Express, Inc. (f/k/a FinTech Acquisition Corp. II) (the “Issuer”). This Amendment amends the Original Schedule 13D filed with the Securities and Exchange Commission on August 7, 2018 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on December 18, 2018 (“Amendment No. 1”) and Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on September 16, 2019 (“Amendment No. 2”) by SPC Intermex, LP, a Delaware limited partnership, SPC Intermex Representative LLC, a Delaware limited liability company, SPC Intermex GP, LLC, a Delaware limited liability company, Stella Point Capital, LLC, a Delaware limited liability company, Adam Godfrey, Justin Wender, FinTech LLC, a Delaware limited liability company, DGC Family FinTech Trust, a Florida trust, Cohen Sponsor Interests II, LLC, a Delaware limited liability company, Cohen and Company, LLC, a Delaware limited liability company, Hawk Time Enterprises LLC, a Delaware limited liability company, Robert Lisy Family Revocable Living Trust, a Florida trust, Robert Lisy, Daniel Cohen, Hepco Family Trust, a New York trust, Betsy Cohen, Swarthmore Trust of 2016, a Pennsylvania trust, James J. McEntee, III, C.A.R. Holdings, LLC, a Delaware limited liability company, Darrell Ebbert, Jose Perez-Villarreal, Eduardo Azcarate, Randall Nilsen, William Velez, Jeremy Kuiper, Shami Patel, Plamen Mitrikov and Solomon Cohen, and in the case of Amendment No. 1 and Amendment No. 2, also by Amanda Abrams. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Original Schedule 13D, Amendment No. 1 and/or Amendment No. 2.
Item 2. Identity and Background
Item 2 is hereby amended and restated in its entirety as follows:
(a) This statement is filed on behalf of SPC Intermex, LP, a Delaware limited partnership, SPC Intermex Representative LLC, a Delaware limited liability company, SPC Intermex GP, LLC, a Delaware limited liability company, Stella Point Capital, LLC, a Delaware limited liability company, Adam Godfrey, Justin Wender, FinTech LLC, a Delaware limited liability company, Cohen Sponsor Interests II, LLC, a Delaware limited liability company, Hawk Time Enterprises LLC, a Delaware limited liability company, Robert Lisy Family Revocable Living Trust, a Florida trust, Robert Lisy, Hepco Family Trust, a New York trust, Swarthmore Trust of 2016, a Pennsylvania trust, C.A.R. Holdings, LLC, a Delaware limited liability company, Darrell Ebbert, Jose Perez-Villarreal, Eduardo Azcarate, Randall Nilsen, William Velez, Jeremy Kuiper, Shami Patel, Plamen Mitrikov, Solomon Cohen and Amanda Abrams. Each of the foregoing is referred to as a “Reporting Person” in this statement.
As a result of the Shareholders Agreement, dated as of July 26, 2018, among the Issuer, SPC Intermex, certain of the Intermex legacy stockholders, and certain of FinTech’s original stockholders (as amended by the Shareholders Agreement Amendment, dated as of December 12, 2018, and as amended, supplemented or amended and restated from time to time, the “Shareholders Agreement”) the Reporting Persons could have been deemed to constitute a “group” within the meaning of rule 13d-5(b) under the Act. The Shareholders Agreement included a covenant obligating all parties thereto to jointly file this statement and any necessary amendments hereto.
On October 5, 2020, the Company, FinTech Investor Holdings II and SPC Intermex entered into a shareholders agreement waiver (the “Shareholders Agreement Waiver”), pursuant to which the obligation of each Reporting Person (other than SPC Intermex) to vote to elect and/or maintain in office as members of the Issuer’s board of directors the individuals nominated by SPC Representative was irrevocably and permanently waived. As a result of the Shareholders Agreement Waiver, each of the Reporting Persons other than SPC Intermex, LP, SPC Intermex Representative LLC, SPC Intermex GP, LLC, Stella Point Capital, LLC, Adam Godfrey and Justin Wender have ceased to be Reporting Persons, which change in status is hereby reported upon the filing of this Amendment No. 3. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning it contained herein but is not responsible for the completeness and accuracy of the information concerning the other Reporting Persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
In addition, the following persons are identified pursuant to Instruction C of Schedule 13D: Justin Wender and Adam Godfrey are the Managing Partners of and jointly control Stella Point Capital. Stella Point Capital is the sole manager of SPC Intermex GP, LLC. SPC Intermex GP, LLC is the general partner of SPC Intermex, LP. The sole member of SPC Intermex Representative LLC is SPC Intermex, LP. Each of the foregoing is referred to as an “Instruction C Person” in this statement.
(c) The Reporting Persons and the Instruction C Persons are primarily involved in investment activities, and the address of each Reporting Person and Instruction C Person is set forth in (b) above. In addition, Adam Godfrey and Justin Wender are directors of the Issuer.
(d) and (e) None of the Reporting Persons or Instruction C Persons during the last five years (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The citizenship of each Reporting Person that is not a natural person is set forth in (a) above. Each Reporting Person who is a natural person and each Instruction C Person is a citizen of the United States.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented as follows:
On October 5, 2020, pursuant to an underwritten public offering (the “Offering”), certain selling stockholders of the Issuer (the “Selling Stockholders”) sold an aggregate of 4,925,000 shares of Common Stock at a price to the public of $13.50 per share, of which SPC Intermex, LP sold 4,500,000 shares of Common Stock; and Robert Lisy Family Revocable Living Trust sold 125,000 shares of Common Stock.
Other than as described above, each of the Reporting Persons reports that neither he, she or it nor, to his, her or its knowledge, any of the Instruction C Persons, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their positions and/or change their purposes and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
(a) and (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 of the Original Schedule 13D, Amendment No.1, Amendment No.2 and this Amendment No. 3 is incorporated herein by reference.
(c) Transactions in shares of Common Stock by the Reporting Persons during the 60 days prior to the filing of this Amendment No. 3 to Schedule 13D are as follows:
| | Broker sales for the Robert Lisy Family Revocable Living Trust Sales were made pursuant to a 10b5-1 plan adopted by the Reporting Person as part of such Reporting Person’s financial planning to diversify their investments, as follows: |
Date | Shares | Price |
08/19/2020 | 19,069 | $17.66(a) |
08/20/2020 | 17,799 | $17.90(b) |
08/21/2020 | 35,197 | $17.99(c) |
08/24/2020 | 23,375 | $17.557 |
08/25/2020 | 4,560 | $17.709 |
(a) This transaction was executed in multiple trades at prices ranging from $17.46 to $17.82. The price reported above reflects the weighted average sale price.
(b) This transaction was executed in multiple trades at prices ranging from $17.46 to $18.20. The price reported above reflects the weighted average sale price.
(c) This transaction was executed in multiple trades at prices ranging from $17.79 to $18.38. The price reported above reflects the weighted average sale price.
| | Broker sales for Jose Perez-Villarreal were made as part of the Reporting Person’s financial planning to diversify their investments, and for the sales made on August 14, 2020, pursuant to a 10b5-1 plan adopted by the Reporting Person, as follows: |
Date | Shares | Price |
08/10/2020 | 25,000 | $17.392 |
08/11/2020 | 25,000 | $17.084 |
08/12/2020 | 25,000 | $16.999 |
08/13/2020 | 25,000 | $16.758 |
08/14/2020 | 20,000 | $16.798 |
08/14/2020 | 10,000 | $17.75 |
08/14/2020 | 10,000 | $18.00 |
08/14/2020 | 1,476 | $18.25 |
| | On August 17, 2020, Amanda Abrams sold 4,046 shares of Common Stock for $17.90 per share.
|
| | On October 5, 2020, pursuant to the Offering, the Selling Stockholders sold an aggregate of 4,925,000 shares of Common Stock at a price to the public of $13.50 per share, of which SPC Intermex, LP sold 4,500,000 shares of Common Stock; and Robert Lisy Family Revocable Living Trust sold 125,000 shares of Common Stock, in each case, for a consideration of $12.7575 per share (which represents the offering price of $13.50 per share to the public less the underwriting discount of $0.7425 per share). |
Except for the transactions described herein, there have been no transactions in the securities of the Issuer effected by any Reporting Person within the last 60 days.
(d) To the knowledge of the Reporting Persons, no one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented as follows:
Shareholders Agreement Waiver
On October 5, 2020, the Company, FinTech Investor Holdings II and SPC Intermex entered into the Shareholders Agreement Waiver, pursuant to which the obligation of each Reporting Person (other than SPC Intermex) to vote to elect and/or maintain in office as members of the Issuer’s board of directors the individuals nominated by SPC Representative was irrevocably and permanently waived. As a result of the Shareholders Agreement Waiver, each of the Reporting Persons other than SPC Intermex, LP, SPC Intermex Representative LLC, SPC Intermex GP, LLC, Stella Point Capital, LLC, Adam Godfrey and Justin Wender have ceased to be Reporting Persons.
In connection with the Offering, subject to certain exceptions, the Issuer and certain Reporting Persons have agreed not to offer, sell or agree to sell, directly or indirectly, any shares of Common Stock without the consent of Credit Suisse Securities (USA) LLC for a period of 75 days from September 30,2020. When the applicable lock-up periods expire, subject to the applicable securities laws and availability of exemptions to registration requirements, such Reporting Persons will be able to sell shares in the public market.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 6, 2020
| SPC INTERMEX, LP | |
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| By: | SPC Intermex GP, LLC, its General Partner | |
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| By: | Stella Point Capital, LLC, its managing member | |
| | | |
| By: | /s/ Adam Godfrey | |
| | Name: | Adam Godfrey | |
| | Title: | Authorized Signatory | |
| | | |
| By: | /s/Justin Wender | |
| | Name: | Justin Wender | |
| | Title: | Authorized Signatory | |
| | | |
| SPC INTERMEX GP, LLC | |
| | | |
| By: | Stella Point Capital, LLC, its managing member | |
| | | |
| By: | /s/ Adam Godfrey | |
| | Name: | Adam Godfrey | |
| | Title: | Authorized Signatory | |
| | | |
| By: | /s/ Justin Wender | |
| | Name: | Justin Wender | |
| | Title: | Authorized Signatory | |
| | | |
| STELLA POINT CAPITAL, LLC | |
| | | |
| By: | /s/ Adam Godfrey | |
| | Name: | Adam Godfrey | |
| | Title: | Authorized Signatory | |
| | | |
| By: | /s/ Justin Wender | |
| | Name: | Justin Wender | |
| | Title: | Authorized Signatory | |
| | | |
| SPC INTERMEX REPRESENTATIVE LLC | |
| | | |
| By: | /s/ Adam Godfrey | |
| | Name: | Adam Godfrey | |
| | Title: | Authorized Signatory | |
| | | |
| By: | /s/ Justin Wender | |
| | Name: | Justin Wender | |
| | Title: | Authorized Signatory | |
| | | |
| HAWK TIME ENTERPRISES LLC | |
| | | |
| By: | /s/ Robert Lisy | |
| | Name: | Robert Lisy | |
| | Title: | Manager | |
| | | |
| ROBERT LISY FAMILY REVOCABLE LIVING TRUST | |
| | | |
| By: | /s/ Robert Lisy | |
| | Name: | Robert Lisy | |
| | Title: | Trustee | |
| | | |
| /s/ Robert Lisy | |
| Robert Lisy | |
| | |
| /s/ Adam Godfrey | |
| Adam Godfrey | |
| | |
| /s/ Justin Wender | |
| Justin Wender | |
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| /s/ Tony Lauro II | |
| Tony Lauro II, Attorney-in-Fact for Darrell Ebbert | |
| | |
| /s/ Tony Lauro II | |
| Tony Lauro II, Attorney-in-Fact for Jose Perez-Villarreal | |
| | |
| /s/ Tony Lauro II | |
| Tony Lauro II, Attorney-in-Fact for Eduardo Azcarate | |
| | |
| /s/ Tony Lauro II | |
| Tony Lauro II, Attorney-in-Fact for William Velez | |
| | |
| /s/ Tony Lauro II | |
| Tony Lauro II, Attorney-in-Fact for Randall Nilsen | |
| | |
| C.A.R HOLDINGS, LLC | |
| | | |
| By: | /s/ Tony Lauro II | |
| | Name: | Tony Lauro II | |
| | Title: | Attorney-in-Fact for Cesar Rincon, Manager | |
| | | |
| SWARTHMORE TRUST OF 2016 | |
| | | |
| By: | /s/ Richard Maiocco | |
| | Name: | Richard Maiocco | |
| | Title | Trustee | |
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| FINTECH INVESTOR HOLDINGS II, LLC | |
| | | |
| By: | /s/ Amanda Abrams | |
| | Name: | Amanda Abrams | |
| | Title: | Manager | |
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| COHEN SPONSOR INTERESTS II, LLC | |
| | | |
| By: | /s/ Amanda Abrams | |
| | Name: | Amanda Abrams | |
| | Title: | Manager | |
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| HEPCO FAMILY TRUST | |
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| By: | /s/ Jonathan Cohen | |
| | Name: | Jonathan Cohen | |
| | Title: | Trustee | |
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| /s/ Jeremy Kuiper | |
| Jeremy Kuiper | |
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| /s/��Shami Patel | |
| Shami Patel | |
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| /s/ Plamen Mitrikov | |
| Plamen Mitrikov | |
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| /s/ Solomon Cohen | |
| Solomon Cohen | |
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| /s/ Amanda Abrams | |
| Amanda Abrams | |
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