Amendment: SEC Form SC 13E3/A filed by Nuvei Corporation Subordinate Voting Shares

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13E-3

(Amendment No. 4)

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

NUVEI CORPORATION

 

 

NUVEI CORPORATION

(Name of the Issuer)

 

 

Nuvei Corporation

Neon Maple Purchaser Inc.

Neon Maple Holdings Inc.

Neon Maple Midco Inc.

Neon Maple Parent Inc.

Advent International, L.P.

Advent International GPE X Limited Partnership

AI Maple Aggregator, L.P.

AI Maple Holdings, L.P.

AI Maple Holdings GP Limited

Novacap Management Inc.

Caisse de dépôt et placement du Québec

Philip Fayer

Whiskey Papa Fox Inc.

(Name of Person(s) Filing Statement)

Subordinate Voting Shares, no par value

(Title of Class of Securities)

67079A102

(CUSIP Number of Class of Securities)

 

 

 

Lindsay Matthews Nuvei Corporation 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 (514) 313-1190		Neon Maple Purchaser Inc. Neon Maple Holdings Inc. Neon Maple Midco Inc. Neon Maple Parent Inc. Advent International, L.P. Advent International GPE X Limited Partnership AI Maple Aggregator, L.P. AI Maple Holdings, L.P. AI Maple Holdings GP Limited Prudential Tower, 800 Boylston Street Boston, MA 02199-8069 Attention: Amanda McGrady Morrison (617) 951-9400

(Name, address, and telephone numbers of persons authorized to receive notices and communications on behalf of the persons filing statement)

 

 

Copies to:

 

Adam Givertz Ian Hazlett Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 (212) 373-3000		Evan Rosen Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000		Willard S. Boothby, P.C. Frances D. Dales Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 (212) 446-4800

 

 

This statement is filed in connection with (check the appropriate box):

 

☐	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

☐ The filing of a registration statement under the Securities Act of 1933.

 

☐	A tender offer.

 

☒	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS TRANSACTION STATEMENT ON SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

 

INFORMATION REQUIRED BY SCHEDULE 13E-3

INTRODUCTION

This Amendment No. 4 to Schedule 13E-3 (together with the exhibits attached hereto, this “Final Amended Schedule 13E-3” or “Final Amended Transaction Statement”), which amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2024 (the “Initial Schedule 13E-3”), as amended by Amendment No. 1 to Schedule 13E-3 filed with the SEC on June 4, 2024, Amendment No. 2 to Schedule 13E-3 filed with the SEC on June 7, 2024 and Amendment No. 3 to Schedule 13E-3 filed with the SEC on June 24, 2024, is being filed with the SEC pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Nuvei Corporation, a corporation existing under the federal laws of Canada (“Nuvei”) and the issuer of the subordinate voting shares (the “Subordinate Voting Shares”) that is the subject of the Rule 13e-3 transaction, (ii) Neon Maple Purchaser Inc. (“Purchaser”), a corporation existing under the federal laws of Canada, (iii) Neon Maple Holdings Inc., an Ontario corporation and the parent company of the Purchaser (“Holdings”), (iv) Neon Maple Midco Inc., an Ontario corporation and the parent company of Holdings (“Midco”), (v) Neon Maple Parent Inc., an Ontario corporation and the parent company of Midco (“Canada Parent”), (vi) AI Maple Holdings, L.P., a Cayman Islands exempted limited partnership and the sole stockholder of Canada Parent (“AI Maple Holdings”), (vii) AI Maple Aggregator, L.P., a Cayman Islands exempted limited partnership and the sole limited partner of AI Maple Holdings (“AI Maple Aggregator”), (viii) AI Maple Holdings GP Limited, a Cayman Islands exempted company and the general partner of each of AI Maple Holdings and AI Maple Aggregator (“AI Maple GP”), (ix) Advent International GPE X Limited Partnership, a Cayman Islands exempted partnership and the sole member of AI Maple GP (“AI GPE X”), (x) Advent International, L.P., a Delaware limited partnership and the investment adviser to AI GPE X (“Advent”), (xi) Caisse de dépôt et placement du Québec (“CDPQ”), a legal person governed by an Act respecting the Caisse de dépôt et placement du Québec, (xii) Novacap Management Inc. (“Novacap”), a company incorporated under the laws of Canada and the general partner of certain investment funds and vehicles holding Multiple Voting Shares (as defined below), (xiii) Philip Fayer, and (xiv) Whiskey Papa Fox Inc., a corporation existing under the federal laws of Canada (together with CDPQ, Novacap and Mr. Fayer, each a “Rollover Shareholder” and, collectively, the “Rollover Shareholders”).

This Final Amended Transaction Statement relates to the plan of arrangement (the “Plan of Arrangement”), pursuant to Section 192 of the Canada Business Corporations Act, contemplated by an arrangement agreement between Purchaser and Nuvei, dated as of April 1, 2024 (the “Arrangement Agreement”), pursuant to which Purchaser acquired all of the outstanding Subordinate Voting Shares and multiple voting shares of Nuvei (“Multiple Voting Shares”) that are not Rollover Shares (as defined in the Arrangement Agreement) for a price of US$34.00 per share, in cash. A copy of the Plan of Arrangement is attached to the certificate of arrangement, which is attached as Exhibit (d)(iv) hereto.

This Final Amended Schedule 13E-3 is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to report the results of the transaction that is the subject of the Initial Schedule 13E-3.

Capitalized terms used but not defined in this Final Amended Transaction Statement shall have the meanings given to them in the Circular or the Initial Schedule 13E-3, as applicable.

Except as otherwise set forth herein, the information set forth in the Initial Schedule 13E-3 remains unchanged and is incorporated by reference into this Final Amended Transaction Statement. All information set forth in this Final Amended Transaction Statement should be read together with the information contained in or incorporated by reference in the Initial Schedule 13E-3.

All information contained in, or incorporated by reference into, this Final Amended Transaction Statement concerning each Filing Person has been supplied by such Filing Person, and no Filing Person is responsible for the accuracy or completeness of the information supplied by any other Filing Person.

Item 15. Additional Information

(c) Other Material Information. A special meeting of Nuvei’s shareholders was held on June 18, 2024 (the “Meeting”) to approve a special resolution approving the Plan of Arrangement in the form attached as Appendix A to the Circular (the “Arrangement Resolution”). The Circular was provided to Nuvei’s shareholders pursuant to applicable Canadian law. At the Meeting, the Arrangement Resolution was approved by 99.24% of the votes cast by shareholders, voting together as a single class, as well as 86.04% of the votes cast by holders of subordinate voting shares, excluding votes attached to the subordinate voting shares held, directly or indirectly, by the Rollover Shareholders. On June 20, 2024, the Superior Court of Québec issued a final order approving the Plan of Arrangement. The Arrangement was completed on November 15, 2024.

As a result of the Arrangement, it is anticipated that the Subordinate Voting Shares will no longer be listed on the Toronto Stock Exchange and the Nasdaq Global Select Market (the “Nasdaq”). The Nasdaq has filed an application on Form 25 with the SEC to remove the Subordinate Voting Shares from listing on the Nasdaq and withdraw registration of the Subordinate Voting Shares under Section 12(b) of the Exchange Act. The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. In addition, Purchaser intends to cause Nuvei to submit an application to cease to be a reporting issuer under applicable Canadian securities law, and to cause Nuvei to file a certification and notice on Form 15 (“Form 15”) with the SEC to suspend its reporting obligations under U.S. securities laws, and to otherwise terminate Nuvei’s public reporting requirements. Nuvei’s reporting obligations under Section 12(g) of the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

ITEM 16. EXHIBITS.

 

Exhibit No.		Description
(a)(2)(i)*		Management Information Circular of Nuvei Corporation, dated May 13, 2024.
(a)(2)(ii)*		Form of Proxy for the holders of multiple voting shares.
(a)(2)(iii)*		Form of Proxy for the holders of subordinate voting shares.
(a)(2)(iv)*		Letter of Transmittal.
(a)(2)(v)*		Letter to Shareholders of the Company (incorporated herein by reference to the Circular).
(a)(2)(vi)*		Notice of Special Meeting of Shareholders (incorporated herein by reference to the Circular).
(a)(2)(vii)*		Press Release, dated April 1, 2024 (incorporated by reference to Exhibit 99.1 to Nuvei’s report on Form 6-K submitted to the SEC on April 1, 2024).
(a)(2)(viii)*		Press Release, dated June 18, 2024 (incorporated by reference to Exhibit 99.1 to Nuvei’s report on Form 6-K submitted to the SEC on June 18, 2024).
(a)(2)(ix)*		Press Release, dated June 20, 2024 (incorporated by reference to Exhibit 99.1 to Nuvei’s report on Form 6-K submitted to the SEC on June 20, 2024).
(a)(2)(x)		Press Release, dated November 15, 2024 (incorporated by reference to Exhibit 99.1 to Nuvei’s report on Form 6-K submitted to the SEC on November 15, 2024).
(b)(i)*		Equity Commitment Letter, dated April 1, 2024, by and among Neon Maple Purchaser Inc. and the funds party thereto.
(b)(ii)*		Amended and Restated Commitment Letter, dated April  19, 2024, by and among Neon Maple Purchaser Inc. and the lenders party thereto.
(c)(i)*		Formal Valuation and Fairness Opinion of TD Securities Inc., dated April  1, 2024 (incorporated by reference to Appendix C of the Circular).
(c)(ii)*		Fairness Opinion of Barclays Capital Inc., dated April 1, 2024 (incorporated by reference to Appendix D of the Circular).
(c)(iii)*		Special Committee Discussion Materials Provided by TD Securities Inc. to the Special Committee on January 16, 2024.
(c)(iv)*		Special Committee Discussion Materials Provided by TD Securities Inc. to the Special Committee on February 8, 2024.
(c)(v)*		Special Committee Discussion Materials Provided by TD Securities Inc. to the Special Committee on February 27, 2024.
(c)(vi)*		Special Committee Discussion Materials Provided by TD Securities Inc. to the Special Committee on March 31, 2024.
(c)(vii)*		Discussion Materials Provided by Barclays Capital Inc. to the Board of Directors on April 1, 2024.
(c)(viii)*		Discussion Materials Provided by Barclays Capital Inc. to the Board of Directors on December 18, 2023.

Exhibit No.		Description
(d)(i)*		Arrangement Agreement, dated April  1, 2024, between Neon Maple Purchaser Inc. and Nuvei Corporation (incorporated by reference to Exhibit 99.1 to Nuvei Corporation’s report on Form 6-K submitted to the SEC on April 2, 2024).
(d)(ii)*		Plan of Arrangement under the Canada Business Corporations Act (incorporated herein by reference to Appendix B of the Circular).
(d)(iii)*		Limited Guarantee, dated as of April 1, 2024, executed by the funds party thereto in favor of the Company.
(d)(iv)		Certificate of Arrangement, dated as of November 15, 2024.
(e)(i)*		Support and Voting Agreement, dated April  1, 2024, among Philip Fayer, Whiskey Papa Fox Inc. and Neon Maple Purchaser Inc. (incorporated by reference to Exhibit 99.2 to Nuvei Corporation’s report on Form 6-K submitted to the SEC on April  2, 2024).
(e)(ii)*		Support and Voting Agreement, dated April  1, 2024, among Novacap TMT IV, L.P., Novacap International TMT IV, L.P., NVC TMT IV, L.P., Novacap TMT V, L.P., Novacap International TMT V, L.P., Novacap TMT V-A, L.P., NVC TMT V, L.P., NVC TMT V-A, L.P., Novacap TMT V Co-Investment (Nuvei), L.P. and Neon Maple Purchaser Inc. (incorporated by reference to Exhibit 99.3 to Nuvei Corporation’s report on Form 6-K submitted to the SEC on April 2, 2024).
(e)(iii)*		English translation of Support and Voting Agreement, dated April  1, 2024, between Caisse de dépôt et placement du Québec and Neon Maple Purchaser Inc. (incorporated by reference to Exhibit 99.4 to Nuvei Corporation’s report on Form 6-K submitted to the SEC on April 2, 2024).
(e)(iv)*		Support and Voting Agreement, dated April  1, 2024, between Coretha Rushing and Neon Maple Purchaser Inc. (incorporated by reference to Exhibit 99.5 to Nuvei Corporation’s report on Form 6-K submitted to the SEC on April 2, 2024).
(e)(v)*		Support and Voting Agreement, dated April  1, 2024, between Daniela Mielke and Neon Maple Purchaser Inc. (incorporated by reference to Exhibit 99.6 to Nuvei Corporation’s report on Form 6-K submitted to the SEC on April 2, 2024).
(e)(vi)*		Support and Voting Agreement, dated April  1, 2024, between David Lewin and Neon Maple Purchaser Inc. (incorporated by reference to Exhibit 99.7 to Nuvei Corporation’s report on Form 6-K submitted to the SEC on April 2, 2024).
(e)(vii)*		Support and Voting Agreement, dated April  1, 2024, between David Schwartz and Neon Maple Purchaser Inc. (incorporated by reference to Exhibit 99.8 to Nuvei Corporation’s report on Form 6-K submitted to the SEC on April 2, 2024).
(e)(viii)*		Support and Voting Agreement, dated April  1, 2024, between Lindsay Matthews and Neon Maple Purchaser Inc. (incorporated by reference to Exhibit 99.9 to Nuvei Corporation’s report on Form 6-K submitted to the SEC on April 2, 2024).
(e)(ix)*		Support and Voting Agreement, dated April  1, 2024, between Maren Lau and Neon Maple Purchaser Inc. (incorporated by reference to Exhibit 99.10 to Nuvei Corporation’s report on Form 6-K submitted to the SEC on April 2, 2024).
(e)(x)*		Support and Voting Agreement, dated April  1, 2024, between Pascal Tremblay and Neon Maple Purchaser Inc. (incorporated by reference to Exhibit 99.11 to Nuvei Corporation’s report on Form 6-K submitted to the SEC on April 2, 2024).
(e)(xi)*		Support and Voting Agreement, dated April  1, 2024, between Samir Zabaneh and Neon Maple Purchaser Inc. (incorporated by reference to Exhibit 99.12 to Nuvei Corporation’s report on Form 6-K submitted to the SEC on April 2, 2024).
(e)(xii)*		Support and Voting Agreement, dated April  1, 2024, between Scott Calliham and Neon Maple Purchaser Inc. (incorporated by reference to Exhibit 99.13 to Nuvei Corporation’s report on Form 6-K submitted to the SEC on April 2, 2024).

(e)(xiii)*		Support and Voting Agreement, dated April  1, 2024, between Timothy A. Dent and Neon Maple Purchaser Inc. (incorporated by reference to Exhibit 99.14 to Nuvei Corporation’s report on Form 6-K submitted to the SEC on April 2, 2024).
(e)(xiv)*		Share Transfer Agreement, dated April  1, 2024, among Novacap TMT IV, L.P., Novacap International TMT IV, L.P., NVC TMT IV, L.P., Novacap TMT V, L.P., Novacap International TMT V, L.P., Novacap TMT V-A, L.P., NVC TMT V, L.P., NVC TMT V-A, L.P., Novacap TMT V Co-Investment (Nuvei), L.P., Novacap TMT VI, L.P., Novacap International TMT VI, L.P., Novacap International TMT VI-A, L.P., NVC TMT VI, L.P., NVC TMT VI-A, L.P., NVC TMT VI (S.P.), L.P., NVC TMT VI-A (S.P.), L.P., NVC International TMT VI, L.P., Neon Maple Purchaser Inc. and Neon Maple Parent Inc. (incorporated by reference to Exhibit 99.7 to Nuvei Corporation’s report on Schedule 13D submitted to the SEC on April 8, 2024).
(e)(xv)*		English translation of Share Transfer Agreement, dated April  1, 2024, between Caisse de dépôt et placement du Québec, Neon Maple Purchaser Inc. and Neon Maple Parent Inc. (incorporated by reference to Exhibit 99.8 to Nuvei Corporation’s report on Schedule 13D submitted to the SEC on April 8, 2024).
(e)(xvi)*		Share Transfer and Incentive Award Exchange Agreement, dated April  1, 2024, among Philip Fayer, Whiskey Papa Fox Inc., Neon Maple Purchaser Inc. and Neon Maple Parent Inc. (incorporated by reference to Exhibit 99.9 to Nuvei Corporation’s report on Schedule 13D submitted to the SEC on April 8, 2024).
(f)(i)*		Interim Order (incorporated herein by reference to Appendix E to the Circular)
(f)(ii)*		Section 190 of the Canada Business Corporations Act (incorporated herein by reference to Appendix G of the Circular).
107*		Filing Fee Table.

 

*	Previously filed.

[Remainder of Page Intentionally Left Blank]

SIGNATURES

After due inquiry and to the best of our knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

 

				Nuvei Corporation
Date: November 15, 2024				By:		/s/ Lindsay Matthews
						Name: Lindsay Matthews
						Title: General Counsel
				Advent International, L.P. By: Advent International GP, LLC, General Partner
Date: November 15, 2024				By:		/s/ Neil Crawford
						Name: Neil Crawford
						Title: Vice President of Finance—Fund Administration
				Neon Maple Purchaser Inc.
Date: November 15, 2024				By:		/s/ David Schwartz
						Name: David Schwartz
						Title: Director
				Neon Maple Holdings Inc.
Date: November 15, 2024				By:		/s/ David Schwartz
						Name: David Schwartz
						Title: Chief Financial Officer
				Neon Maple Midco Inc.
Date: November 15, 2024				By:		/s/ David Schwartz
						Name: David Schwartz
						Title: Chief Financial Officer
				Neon Maple Parent Inc.
Date: November 15, 2024				By:		/s/ David Schwartz
						Name: David Schwartz
						Title: Chief Financial Officer
				Advent International GPE X Limited Partnership By: GPE X GP Limited Partnership, General Partner By: Advent International GPE X, LLC, General Partner By: Advent International, L.P., Manager By: Advent International GP, LLC, General Manager
Date: November 15, 2024				By:		/s/ Neil Crawford
						Name: Neil Crawford
						Title: Vice President of Finance—Fund Administration

				AI Maple Holdings, L.P. By: AI Maple Holdings GP Limited, General Partner
Date: November 15, 2024				By:		/s/ Bo Huang
						Name: Bo Huang
						Title: Executive Director
				AI Maple Aggregator, L.P. By: AI Maple Holdings GP Limited, General Partner
Date: November 15, 2024				By:		/s/ Bo Huang
						Name: Bo Huang
						Title: Executive Director
				AI Maple Holdings GP Limited
Date: November 15, 2024				By:		/s/ Bo Huang
						Name: Bo Huang
						Title: Executive Director
				Caisse de dépôt et placement du Québec
Date: November 15, 2024				By:		/s/ Jacques Marchand
						Name: Jacques Marchand
						Title: Authorized Signatory
Date: November 15, 2024				By:		/s/ Christian Grimm
						Name: Christian Grimm
						Title: Authorized Signatory
				Novacap Management Inc.
Date: November 15, 2024				By:		/s/ Pascal Tremblay
						Name: Pascal Tremblay
						Title: President and CEO, Managing Partner
				Philip Fayer
Date: November 15, 2024				By:		/s/ Philip Fayer
				Whiskey Papa Fox Inc.
Date: November 15, 2024				By:		/s/ Philip Fayer
						Name: Philip Fayer
						Title: President & Secretary