Item 1.02 Termination of a Material Definitive Agreement
On February 22, 2023, effective as of the closing of the merger described under
Item 2.01 on this Form 8-K, the Company terminated that certain Credit
Agreement, dated as of June 25, 2021, by and among the Paya Holdings III, LLC,
Paya Inc., Paya Holdings II, LLC, each lender from time to time party thereto
and Credit Suisse AG, Cayman Islands Branch and concurrently repaid all advances
and other obligations outstanding thereunder.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information contained in the Introductory Note of this Current Report on
Form 8-K is incorporated herein by reference.
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof, Merger Sub commenced a tender offer (the "Offer"), to
purchase all of the issued and outstanding shares of common stock, par value
$0.001 per share, of the Company (the "Shares") at a price of $9.75 per Share
(the "Offer Price"), in cash, without interest thereon (but subject to
applicable withholding).
The Offer was not extended and the Offer and related withdrawal rights expired
as scheduled at one minute past 11:59 p.m., Eastern Time, on February 21, 2023
(such date and time, the "Expiration Time"). Continental Stock Transfer & Trust
Company, in its capacity as depositary agent and paying agent for the Offer (the
"Depositary and Paying Agent"), has advised Merger Sub that, 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withdrawn pursuant to the Offer, representing 83.49% of the issued and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 (including, for these purposes,
shares forfeited pursuant to the terms of the Sponsor Support Agreement, dated
August 3, 2020, by and among the persons set forth therein). Accordingly, the
Minimum Condition (as defined in the Merger Agreement) 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for payment the Shares that were validly tendered and not validly withdrawn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. Parent has transmitted
payment for such Shares to the Depositary and Paying Agent, which will disburse
the merger consideration to tendering Company stockholders whose Shares have
been accepted for payment in accordance with the terms of the Offer.
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"), on February 22, 2023,
Merger Sub merged with and into the Company (the "Merger"), with the Company
surviving the Merger as an indirect, wholly owned subsidiary of Parent in
accordance with the DGCL. At the effective time of the Merger (the "Effective
Time"), each Share that was not (a) validly tendered and irrevocably accepted
for purchase pursuant to the Offer, (b) held by a stockholder who is entitled to
demand appraisal and who has properly and validly exercised appraisal rights in
accordance with, and who has complied with, applicable law, or (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.
The portion of each of the Company's stock options (the "Options") that was
outstanding and vested as of immediately prior to the Effective Time and that
had an exercise price less than the Offer Price was canceled and converted into
the right to receive a lump sum cash payment, without interest, in an amount
equal to the product of (i) the total number of Shares subject to such vested
Option, multiplied by (ii) the excess of (a) the Offer Price over (b) the
exercise price per Share under such Option. The portion of each Option that was
outstanding and unvested as of immediately prior to the Effective Time and that
had an exercise price less than the Offer Price was converted into an option (a
"Parent Option") to purchase a number of subordinate voting shares of Parent
("Parent Shares") equal to the product (rounded down to the nearest share) of
(x) the number of Shares subject to such unvested Option multiplied by (y) the
exchange ratio (which is based on the ratio of the Offer Price to the trading
price of Parent Shares), with an exercise price per Parent Share (rounded up to
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On February 22, 2023, the Company (i) notified The Nasdaq Capital Market
("Nasdaq") of the consummation of the Merger and (ii) requested that Nasdaq
suspend trading of the Shares and, following the Effective Time, file with the
SEC a Form 25, Notification of Removal from Listing and/or Registration, to
delist all of the Shares from Nasdaq and deregister the Shares under Section
12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Company also intends to file a Certification and Notice of Termination of
Registration on Form 15 with the SEC requesting the termination of registration
of the Common Stock under Section 12(g) of the Exchange Act and the suspension
of the Company's reporting obligations under Sections 13 and 15(d) of the
Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03
of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01 Change in Control of Registrant.
The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03
of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the consummation of the Offer and the consummation of the Merger
in accordance with Section 251(h) of the DGCL on February 22, 2023, a change in
control of the Company occurred. At the Effective Time, the Company became an
indirect, wholly-owned subsidiary of Parent. The merger consideration was funded
through a combination of (a) cash on the balance sheet of Parent and of the
Company and (b) borrowings under one or more of Parent's revolving credit
facilities.
2
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated herein by reference.
In accordance with the terms of the Merger Agreement, (i) each of Aaron Cohen,
Jeffrey Hack, Debora Boyda, Oni Chukwu, Michael Gordon, KJ McConnell, Collin
Roche, Sid Singh, Anna May Trala and Stuart Yarbrough resigned from his or her
respective position as a member of the Company's board of directors and all
committees thereof, effective as of the Effective Time and (ii) Vicky Bindra and
David Schwartz, each a director of Merger Sub immediately prior to the Effective
Time, became directors of the Company, in each case, effective as of the
Effective Time. These resignations were tendered in connection with the Merger
and not as a result of any disagreements between the Company and the resigning
individuals on any matters related to the Company's operations, policies or
practices.
In accordance with the terms of the Merger Agreement, each officer of Merger Sub
immediately prior to the Effective Time became an officer of the Company
effective as of the Effective Time. The officers of Merger Sub immediately prior
to the Effective Time were Philip Fayer, Chief Executive Officer and President,
David Schwartz, Chief Financial Officer, Lindsay Matthews, Secretary and Vicky
Bindra, Vice President. Effective immediately following completion of the
Merger, all of the incumbent officers of the Company, as of immediately prior to
the effectiveness of the Merger, were removed as officers of the Company.
Biographical and other information with respect to Philip Fayer, David Schwartz,
Lindsay Matthews and Vicky Bindra is set forth in Schedule I to the Offer to
Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer
Statement on Schedule TO filed with the SEC by Parent on January 24, 2023 and is
incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, the certificate of incorporation
of the Company was amended and restated in its entirety, effective as of the
Effective Time, and the bylaws of the Company were amended and restated in their
entirety, effective as the Effective Time. Copies of the Company's amended and
restated certificate of incorporation and amended and restated bylaws are
included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
2.1* Agreement and Plan of Merger, dated as of January 8, 2023, by and
among Nuvei Corporation, Pinnacle Merger Sub, Inc. and Paya Holdings
Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K filed by Paya Holdings Inc. with the SEC on January 9, 2023).
3.1 Amended and Restated Certificate of Incorporation of Paya Holdings
Inc.
3.2 Amended and Restated Bylaws of Paya Holdings Inc.
104 Cover Page Interactive Date File (embedded within the Inline XBRL
document)
* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company
agrees to furnish supplementally a copy of any omitted schedule to the SEC upon
request.
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PAYA HOLDINGS INC. 
