Netinvest Limited entered into an agreement to acquire Sentinel Skrill Holdings Limited from CVC Capital Partners Limited, CVC European Equity Partners V (A) L.P., CVC European Equity Partners V (B) L.P., CVC European Equity Partners V (C) L.P., CVC European Equity Partners V (D) L.P., CVC European Equity Partners V (E) L.P., Investcorp Technology Partners, Investcorp Bank B.S.C. (BAX:INVCORP) and others for €1.2 billion on March 23, 2015. Under the terms of the deal, consideration comprise of €720 million in cash and issue of 37.49 million shares of Optimal Payments plc, parent of Netinvest, payable at completion. As at December 31, 2014, Skrill had total indebtedness of $770 million (€704.05 Million) and cash balances of $68.4 million (€66.54 million) including inter-company indebtedness of $435 million (€397.74 million) consisting of loan notes and preference shares. As a part of the deal, loan notes will be redeemed and the preference shares will be acquired by Optimal Payments.

The cash consideration will be financed through a combination of available cash, new debt facilities and a fully underwritten rights issue. Bank of Montreal, Barclays Bank PLC and Deutsche Bank Luxembourg S.A. have committed to provide financing for the acquisition via credit facilities of €500 million. Optimal Payments is proposing to raise approximately £451 million (€609 million) through a rights issue. Skrill reported EBITDA of $89 million (€70.52 million) for the twelve months to September 2014. The deal is subject to regulatory approvals, approval of shareholders of Optimal Payments and the completion of the transfer of Skrill USA Inc. to Sentinel Group Holdings S.A. having obtained any necessary approvals from the relevant US regulatory authorities. The deal is expected to be completed in the third quarter of 2015. The transaction is expected to be EPS accretive from the first full fiscal year following completion for Optimal Payments. As on April 16, 2015, Optimal Payments shareholders approved the transaction. As of June 1, 2015, satisfactory approvals or responses in respect of the transfer of Skrill USA Inc. have now been received from the relevant US regulatory authorities. Completion of the Acquisition will take place shortly after the Financial Conduct Authority change of controller approval is received. Also the terms of financing have been modified wherein facility A will be reduced from €500 million to approximately €280 million and a new facility B of approximately €220 million will be created. As of July 31, 2015, FCA is yet to conclude its evaluation of the transaction and the decision is expected by August 11, 2015. Approval from FCA is the only outstanding material condition to completion, as of July 31, 2015. As of August 3, 2015, the transaction has received approval from the Financial Conduct Authority. The deal is now expected to close on August 10, 2015. Canaccord Genuity Limited acted as financial advisor to Paysafe Holdings UK Limited.