SCHEDULE 13G/A: Accel-KKR Entities and Principals Disclose Significant Amended Beneficial Ownership in Paymentus Holdings, Inc.
Amended Beneficial Ownership Statement
Accel-KKR Holdings GP, LLC and its affiliated funds, along with principals Robert Palumbo and Thomas Barnds, have filed an amended Schedule 13G disclosing their substantial beneficial ownership in Paymentus Holdings, Inc., collectively holding over 64% of the company's Class A Common Stock on a fully diluted basis.
Summary
- Accel-KKR Holdings GP, LLC, along with several affiliated funds and key individuals Robert Palumbo and Thomas Barnds, filed an Amendment No. 5 to Schedule 13G regarding their beneficial ownership in Paymentus Holdings, Inc.
- Accel-KKR Holdings GP, LLC reported shared voting power over 66,347,432 shares, representing 64.00% of the Class A Common Stock.
- Robert Palumbo and Thomas Barnds each reported aggregate beneficial ownership of approximately 68,684,980 shares, equating to 66.26% of the Class A Common Stock.
- The reported ownership includes a combination of directly held Class A Shares, Class A Shares issuable upon conversion of Class B Shares, and Class A Shares underlying Class B Shares for which a voting proxy is held.
- The percentage ownership is calculated based on 35,178,073 Class A Shares outstanding as of May 2, 2025, plus 68,486,003 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons.
- The filing details the complex ownership structure involving various Accel-KKR funds (e.g., Accel-KKR Capital Partners CV III, LP, Accel-KKR Growth Capital Partners III, LP, Accel-KKR Members Fund, LLC, etc.) and their general partners/managing members.
- The document notes a Stockholders Agreement dated May 24, 2021, which includes voting arrangements with Dushyant Sharma and his affiliates, potentially forming a 'group' that would beneficially own 93,658,421 Class A Shares or 74.16% of the Issuer's outstanding Class A Shares, though the Reporting Persons expressly disclaim membership in this larger group.
Sentiment
Score: 5
Explanation: The document is a factual disclosure of beneficial ownership, providing no performance or forward-looking statements to assess sentiment.
Future Outlook
NA
Industry Context
This filing reflects a significant, concentrated ownership stake by a private equity firm (Accel-KKR) and its principals in Paymentus Holdings, Inc., a common structure in companies that have gone public with substantial pre-IPO institutional backing. Such large ownership percentages can indicate strong investor confidence or a desire for continued influence over strategic direction.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure and Control | The filing details the complex hierarchy of Accel-KKR entities (e.g., Accel-KKR Holdings GP, LLC, UGP, various funds) and the roles of Robert Palumbo and Thomas Barnds as sole directors and members of Topco GP, indicating a highly centralized control structure over the significant beneficial ownership. | NA | This structure grants Accel-KKR and its principals substantial influence over Paymentus Holdings, Inc.'s strategic decisions and corporate direction due to their majority voting power. |
| Voting Arrangements | A Distribution and Voting Agreement (dated February 13, 2012) grants UGP a proxy to vote 1,235,860 Class B Shares held by KKR-AKI Investors L.L.C. if KKR-AKI does not comply with terms. Additionally, a Stockholders Agreement (dated May 24, 2021) outlines voting arrangements among the Issuer, Accel-KKR Funds, KKR-AKI, and Dushyant Sharma and his affiliates. | 2012-02-13 | These agreements solidify the voting control of the Accel-KKR group over a significant portion of Paymentus's shares, ensuring alignment of voting interests and potentially limiting the influence of other shareholders. |
Related Party Transactions
- The document details the intricate web of ownership and control among various Accel-KKR funds and their general partners/managing members, all ultimately controlled by Accel-KKR Holdings GP, LLC, and its principals, Robert Palumbo and Thomas Barnds. This indicates a significant related-party relationship in terms of beneficial ownership and voting control.
- The proxy agreement between KKR-AKI Investors L.L.C. and UGP (an Accel-KKR entity) for voting Class B shares represents a related-party arrangement to consolidate voting power.
Stakeholder Impact
- **Shareholders**: The high concentration of beneficial ownership by Accel-KKR and its principals means that these entities have significant control over company decisions, potentially limiting the influence of minority shareholders. This can provide stability but also reduce the impact of individual shareholder votes.
- **Management**: The strong control by Accel-KKR implies that management's strategic direction will likely be heavily influenced by the objectives and oversight of these major beneficial owners.
Key Dates
| Date | Description |
|---|---|
| 2012-02-13 | Date of Distribution and Voting Agreement between KKR-AKI Investors L.L.C. and AKKR Management Company, LLC (UGP) regarding voting proxy for Class B shares. |
| 2021-05-24 | Date of Stockholders Agreement among Paymentus Holdings, Inc., Accel-KKR Funds, KKR-AKI, and Dushyant Sharma and affiliates. |
| 2021-05-25 | Date of Power of Attorney for Robert Palumbo, referenced in the signature comments. |
| 2025-02-14 | Date of Joint Filing Agreement among Accel-KKR entities and individuals, referenced in the signature comments. |
| 2025-03-31 | Date of Event Which Requires Filing of this Statement. |
| 2025-05-02 | Date as of which 35,178,073 Class A Shares were outstanding, as reported in the Issuer's 10-Q. |
| 2025-05-07 | Date the Issuer's 10-Q was filed, reporting Class A Shares outstanding as of May 2, 2025. |
| 2025-05-14 | Date of filing and signatures for this Schedule 13G Amendment No. 5. |
Keywords
Paymentus Holdings Inc., Accel-KKR, Beneficial Ownership, Schedule 13G, SEC Filing, Common Stock, Class A Shares, Class B Shares, Institutional Investor, Private Equity, Corporate Governance, Voting Rights
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