Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

9.Debt

Current Debt Facilities

On June 28, 2021, Paysafe refinanced its former debt facilities by entering into the following debt facilities:

•$305,000 senior secured revolving credit facility (the “Revolving Credit Facility”);

•$1,018,000 aggregate principal amount senior secured USD first lien term loan facility (the “Term Loan Facility (USD)”)(comprising the original $628,000 and incremental $390,000 facility entered into on September 28, 2021 as described below);

•€710,000 aggregate principal amount senior secured EUR first lien term loan facility (the “Term Loan Facility (EUR)”) (comprising the original €435,000 and an incremental €275,000 facility entered into on September 28, 2021 as described below); and

•$400,000 aggregate principal amount of USD secured notes and €435,000 aggregate principal amount of EUR secured notes (“Secured Notes”).

The $390,000 senior secured incremental USD term loan facility (“USD Incremental Term Loan”) and the €275,000 senior secured incremental EUR term loan facility (“EUR Incremental Term Loan”) were entered into on September 28, 2021 in connection with the SafetyPay and viaFintech acquisitions, respectively. As of December 31, 2021, the USD Incremental Term Loan and EUR Incremental Term Loan were fully drawn. As the SafetyPay acquisition had not been completed as of December 31, 2021, the cash drawn was held in escrow and was presented within "Customer accounts and other restricted cash" in the Consolidated Statements of Financial Position. Debt issuance costs of $16,765 were recorded in connection with the transaction which is reported as a deduction from the debt, presented under “Non-current debt” in the Consolidated Statements of Financial Position, and amortized using the effective interest rate method.

The Company used the proceeds from the Term Loan Facility and the Secured Notes as well as $35,000 drawn down under the Revolving Credit Facility to fully repay the former debt facilities. Debt issuance costs of $24,474 were recorded in connection with the Refinancing, for which a majority are reported as a deduction from the debt, presented under “Non-current debt” in the Consolidated Statements of Financial Position, and amortized using the effective interest rate method.

As of December 31, 2022 and 2021, $21,408 and $28,423 was drawn down on the Revolving Credit Facility.

Former Debt Facilities

As of December 31, 2020, the Company's debt facilities consisted of a first lien term loan, a second lien term loan and a first lien revolving credit facility ("First Lien Revolving Credit Facility"). The first lien term loan consisted of a $1,540,000 USD Facility (“USD First Lien Term Loan) and €1,043,716 EUR Facility (“EUR First Lien Term Loan”). The second lien term loan consisted of $250,000 USD Facility (“USD Second Lien Term Loan”) and a €212,459 EUR Facility (“EUR Second Lien Term Loan”). The First Lien Revolving Credit Facility had an available balance of $225,000 in multiple currencies. As of December 31, 2020, the Company had no unpaid drawdowns.

In connection with the Transaction as described in Note 2, the Company repaid $416,700, including quarterly principal payments, and €204,500 under the USD First Lien Term Loan and EUR First Lien Term Loan, respectively, and fully repaid the second lien term loan facility which consisted of a $250,000 USD Facility (“USD Second Lien Term Loan”) and a €212,459 EUR Facility (“EUR Second Lien Term Loan”). Both debt repayments occurred contemporaneously with the closing of the Transaction. As a result, the Company expensed capitalized debt fees of $21,724, which are included in “Interest expense, net” on the Consolidated Statements of Comprehensive Loss.

On June 28, 2021, the Company fully repaid the outstanding balances under the USD First Lien Term Loan, the EUR First Lien Term Loan and the First Lien Revolving Credit Facility, which was accounted for as a debt extinguishment. The repayment occurred contemporaneously with the Refinancing, as described above. The Company recorded a loss on extinguishment of debt, including the

expense of capitalized debt fees, of $40,538, which is included in “Interest expense, net” on the Consolidated Statements of Comprehensive Loss.

Line of Credit

In the first quarter of 2022, the Company’s Line of Credit was increased from $50,000 to $75,000 and the maturity date was extended to June 2025. The Line of Credit is restricted for use in funding settlements in the Merchant Solutions business and is secured against known transactions. As of December 31, 2022 and 2021, the Company had outstanding balances of $75,000 and $50,000, respectively.

The key terms of these facilities were as follows:

Facility	Currency	Interest rate (1)	Effective Interest Rate (2)	Facility maturity date	Principal outstanding at December 31, 2022 (Local Currency)		Principal outstanding at December 31, 2022 (USD)
Term Loan Facility (USD) (3)	USD	USD LIBOR + 2.75% (0.5% floor)	7.2%	Jun-28		989,847	$	989,847
Term Loan Facility (EUR) (4)	EUR	EURIBOR + 3.00% (0% floor)	6.4%	Jun-28		701,000		750,334
Secured Loan Notes (EUR)	EUR	3.00%	3.2%	Jun-29		421,362		451,016
Secured Loan Notes (USD)	USD	4.00%	4.2%	Jun-29		370,418		370,418
Revolving Credit Facility (USD)	USD	BASE + 2.25% (0% floor)	n/a	Dec-27		—		—
Revolving Credit Facility (EUR)	EUR	BASE + 2.25% (0% floor)	4.2%	Dec-27		20,000		21,408
Line of Credit	USD	Term SOFR (5) + 2.70%	7.1%	Jun-25		75,000		75,000
Total Principal Outstanding							$	2,658,023

(1)For facilities which utilize the EURIBOR and LIBOR rates, a rate floor of 0% and 0.5% applies, respectively.

(2)The effective interest rates for the facilities include interest and amortization of debt issuance costs, if applicable, and are as of December 31, 2022.

(3)Represents Term Loan Facility (USD) and USD Incremental Term Loan as defined under the current facilities

(4)Represent Term Loan Facility (EUR) and EUR Incremental Term Loan as defined under current facilities

(5)The Term Secured Overnight Financing Rate ("Term SOFR") is the forward looking term rate based on the SOFR. The Term SOFR is administered by the CME Group Benchmark Association Limited.

	As of December 31,
	2022			2021
Principal outstanding	$	2,658,023		$	2,794,108
Unamortized debt issuance cost		(14,564	)		(35,740	)
Total		2,643,459			2,758,368
Short-term debt		10,190			10,190
Long-term debt	$	2,633,269		$	2,748,178

For the years ended December 31, 2022, 2021 and 2020, interest expense, including amortization of deferred debt issuance cost, was $126,628, $165,827, and $164,788, respectively.

Maturity requirements on non-current debt as of December 31, 2022 by year are as follows:

Years ending December 31,
2023		10,190
2024		10,190
2025		85,190
2026		10,190
2027		31,597
2028 and thereafter		2,510,666
Total	$	2,658,023

During the year ended December 31, 2022, the Company made principal payments of $19,624 under its Term Loan Facility, inclusive of voluntary prepayments of $9,434. In addition, the Company repurchased $43,200 of Secured Notes and $13,845 of Term Loans during the year ended December 31, 2022. This resulted in a gain on repurchase of $11,534 recognized within "Other income, net" within the Consolidated Statements of Comprehensive Loss for the year ended December 31, 2022.

Subsequent to December 31, 2022, the Company has continued to repurchase Secured Notes and Term Loan notes.

Compliance with Covenants

The Company’s new facilities as described above contain affirmative, restrictive and incurrence-based covenants, including, among others, financial covenants based on the Company’s leverage and Revolving Credit Facility utilization, as defined in the agreement. The financial covenants under the new facilities require the Company to test its Consolidated First Lien Debt Ratio if the principal amount of the Revolving Credit Facility, less any cash and cash equivalents, at the reporting date exceeds 40% of the total Revolving Credit Facility Commitment. If the Revolving Credit Facility utilization is greater than 40% at the reporting date, there is an additional requirement that the Consolidated First Lien Debt Ratio is not permitted to exceed 7.5 to 1.0. The Consolidated First Lien Debt Ratio is the ratio of (a) consolidated senior secured net debt of the Company and restricted subsidiaries as of the last day of such relevant period to (b) Last Twelve Months (LTM) EBITDA, as defined in the new facilities, of the Company and the restricted subsidiaries for the relevant period.

The financial covenants under the former debt facilities required the Company to test its First Lien Net Leverage Ratio if the principal amount of the Revolving Facility Loans outstanding at the reporting date exceeded 40% of the total Revolving Credit Facility Commitment. If the Revolving Credit Facility utilization was greater than 40% at the reporting date, there was an additional requirement that the First Lien Net Leverage Ratio was not permitted to exceed 9.0 to 1.0. The First Lien Net Leverage Ratio is the ratio of (a) consolidated senior secured net debt of the Company and restricted subsidiaries as of the last day of such relevant period to (b) consolidated EBITDA, as defined in the former debt facilities, of the Company and the restricted subsidiaries for the relevant period.

The Company was in compliance with its financial covenants at December 31, 2022 and 2021.

Letters of Credit

As of December 31, 2022 and 2021, the Company had issued letters of credit of approximately $121,960 and $171,392, respectively, for use in the ordinary course of business.