Nuvei Corporation (TSX:NVEI) entered into a definitive agreement to acquire Paya Holdings Inc. (NasdaqCM:PAYA) from GTCR-Ultra Holdings, LLC and others for $1.3 billion on January 8, 2023. Under the terms of the agreement, Nuvei will commence a tender offer to purchase all of the issued and outstanding shares of common stock of Paya for $9.75 per share in cash. Nuvei expects to finance the acquisition with a combination of cash on hand, an existing credit facility and a new committed $600 million first lien secured credit facility. Bank of Montreal and Royal Bank of Canada have provided committed financing to Nuvei. Following the consummation of the offer, subject to the terms and conditions of the merger agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “ DGCL ”), merger sub will be merged with and into the company, with the company surviving the merger as a wholly owned subsidiary of parent in accordance with the DGCL. Following the successful completion of the tender offer, Nuvei will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. Paya will pay a termination fee of $37.862852 million to Nuvei, in case Paya terminates the transaction. On January 24, 2023, Purchaser commenced the Offer. The Offer and withdrawal rights will expire at one minute following 11:59 p.m., New York City time, on Tuesday, February 21, 2023

The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Paya’s outstanding shares, the expiration or termination of the antitrust waiting period, and other customary conditions. The transaction has been unanimously approved by both Nuvei's and Paya's Board of Directors, and the Board of Directors of Paya intends to recommend the transaction to Paya’s stockholders. On January 8, 2023, in connection with the execution and delivery of the Merger Agreement, GTCR owning approximately 34% of the outstanding shares, entered into a tender and support agreement to tender all of the shares in favor of the transaction. The waiting period under the HSR Act expired on February 6, 2023. The transaction is expected to close by the end of the first quarter of 2023. The transaction is expected to be accretive to adjusted EPS in 2023. Evan Rosen (corporate), David Hahn and Welton E. Blount (finance), Veronica M. Wissel (executive compensation team), William A. Curran (tax), Matthew J. Bacal (IP), Daniel P. Stipano (financial institutions team), Jesse Solomon (antitrust and competition), and Marcel Fausten (capital markets) of Davis Polk & Wardwell LLP and Stikeman Elliott LLP acted as legal advisor to Nuvei. Sanford E. Perl, Mark A. Fennell, Sarkis Jebejian, Peter Fritz, Thomas Dobleman, Stephen Jacobson, Sophia Hudson, Jennifer Lee, Ian John, Chuck Boyars, Polina Liberman and Rachael G. Coffey of Kirkland & Ellis LLP acted as legal advisor to Paya. J.P. Morgan Securities LLC and Raymond James & Associates, Inc. acted as financial advisors and fairness opinion provider to Paya. Barclays Capital Inc., BMO Capital Markets, RBC Capital Markets and Evercore Group LLC acted as financial advisors to Nuvei. Elizabeth Cooper, Katherine Krause, Russell Light and Jennifer Nadborny of Simpson Thacher & Bartlett LLP acted as legal advisor to GTCR. Continental Stock Transfer & Trust Company served as transfer agent ad depository to Paya Holdings. Paya Holdings has agreed to pay J.P. Morgan a fee of approximately $12 million for its services, $2.25 million of which became payable upon delivery of the opinion and the remainder of which is contingent and payable upon the consummation of the Offer and the Merger.

Nuvei Corporation (TSX:NVEI) completed the acquisition of Paya Holdings Inc. (NasdaqCM:PAYA) from GTCR-Ultra Holdings, LLC and others on February 21, 2023. As of the Expiration Time, 110,558,939 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing 83.49% of the issued and outstanding Shares as of the Expiration Time. Accordingly, the Minimum Condition has been satisfied. As a result of the satisfaction of the Minimum Condition and each of the other conditions to the Offer, at the Expiration Time, Parent and Merger Sub accepted for payment the Shares that were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time. Each Share that was not (a) validly tendered and irrevocably accepted for purchase pursuant to the Offer, (b) held by a stockholder, (c) held by Parent, Merger Sub, or any other direct or indirect wholly owned subsidiary of Parent, was converted into the right to receive cash in an amount equal to the Offer Price, on the terms and subject to the conditions set forth in the Merger Agreement. Following the consummation of the Merger, the Shares will be delisted and will cease to trade on The Nasdaq Capital Market. Melissa Sawyer of Sullivan & Cromwell LLP represents J.P. Morgan Securities LLC as financial adviser to Paya Holdings Inc.