The New Sundara Investment Partners Holding in Jetpay Corp
Sundara Investment Partners filed with the SEC SC 13D form for Jetpay Corp. The form can be accessed here: 000119312516751579. As reported in Sundara Investment Partners’s form, the filler as of late owns 20.5% or 4,349,416 shares of the Finance–company.
Jetpay Corp stake is a new one for the and it was filed because of activity on October 18, 2016. We feel this shows Sundara Investment Partners’s positive view for the stock.
Reasons Why Sundara Investment Partners Bought – Jetpay Corp Stock
Purpose of Transaction
OnOctober18, 2016, the Issuer, Flexpoint and Sundara entered into that certain Amended and Restated Securities Purchase Agreement (the “Purchase Agreement”), pursuant to which Sundara purchased 33,667 shares of Series A Preferred Stockdirectly from the Issuer. Flexpoint had previously purchased 99,666 shares of Series A Preferred Stock and had the right to purchase an additional 33,667 shares pursuant to the Purchase Agreement prior to its amendment and restatement. The amendmentand restatement provided for the purchase by Sundara of the 33,667 shares that had not yet been purchased by Flexpoint. Each purchase was in a private placement exempt from registration under Regulation D promulgated under the Securities Act of1933, as amended, and was at a purchase price of $300.00 per share of Series A Preferred Stock (the “Initial Purchase Price Per Share”).
Theshares of Series A Preferred Stock are convertible at any time by the holders thereof into a number of shares of Common Stock determined by dividing the Initial Purchase Price Per Share by a conversion price of $2.90 per share.
Pursuant to the terms of the Purchase Agreement, Sundara is prohibited from transferring its shares of Series A Preferred Stock or shares of Common Stock intowhich such shares of Series A Preferred Stock may be converted (“Underlying Shares”) for a five-year period, subject to certain exceptions. Sundara is also subject to a drag-along right pursuant to which, if Flexpoint determines to sellits shares of Series A Preferred Stock or Underlying Shares, Flexpoint may require Sundara to sell the same proportion of its shares of Series A Preferred Stock or Underlying Shares, as applicable. Sundara and Flexpoint each also has reciprocalco-sale rights to participate in sales of shares of Series A Preferred Stock or Underlying Shares by the other party and Sundara has certain piggyback registration rights to participate in registered offerings of shares by Flexpoint.Flexpoint’s right to transfer its shares of Series A Preferred Stock is subject to a requirement that Flexpoint first offer such shares to Sundara on substantially the same terms.
In addition, if the Issuer consummates certain strategic transactions on or prior to June14, 2017, Sundara has the right to require Flexpoint topurchase Sundara’s shares of Series A Preferred Stock at the Initial Purchase Price Per Share.
Pursuant to the Purchase Agreement, the Certificateof Designation of the Series A Preferred Stock was amended to provide that Sundara will be required to participate on a pro rata basis in any redemption of shares of Series A Preferred Stock initiated by Flexpoint in accordance with the termsthereof prior to October18, 2021 and that Sundara has the right to request the redemption of its shares of Series A Preferred on or after October18, 2021.
As a result of these transfer restrictions and other provisions relating to future transfers of the shares ofSeries A Preferred Stock or Underlying Shares, Flexpoint may be deemed to have shared power to dispose or direct the disposition of the shares of Series A Preferred Stock and the Underlying Shares beneficially owned by the Reporting Persons; inaddition, Flexpoint and the Reporting Persons may each be members of a “group” under Section13(d) of the Exchange Act. Nevertheless, as the Reporting Persons lack the power to vote or direct the voting or to dispose or direct thedisposition of the shares of Series A Preferred Stock and the Underlying Shares beneficially owned by Flexpoint, the Reporting Persons disclaim beneficial ownership of all such securities owned by Flexpoint.
The Reporting Persons plan to review their investment in the shares of Series A Preferred Stock and the Underlying Shares on an ongoing basis. Depending ontheir review and evaluation of the business and prospects of the Issuer and such other factors as they may deem relevant, and subject to the terms of the Purchase Agreement and applicable securities laws, the Reporting Persons may acquire additionalshares of Series A Preferred Stock or Common Stock or other securities of the Issuer, may sell all or any part of their Series A Preferred Stock or Common Stock in privately negotiated transactions or in sales registered or exempt from registrationunder the Securities Act, may distribute Series A Preferred Stock or Common Stock to various of its partners or members, or may engage in any combination of the foregoing. Subject to applicable law and the terms of the Purchase Agreement, theReporting Persons may enter into hedging transactions or alternative structures with respect to the Series A Preferred Stock or Common Stock. No additional prior notice will be given, except as may be required by law, the terms of the PurchaseAgreement or any such transaction. Any alternative that the Reporting Persons may pursue will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of Common Stock, the financial condition,results of operations and prospects of the Issuer, general economic, financial market and industry conditions, other investment and business opportunities available to the Reporting Persons, tax considerations and other factors.
Pursuant to the Purchase Agreement, the Certificate of Designation of the Series A Preferred Stock was amended to provide that, for so long as Sundara owns atleast 50% of the shares of Series A Preferred Stock purchased by it on October18, 2016, Sundara shall have the right to appoint a director to the board of directors of the Issuer (the “Board”). In addition, the Purchase Agreementprovides that, for so long as Sundara and/or its affiliates owns at least 50% of the shares of Series A Preferred Stock purchased by it on October18, 2016, Sundara is entitled to receive certain financial information, including but not limitedto monthly and annual financial statements and annual budgets, and to certain inspection rights. As a result of the Reporting Persons’ continuing review and evaluation of the business of the Issuer, the Reporting Persons may communicate withthe Board, members of management and/or other stockholders from time to time with respect to operational, strategic, financial or governance matters or, through Sundara’s Board representation, participate in the management of the issuer.
The Purchase Agreement also provides that, on or after October18, 2021, Sundara has certain demand registration rights with respect to the UnderlyingShares.
Other than as described in this Item4, none of the Reporting Persons has any current plans or proposalsthat relate to or that would result in any of the transactions or other matters specified in clauses (a)through (j)of Item4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider theirpositions with respect to the Issuer and reserve the right to develop such plans or proposals.
Jetpay Corp Institutional Sentiment
Latest Security and Exchange filings show 12 investors own Jetpay Corp. The institutional ownership in Q3 2015 is low, at 8.53% of the outstanding shares. This is increased by 21800 the total institutional shares. 1507707 were the shares owned by these institutional investors. In total 0 funds opened new Jetpay Corp stakes, 1 increased stakes. There were 0 that closed positions and 2 reduced them.
Commonwealth Equity Services Inc is an institutional investor bullish on Jetpay Corp, owning 122196 shares as of Q3 2015 for less than 0.01% of its portfolio. Wellington Management Group Llp owns 1150428 shares or less than 0.01% of its portfolio. NY Davidson Kempner Capital Management Lp have 0.01% of their stock portfolio for 79818 shares. Further, Thompson Siegel & Walmsley Llc reported stake worth less than 0.01% of its US stock portfolio. The NY Archer Capital Management Lp owns 100100 shares. Jetpay Corp is 0.04% of the manager’s US portfolio.
SEC Form 13D is filed within 10 days, by anyone who acquires beneficial ownership of 5%+ of any public firm. Activist investors and practices such as: company breakups, hostile takeovers, and change of control events, are permitted for this form filers. A filer must promptly update its 13D filing in case of acquisition or disposition of 1% or more of the securities that are the subject of the filing.
Insitutional Activity: The institutional sentiment decreased to 0.5 in Q2 2016. Its down 0.25, from 0.75 in 2016Q1. The ratio turned negative, as 1 funds sold all Universal Business Payment Solutions Acquisition Corp shares owned while 3 reduced positions. 0 funds bought stakes while 2 increased positions. They now own 1.66 million shares or 5.01% more from 1.58 million shares in 2016Q1.
Morgan Stanley has invested 0% of its portfolio in Universal Business Payment Solutions Acquisition Corp (NASDAQ:JTPY). Archer Mgmt Limited Partnership reported 100,100 shares or 0.04% of all its holdings. Blackrock Investment Mngmt Ltd Liability accumulated 0% or 1,105 shares. Wellington Mngmt Group Llp accumulated 1.15M shares or 0% of the stock. Bulldog Investors last reported 153,651 shares in the company. Skylands Cap Ltd Liability has invested 0.01% of its portfolio in Universal Business Payment Solutions Acquisition Corp (NASDAQ:JTPY). The New York-based Davidson Kempner Cap Mngmt Ltd Partnership has invested 0.01% in Universal Business Payment Solutions Acquisition Corp (NASDAQ:JTPY). Commonwealth Equity has invested 0% of its portfolio in Universal Business Payment Solutions Acquisition Corp (NASDAQ:JTPY). Thompson Siegel Walmsley Ltd Liability Co last reported 2,700 shares in the company. Goldman Sachs Group holds 0% or 15,049 shares in its portfolio. Ladenburg Thalmann Services Inc last reported 8,400 shares in the company. Financial Bank Of America Corp De accumulated 1,732 shares or 0% of the stock. Blackrock Fund Advsr has 1,559 shares for 0% of their US portfolio.
Analysts await Universal Business Payment Solutions Acquisition Corp (NASDAQ:JTPY) to report earnings on November, 10. They expect $-0.15 earnings per share, down 25.00% or $0.03 from last year’s $-0.12 per share. After $-0.05 actual earnings per share reported by Universal Business Payment Solutions Acquisition Corp for the previous quarter, Wall Street now forecasts 200.00% negative EPS growth.
The stock decreased 2.33% or $0.06 on October 28, hitting $2.51. About 12,898 shares traded hands or 14.10% up from the average. Universal Business Payment Solutions Acquisition Corp (NASDAQ:JTPY) has declined 1.15% since March 28, 2016 and is downtrending. It has underperformed by 5.87% the S&P500.
More news for Universal Business Payment Solutions Acquisition Corp (NASDAQ:JTPY) were recently published by: Businesswire.com, which released: “UBPS to Acquire and Consolidate Three Business Payment Companies in Proposed …” on July 09, 2012. Crainscleveland.com‘s article titled: “Electronic Merchant Systems bought by publicly traded Pennsylvania holding company” and published on July 10, 2012 is yet another important article.
According to Zacks Investment Research, “JetPay Corporation engages in providing a one vendor solution for payment services, debit and credit card processing, ACH services and payroll and tax processing needs of businesses throughout the US. It offers processing services to banks, sales organizations, and merchants. The Company specializes in technology solutions for the e-commerce and card-not-present marketplace. JetPay Corporation, formerly known as Universal Business Payment Solutions Acquisition Corporation, is based in United States.”
JTPY Company Profile
JetPay Corporation, formerly Universal Business Payment Solutions Acquisition Corporation, incorporated on November 12, 2010, is a well-known provider of payment services, such as debit and credit card processing, payroll and human capital management services (HCM services), and card services to businesses and their employees throughout the United States. The Company’s divisions include the JetPay Payment Processing Segment, JetPay HR and Payroll Segment, and Corporate. The JetPay Payment Processing Segment is an end-to-end processor of credit and debit card, and automated clearing house (ACH) payment transactions, with a focus on those processing Internet transactions and recurring billings, as well as traditional retailers and service providers. The JetPay HR and Payroll Segment provides HCM services, including payroll and related payroll tax payment processing, time and attendance, human resource (HR) services, services under the Patient Protection and Affordable Care Act (the Affordable Care Act) and other related services to small and medium-sized employers. It also operates JetPay Card Services, which is focused on providing money management and payment services to unbanked and under-banked employees of its business customers.
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