SEC Form SC 13E3/A filed by Nuvei Corporation Subordinate Voting Shares (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 1)
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. 1 to Schedule 13E-3 (together with the exhibits attached hereto (the “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”), 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 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 will acquire all of the outstanding subordinate voting shares of Nuvei (“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 included as Appendix B to the Management Proxy Circular, which is attached as Exhibit (a)(2)(i) hereto (the “Circular”). A special meeting of Nuvei’s shareholders has been called for 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 has been provided to Nuvei’s shareholders pursuant to applicable Canadian law.
Capitalized terms used but not defined in this 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 Amended Transaction Statement. All information set forth in this 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 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 1. SUMMARY TERM SHEET.
| 1. | The following paragraph under Item 1 is hereby deleted: |
“The Purchaser Filing Parties believe the Arrangement is preferable to other transaction structures because the Arrangement (i) is the most direct and effective way to enable the Purchaser to acquire ownership and control of all of the Subordinate Voting Shares and the Multiple Voting Shares at the same time, (ii) represents an opportunity for the Shareholders (other than the Rollover Shareholders) to immediately realize the value of their investment in the Company, with price certainty at a significant and attractive premium on the Subordinate Voting Shares of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq on March 15, 2024, the last trading day prior to media reports regarding a potential transaction involving the Company, and a premium of approximately 48% to the 90-day volume weighted average trading price per Subordinate Voting Share as of such date, and (iii) also allows Philip Fayer (directly and indirectly through WPF) to maintain a significant portion, and allows Novacap and CDPQ to maintain a portion, of their respective equity investment in the Company to preserve and expand upon the long-term strategy, vision and core values of Nuvei. In the course of considering the going-private transaction, the Purchaser Filing Parties did not actively consider alternative transaction structures because the Purchaser Filing Parties believed no other alternatives would enable them to achieve the same objectives.”
| 2. | The following paragraph under Item 1 is hereby added: |
“The Purchaser Filing Parties believe the Arrangement is preferable to other transaction structures because the Arrangement (i) is the most direct and effective way to enable the Purchaser to acquire ownership and control of all of the Subordinate Voting Shares and the Multiple Voting Shares at the same time, (ii) represents an opportunity for the Shareholders (other than the Rollover Shareholders) to immediately realize the value of their investment in the Company, with price certainty at a significant and attractive premium on the Subordinate Voting Shares of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq on March 15, 2024, the last trading day prior to media reports regarding a potential transaction involving the Company, and a premium of approximately 48% to the 90-day volume weighted average trading price per Subordinate Voting Share as of such date, and (iii) also allows Philip Fayer (directly and indirectly through WPF) to maintain a significant portion, and allows Novacap and CDPQ to maintain a portion, of their respective equity investment in the Company to preserve and expand upon the long-term strategy, vision and core values of Nuvei. In the course of considering the going-private transaction, the Purchaser Filing Parties did not consider alternative transaction structures because the Purchaser Filing Parties believed no other alternatives would enable them to achieve the same objectives.”
ITEM 2. SUBJECT COMPANY INFORMATION.
(c) Item 2(c) is hereby amended and supplemented as follows:
There is no established trading market for the Multiple Voting Shares.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The disclosure listing the directors and executive officers of the Company and each Purchaser Filing Party under Item 3(a) and pursuant to Item 1003(c) of Regulation M-A is hereby amended and restated as follows:
“APPENDIX H
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY AND
EACH PURCHASER FILING PARTY
1. Directors and Executive Officers of the Purchaser Entities1
Each of the Purchaser Entities was formed in connection with the Arrangement. Set forth below is the name, position, principal occupation(s) held in the past five years, business address and citizenship of the executive officers and directors of (i) the Purchaser and (ii) each of the other Purchaser Entities: Canada Parent, Neon Maple Midco Inc. and Neon Maple Holdings Inc. The business telephone number of each director and executive officer of the Purchaser Entities is (+1) 617-951-9400, except as noted below.
During the last five years, none of the Purchaser Entities nor any of the directors or executive officers of any Purchaser Entity have been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment or decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| Executive Officers and Directors of Purchaser | ||||||||||
| Benjamin Scotto USA |
Purchaser | c/o Advent International, L.P., Prudential Tower | Director and President | March 2024 | Present | |||||
| 1 | Advent positions prior to June 30, 2023 are reflective of positions held at Advent International Corporation. |
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
800 Boylston Street Boston, MA 02199-8069 USA |
|||||||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Vice President, Deputy Chief Financial Officer, Assistant Treasurer | June 2023 | Present | ||||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Vice President of Finance | June 2020 | June 2023 | ||||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Vice President of Finance – Financial Planning & Analysis and General Partner Group | July 2010 | June 2020 | ||||||
| Donald Whitt USA c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Purchaser | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Secretary and Treasurer | March 2024 | Present | |||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Vice President of Global Tax | April 2019 | Present | ||||||
| Neil Crawford USA c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Purchaser | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA
|
Director | March 2024 | Present | |||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA
|
Vice President of Finance – Fund Administration | June 2023 | Present | ||||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA
|
Director Fund Administration | January 2020 | June 2023 | ||||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA
|
Controller | November 2015 | December 2019 | ||||||
| Kevin West2 Canada |
Purchaser | c/o Advent International, L.P., Prudential Tower | Director | March 2024 | Present |
| 2 | The business telephone number of Kevin West is 416-304-4269. |
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| c/o SkyLaw 3 Bridgman Avenue, Suite 204 on Floor 2.5 Toronto, ON M5R 3V4 Canada |
800 Boylston Street Boston, MA 02199-8069 USA |
|||||||||
| SkyLaw Professional Corporation | c/o SkyLaw 3 Bridgman Avenue, Suite 204 on Floor 2.5 Toronto, ON M5R 3V4 Canada |
President | October 2010 | Present | ||||||
| Executive Officers and Directors of Other Purchaser Entities | ||||||||||
| Benjamin Scotto USA c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Other Purchaser Entities | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Director | March 2024 | Present | |||||
| Other Purchaser Entities | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
President | March 2024 | Present | ||||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Vice President, Deputy Chief Financial Officer, Assistant Treasurer | June 2023 | Present | ||||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Vice President of Finance | June 2020 | June 2023 | ||||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Vice President of Finance – Financial Planning & Analysis and General Partner Group | July 2010 | June 2020 | ||||||
| Donald Whitt USA c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Other Purchaser Entities | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA
|
Secretary and Treasurer | March 2024 | Present | |||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Vice President of Global Tax | April 2019 | Present | ||||||
2. Directors and Executive Officers of the Advent Entities
Along with the Purchaser Entities, each of AI Maple Holdings, L.P. and its sole limited partner, AI Maple Aggregator, L.P. (together, the “Advent Holding Partnerships”) was formed in connection with the Arrangement. The Advent Holding Partnerships are controlled by their general partner, AI Maple Holdings GP Limited. Advent International GPE X Limited Partnership, which is controlled by Advent, is the sole
limited partner of AI Maple Aggregator, L.P. and the sole shareholder of AI Maple Holdings GP Limited. Advent is controlled by its general partner, Advent International GP, LLC (the “Advent Control Entity”).
Advent is one of the largest and most experienced global private equity investors. The firm has invested in over 415 private equity investments across more than 40 countries and regions, and as of September 30, 2023, had $91 billion in assets under management.
Set forth below is the name, position, present principal occupation, business address and citizenship of the executive officers and directors of (i) AI Maple Holdings GP Limited, (ii) Advent and (iii) the Advent Control Entity. The business telephone number of each director and executive officer of AI Maple Holdings GP Limited, Advent and the Advent Control Entity is (+1) 617-951-9400, except as noted below.
During the last five years, none of AI Maple Holdings GP Limited, Advent or the Advent Control Entity, nor any of the directors or executive officers of AI Maple Holdings GP Limited, Advent or the Advent Control Entity have been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment or decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| Executive Officers and Directors of AI Maple Holdings GP Limited | ||||||||||
| Chris Egan USA c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
AI Maple Holdings GP Limited | c/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | Director | April 2024 | Present | |||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Senior Vice President & Managing Partner | June 2019 | Present | ||||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Vice President, Managing Director | July 2010 | June 2019 | ||||||
| Jeff Paduch USA c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
AI Maple Holdings GP Limited | c/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | Director | April 2024 | Present | |||||
| Advent International | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Managing Partner | January 2020 | Present | ||||||
| Advent International | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Managing Director | January 2014 | December 2019 | ||||||
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| Bo Huang USA c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
AI Maple Holdings GP Limited | c/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | Director | April 2024 | Present | |||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Vice President & Managing Director | May 2022 | Present | ||||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Principal | January 2018 | May 2022 | ||||||
| Executive Officers and Directors of Advent | ||||||||||
| Heather R. Zuzenak USA c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Advent and Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Chief Compliance Officer | July 2013 | Present | |||||
| Executive Officers and Directors of Advent International GP, LLC | ||||||||||
| James G.A. Brocklebank3 England c/o Advent International Ltd., 160 Victoria Street, London SW1E 5LB United Kingdom |
Advent Control Entity | c/o Advent International Ltd., 160 Victoria Street, London SW1E 5LB United Kingdom |
Director | June 2023 | Present | |||||
| Advent Control Entity | c/o Advent International Ltd., 160 Victoria Street, London SW1E 5LB United Kingdom |
Senior Vice President & Managing Partner | June 2015 | Present | ||||||
| Advent Control Entity | c/o Advent International Ltd., 160 Victoria Street, London SW1E 5LB United Kingdom |
Executive Officers Committee Member | January 2015 | Present | ||||||
| David M. Mussafer USA c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Director | February 2006 | Present | |||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Chairman & Managing Partner | June 2016 | Present | ||||||
| 3 | The business telephone number of James G.A. Brocklebank is +44 (0)20 7333 0800. |
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Executive Officers Committee Member | July 2002 | Present | ||||||
| John L. Maldonado USA c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Director | December 2020 | Present | |||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Executive Officers Committee Member | March 2020 | Present | ||||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Senior Vice President & Managing Partner | June 2017 | Present | ||||||
| Susan Gentile USA c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Senior Vice President & Managing Director, Chief Financial Officer, Treasurer | October 2022 | Present | |||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Managing Director, Chief Financial Officer | August 2022 | Present | ||||||
| H.I.G. Capital | 1450 Brickell Avenue 31st Floor Miami, FL 33131 |
Chief Financial Officer | May 2018 | July 2022 | ||||||
| Amanda McGrady Morrison USA c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Vice President | January 2023 | Present | |||||
| Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Managing Director, Chief Legal Officer, General Counsel | September 2022 | Present | ||||||
| Ropes & Gray LLP | Prudential Tower 800 Boylston Street Boston, MA 02199-3600 USA |
Partner | November 2009 | September 2022 | ||||||
| Andrew D. Dodge USA |
Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street |
Vice President, Deputy General Counsel, Secretary | June 2014 | Present |
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Boston, MA 02199-8069 USA |
|||||||||
| Heather K. Miner USA c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Managing Director, Chief Operating Officer | November 2022 | Present | |||||
| Goldman Sachs | 200 West Street New York, NY 10282 United States
|
Partner, Global Co-Head of Client Solutions & Capital Markets, Asset Management | March 2022 | July 2022 | ||||||
| Goldman Sachs | 200 West Street New York, NY 10282 United States
|
Partner, Chief Operating Officer, Asset Management | April 2021 | March 2022 | ||||||
| Goldman Sachs | 200 West Street New York, NY 10282 United States |
Partner, Global Head of Investor Relations | September 2017 | April 2021 | ||||||
| Heather R. Zuzenak USA c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Advent and Advent Control Entity | c/o Advent International, L.P., Prudential Tower 800 Boylston Street Boston, MA 02199-8069 USA |
Chief Compliance Officer | July 2013 | Present | |||||
| Patrice Etlin4 Brazil and France c/o Advent do Brasil Consultoria e Participações Ltda., Av. Brig. Faria Lima 3400, conj 41, 04538-132 São Paulo, SP Brazil |
Advent Control Entity | Advent do Brasil Consultoria e Participações Ltda., Av. Brig. Faria Lima 3400, conj 41, 04538-132 São Paulo, SP Brazil |
Senior Vice President & Managing Partner | June 2015 | Present | |||||
| Advent Control Entity | Advent do Brasil Consultoria e Participações Ltda., Av. Brig. Faria Lima 3400, conj 41, 04538-132 São Paulo, SP Brazil |
Executive Officers Committee Member | January 2015 | Present | ||||||
| Jan Janshen5 Germany c/o Advent International Ltd., 160 Victoria Street, London SW1E 5LB United Kingdom |
Advent Control Entity | c/o Advent International Ltd., 160 Victoria Street, London SW1E 5LB United Kingdom |
Executive Officers Committee Member | June 2017 | Present | |||||
| Advent Control Entity | c/o Advent International Ltd., 160 Victoria Street, London SW1E 5LB United Kingdom
|
Senior Vice President & Managing Partner
|
April 2017 | Present |
| 4 | The business telephone number of Patrice Etlin is +55 11 3014 6800. |
| 5 | The business telephone number of Jan Janshen is +44 (0)20 7333 0800. |
3. Directors and Executive Officers of the Company
The names and material occupations, positions, offices or employment during the past five years of each director and executive officer of the Company is listed below. The business telephone number of each director and executive officer of the Company is (514) 313-1190.
During the last five years, neither the Company nor any of the directors or executive officers of the Company have been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment or decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| Philip Fayer Canada c/o 900-1100 René-Lévesque Boulevard West, Montréal, Québec H3B5K6 |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Director | September 2017 | Present | |||||
| Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Chair, Chief Executive Officer | September 2017 | Present | ||||||
| WPF | c/o 345 Victoria Avenue, Suite 510 Westmount Québec H3Z 2N1 | President & Secretary | October 2017 | Present | ||||||
| Timothy A. Dent USA c/o 254 Commonwealth Ave, Boston MA 02116 |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Director | August 2022 | Present | |||||
| DraftKings Inc. | c/o 222 Berkeley St, Boston, MA | Chief Financial and Chief Compliance Officer | January 2013 | May 2022 | ||||||
| Maren Hwei Chyun Lau USA c/o Av. Brigadeiro Faria Lima, 3732, Itaim Bibi, São Paulo - SP São Paulo 04538-132 (Brazil) |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Director | August 2022 | Present | |||||
| Meta Brazil | c/o Rua Leopoldo Couto de Maalhaes Junior, 700 São Paulo Brazil 04542-200 |
Regional Vice President | February 2019 | Present | ||||||
| David Lewin Canada c/o 3400 rue de l’Église, Suite 700, Brossard, Québec J4Z 0P3, Canada |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Director | September 2017 | Present | |||||
| Novacap TMT | c/o 3400 rue de l’Église, Suite 700, Brossard, Québec J4Z 0P3, Canada |
Senior Partner | January 2011 | Present | ||||||
| Novacap DI Funds | c/o 3400 rue de l’Église, Suite 700, Brossard, Québec J4Z 0P3, Canada |
Senior Partner | January 2011 | Present |
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| Daniela Mielke USA and Germany c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Director | September 2020 | Present | |||||
| Commerce Technology Advisors, LLC | c/o 2570 Purisima Creek Road, Half Moon Bay, CA 94019 |
Managing Partner | April 2016 | Present | ||||||
| RS2 Software Inc. | c/o 4643 S Ulster Street, Suite 1285, Denver CO 8023 |
Chief Executive Officer | February 2018 | December 2020 | ||||||
| Coretha Rushing USA c/o 2221 Peachtree Street NE, STE D322 Atlanta Georgia 30309 |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Director | August 2023 | Present | |||||
| The ExCo Leadership Group | c/o 1621 M Kent Street, Suit 805, Arlington, VA 22209 | Managing Director and Executive Mentor | February 2020 | Present | ||||||
| Equifax, Inc. | c/o 1550 Peachtree St E, Atlanta, GA 30309 | Chief People Officer | May 2006 | January 2020 | ||||||
| ThredUp Inc. | c/o 114 Sansome St., 5th Floor, San Francisco, CA 94104 | Director | January 2020 | Present | ||||||
| 2U Inc. | c/o 7900 Harkins Road Lanham, MD 20706 |
Director | July 2016 | Present | ||||||
| Spencer Stuart | c/o 90 Park Ave 4th Floor, New York, NY 10016 | External Board Advisor | January 2021 | Present | ||||||
| CR Consulting Alliance LLC | c/o 2221 Peachtree Road NE, Suite D-322, Atlanta, GA 30309 | President | November 2019 | Present | ||||||
| Pascal Tremblay Canada c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3 |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Director | September 2017 | Present | |||||
| Novacap Fund Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Director | July 2014 | Present | ||||||
| Novacap Fund Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Officer (President, TMT) and Managing Partner | September 2014 | Present | ||||||
| Novacap TMT | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | President and Chief Executive Officer, Managing Partner | July 2017 | Present | ||||||
| Novacap DI Funds | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Managing Partner | July 2022 | Present | ||||||
| Samir Zabaneh Canada and Jordan |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Director | March 2022 | Present |
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| c/o 85 Richmond Street West, 11th Floor, Toronto, Ontario, Canada | TouchBistro, Inc. | c/o 85 Richmond Street West, 11th Floor, Toronto, Ontario | Chief Executive Officer and Chair | April 2021 | Present | |||||
| ACI Worldwide |
c/o ACI Worldwide, 2811 Ponce de Leon Blvd, PH1, Coral Gables, FL 33134 | Director | August 2021 | Present | ||||||
| Fiserv, Inc. (previously First Data Corporation) |
c/o 1 Broadway, New York, NY 10004 |
EVP | July 2018 | March 2020 | ||||||
| David Schwartz Canada c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Chief Financial Officer | November 2018 | Present | |||||
| Max Attias Israel and France c/o 121 Menachem Begin Tel Aviv, Israel |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Chief Information Officer | May 2024 | Present | |||||
| Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Group Chief Technology Officer | October 2021 |
May 2024 | ||||||
| Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Chief Operating Officer | November 2019 |
September 2021 | ||||||
| SafeCharge | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Chief Information Officer | September 2018 | November 2019 | ||||||
| Lindsay Matthews Canada c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | General Counsel and Corporate Secretary | May 2021 | Present | |||||
| Gildan Activewear Inc. |
c/o 600 de Maisonneuve West, 33rd floor, Montréal, Québec, H3A 3J2, Canada | Vice-President, General Counsel and Corporate Secretary |
January 2010 | May 2021 | ||||||
| Neil Erlick Canada c/o 1100 Boul. René-Lévesque O #900, Montréal, QC H3B 4N4 |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Chief Corporate Development Officer | January 2021 | Present | |||||
| Payment Sports & Entertainment Inc. |
c/o 468 rue Dufferin Hampstead (Québec) H3X 2Y9 |
Founder | May 2020 | December 2020 | ||||||
| Paysafe Group | c/o 5335 Gate Parkway Fourth Floor Jacksonville, FL 32256 | EVP, Business Development | May 2015 | December 2019 | ||||||
| Yuval Ziv Israel |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | President | February 2022 | Present |
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Managing Director (Digital Payments) | October 2019 | February 2022 | |||||
| SafeCharge | c/o Tsarigradsko Shoshe 115L Sofia, Bulgaria |
Chief Operating Officer | April 2014 | October 2019 | ||||||
| SafeCharge | c/o Tsarigradsko Shoshe 115L Sofia, Bulgaria |
Chief Commercial Officer | October 2018 | October 2019 | ||||||
| Kanwarpal Singh (Vicky) Bindra USA c/o 1375 N Scottsdale Rd # 400, Scottsdale, AZ 85257 |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Chief Product & Operations Officer | November 2022 | Present | |||||
| Fidelity National Information Services, Inc. | c/o 347 Riverside Avenue Jacksonville, Florida 32202 | Group President, Chief Product Officer | May 2020 | October 2022 | ||||||
| Pine Labs Private Ltd. | c/o Candor TechSpace, 4th & 5th Floor, Tower 6, Plot No. B2, Sector 62, Noida, U.P., India 201309 | CEO | April 2018 | March 2020 | ||||||
| Scott Calliham USA c/o 1375 N Scottsdale Rd # 400, Scottsdale, AZ 85257 |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Chief Strategy Officer | May 2023 | Present | |||||
| Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | SVP, Head of M&A and Strategy | November 2018 | May 2023 | ||||||
| Caitlin Shetter USA c/o 303 Perimeter Center N #600, Atlanta, GA 30346 |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Chief People Officer | May 2023 | Present | |||||
| Paya Holdings Inc. | c/o 303 Perimeter Center N, Atlanta, GA 30346 | Chief People Officer | January 2022 | May 2023 | ||||||
| Variant Inc. | c/o 14367 Howard Rd, Dayton, Maryland, 21036, United States | Head of People | December 2021 | December 2022 | ||||||
| Spanx Inc. | c/o 3035 Peachtree Rd. NE, Atlanta, GA 30305 | Head of People | July 2017 | July 2020 | ||||||
| Gang Wang USA c/o 1375 N Scottsdale Rd # 400, Scottsdale, AZ 85257 |
Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Chief Technology Officer | May 2024 | Present | |||||
| Stripe Inc. | c/o 354 Oyster Point Blvd, South San Francisco, CA 94080 | Head of Payment Method | February 2020 | May 2024 | ||||||
| Intuit | c/o 2700 Coast Ave. Mountain View, CA 94043 | VP of Engineering | January 2007 | February 2020 |
4. Directors and Executive Officers of CDPQ
Set forth below is the name, position, present principal occupation, business address and citizenship of the executive officers and directors of CDPQ. The business telephone number of each director and executive officer of CDPQ is (514) 842-3261.
During the last five years, neither CDPQ nor any of the directors or executive officers of CDPQ have been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment or decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| Jean St-Gelais Canada c/o 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 |
Chairman of the Board of Directors | October 2021 | Present | |||||
| CDPQ | c/o 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 |
Corporate Director | May 2021 | October 2021 | ||||||
| La Capitale Assurance et services financiers, La Capitale mutuelle de l’administration publique et La Capitale groupe financier | c/o 2525, boulevard Laurier, Québec (Québec) G1V 2L2 |
President and Chief Executive Officer | May 2016 | June 2020 | ||||||
| Jean-François Blais Canada c/o 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 |
Corporate Director | May 2020 | Present | |||||
| Ivana Bonnet-Zivcevic Serbia and France c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 |
Corporate Director | May 2020 | Present | |||||
| Credit Agricole CIB Italy | c/o Credit Agricole Corporate Investment Bank, Piazza Cavour, 2 20121 Milano, Italy |
Senior Country Officer | July 2014 | March 2023 | ||||||
| Florence Brun-Jolicoeur Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | October 2023 | Present | |||||
| Aviseo | c/o 451 Rue Sainte-Catherine Suite 301, Montréal, QC H3B 1B1 | Senior Consultant, Strategy | March 2022 | Present | ||||||
| KPMG | c/o 600, boul. de Maisonneuve Ouest, Bureau 1500, Montréal, QC, H3A 3J2 | Senior Consultant, Forensic Accounting | February 2021 | February 2022 | ||||||
| KPMG | c/o 600, boul. de Maisonneuve Ouest, Bureau 1500, Montréal, QC, H3A 3J2 | Consultant, Audit | January 2018 | February 2022 | ||||||
| Alain Côté Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | August 2019 | Present | |||||
| Deloitte | c/o 1190 Av. des Canadiens-de-Montréal #500, Montréal, QC H3B 0M7 | Partner | October 1980 | May 2019 | ||||||
| René Dufresne Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | June 2022 | Present | |||||
| Retraite Québec |
c/o 2600, Laurier Blvd, Suite 544 Québec (Québec) G1V 4T3 | President and Chief Executive Officer | January 2022 | Present | ||||||
| Ministère de l’agriculture, des Pêcheries et de l’alimentation |
c/o 200, chemin Sainte-Foy Québec (Québec) G1R 4X6 |
Deputy Minister | June 2019 | December 2021 | ||||||
| Charles Emond Canada |
CDPQ | c/o 1000, place Jean-Paul-Riopelle | President, Chief Executive | February 2020 | Present |
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
11th floor Montréal, Québec H2Z 2B3 |
Officer and Corporate Director |
||||||||
| CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Quebec, Head of Private Equity & Strategic Planning | February 2019 | Present | ||||||
| Olga Farman Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | June 2022 | Present | |||||
| Norton Rose Fulbright LLP |
c/o 2828 Bd Laurier Bureau 1500, Québec City, Québec G1V 0B9 | Managing Partner, Québec Office | October 2016 | Present | ||||||
| Nelson Gentiletti Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | June 2022 | Present | |||||
| Loop Industries | c/o 480, Fernand Poitras Street Terrebonne, Québec, Canada J6Y 1Y4 | Chief Operating and Chief Financial Officer | January 2019 | February 2021 | ||||||
| Lynn Jeanniot Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | December 2019 | Present | |||||
| Wendy Murdock Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | March 2016 | Present | |||||
| Audrey Murray Canada c/o 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 | Corporate Director | May 2024 | Present | |||||
| Commission de la construction du Québec | c/o 8485, av. Christophe-Colomb Montréal (Québec) H2M 0A7 | President and Chief Executive Officer | October 2023 | Present | ||||||
| Ministère du Tourisme | c/o 900, boulevard René-Lévesque Est, bureau 400 Québec (Québec) G1R 2B5 | Deputy Minister | October 2022 | October 2023 | ||||||
| Commission des partenaires du marché du travail | c/o 800, rue du Square-Victoria, 28e étage Case postale 100 Montréal (Québec) H4Z 1B7 | President | June 2018 | June 2022 | ||||||
| Ghislain Parent Canada c/o 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 | Corporate Director | May 2024 | Present | |||||
| National Bank of Canada | c/o 800 Saint-Jacques Street Montreal, H3C 1A3 | Executive Vice-President, International | April 2022 | September 2023 | ||||||
| National Bank of Canada | c/o 800 Saint-Jacques Street Montreal, H3C 1A3 | Chief Financial Officer | July 2011 | April 2022 | ||||||
| Marc Tremblay Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | October 2023 | Present | |||||
| Quebecor | c/o 612 Saint-Jacques St. Montréal, Québec |
Chief Operations and Legal Officer |
January 2019 | March 2022 | ||||||
| Pierre Beaulieu Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 4th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Digital Technology | February 2023 | Present | |||||
| CDPQ | c/o 1000, place Jean-Paul- Riopelle 4th floor Montreal, Quebec H2Z 2B3 |
Vice-President, Platforms, Operations and Cybersecurity | August 2021 | February 2023 | ||||||
| Industrielle Alliance | c/o 1080 Grande Allée O Québec (Québec) G1S1C7 Canada | Consultant | September 2020 | August 2021 | ||||||
| PSP Investments | c/o 1250 Boul. René-Lévesque O #1400, Montréal, QC H3B 5E9 | Consultant | November 2017 | September 2020 |
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| Marc-André Blanchard Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 10th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of CDPQ Global and Global Head of Sustainability | September 2020 | Present | |||||
| United Nations |
c/o 405 E 45th St, New York, NY 10017 |
Ambassador and Permanent Representative of Canada |
April 2016 |
September 2020 | ||||||
| Sarah-Émilie Bouchard Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Strategy, Governmental Affairs and Chief of Staff | November 2023 | Present | |||||
| CDPQ |
c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Chief of Staff, Office of the President and CEO |
March 2020 |
November 2023 | ||||||
| CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Senior Director, Public Affairs | February 2018 | March 2020 | ||||||
| Marc Cormier France and Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 6th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Fixed Income | November 2009 | Present | |||||
| Vincent Delisle Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 7th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Liquid Markets | August 2020 | Present | |||||
| Hexavest |
c/o 1, Complexe Desjardins South Tour, 20th floor Montreal (Quebec) Canada H5B 1B2 |
Co Chief Investment Officer |
May 2018 |
April 2020 | ||||||
| Rana Ghorayeb Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Real Estate | March 2024 | Present | |||||
| Otéral Capital | c/o 1001, Square-Victoria Street, Suite C-200 Montréal, (Québec) H2Z 2B1 |
Executive Vice-President and President and Chief Executive Officer |
May 2019 |
March 2024 | ||||||
| Ève Giard Canada 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 5th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Talent and Performance | February 2020 | Present | |||||
| CDPQ |
c/o 1000, place Jean-Paul-Riopelle 5th floor Montréal, Québec H2Z 2B3 |
Chief of Staff, Office of the President and CEO |
2017 | February 2020 | ||||||
| Emmanuel Jaclot France c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 8th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Infrastructure | June 2018 | Present |
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| Michel Lalande Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Legal Affairs, Compliance and Secretariat | January 2021 | Present | |||||
| BCE Inc. and Bell Canada |
c/o 1050 Côte du Beaver Hall, Montréal, QC H3B 5B4 |
Chief Legal Officer and Corporate Secretary |
February 2020 |
January 2021 | ||||||
| BCE Inc. and Bell Canada | c/o 1050 Côte du Beaver Hall, Montréal, QC H3B 5B4 |
Executive Vice-President, Legal Affairs and Secretariat | September 2013 | February 2020 | ||||||
| David Latour Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 9th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Chief Risk Officer | May 2023 | Present | |||||
| CDPQ |
1000, place Jean-Paul-Riopelle 9th floor Montréal, Québec H2Z 2B3 |
Vice-President, Capital Solutions |
February 2020 |
February 2023 | ||||||
| CDPQ | 1,000, place Jean-Paul-Riopelle 9th floor Montréal, Québec H2Z 2B3 |
Vice-President, Risk, Fixed Income | November 2016 | February 2020 | ||||||
| Martin Longchamps Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Private Equity | November 2022 | Present | |||||
| PSP Investments |
c/o 1250 Boul. René-Lévesque O #1400, Montréal, QC H3B 5E9 |
Managing Director, Head of Origination and Execution, Private Equity |
January 2018 |
November 2022 | ||||||
| Maarika Paul Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Chief Financial and Operations Officer | June 2011 | Present | |||||
| Kim Thomassin Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Québec | February 2022 | Present | |||||
| CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Investments in Quebec and Stewardship Investing | April 2020 | February 2022 | ||||||
| CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Legal Affairs and Secretariat | January 2017 | April 2020 | ||||||
| Philippe Tremblay Canada c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Depositors and Total Portfolio | January 2024 | Present | |||||
| CDPQ |
c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Vice-President, Risk, Equity Markets, Total Portfolio and Modelling |
June 2023 |
January 2024 | ||||||
| CDPQ | c/o 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Vice-President, Risk, Asset Allocation, Portfolio and Modelling | July 2013 | June 2023 |
5. Directors and Executive Officers of Novacap Management Inc.
Set forth below is the name, position, present principal occupation, business address and citizenship of the executive officers and directors of each of Novacap Management Inc. and Novacap Fund Management Inc., the ultimate control person of Novacap Management Inc. The business telephone number of each director and executive officer of Novacap Management Inc. and Novacap Management Inc. is (450) 651-5000.
During the last five years, neither Novacap Management Inc. nor Novacap Fund Management Inc., nor any of the directors or executive officers of Novacap Management Inc. or Novacap Fund Management Inc., have been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment or decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| Executive Officers and Directors of Novacap Management Inc. | ||||||||||
|
Pascal Tremblay Canada c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada |
Novacap Fund Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Director | December 2013 |
Present | |||||
| Novacap Fund Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Officer (President, TMT) and Managing Partner | September 2014 | Present | ||||||
| Novacap TMT | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | President and Chief Executive Officer, Managing Partner | July 2017 | Present | ||||||
| Novacap DI Funds | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Managing Partner | July 2022 | Present | ||||||
|
Jacques Foisy Canada c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada |
Novacap Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Director | December 2013 | Present | |||||
| Novacap Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Officer (President, Industries) | September 2014 | Present | ||||||
| Novacap Industries Funds | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Officer (Chairman) and Managing Partner | July 2017 | Present | ||||||
| Novacap Industries Funds | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Co- Managing Partner | July 2023 | Present | ||||||
|
Stéphane Blanchet Canada c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada |
Novacap Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Director | July 2017 | Present | |||||
| Novacap Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Officer (Treasurer and CFO) | December 2013 | Present | ||||||
| Bruno Duguay Canada c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada |
Novacap Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Officer (Secretary and Chief Legal Officer) | December 2014 | Present | |||||
| Novacap Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Officer (Chief Legal Officer) | September 2016 | Present | ||||||
| Executive Officers and Directors of Novacap Fund Management Inc. | ||||||||||
|
Jacques Foisy Canada c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada |
Novacap Fund Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Director | July 2014 | Present | |||||
| Novacap Industries Funds | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Officer (Chairman) and Managing Partner | July 2017 | Present | ||||||
| Novacap Industries Funds | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Co-Managing Partner | July 2023 | Present | ||||||
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| Pascal Tremblay Canada c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada |
Novacap Fund Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Director | December 2013 |
Present | |||||
| Novacap Fund Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Officer (President, TMT) and Managing Partner | September 2014 | Present | ||||||
| Novacap TMT | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | President and Chief Executive Officer, Managing Partner | July 2017 | Present | ||||||
| Novacap DI Funds | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Managing Partner | July 2022 | Present | ||||||
|
François Laflamme Canada c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada |
Novacap Fund Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Director | July 2017 | Present | |||||
| Novacap TMT | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Senior Partner | July 2017 | Present | ||||||
| Novacap DI Funds | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Senior Partner | July 2022 | Present | ||||||
| Marc Paiement Canada c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada |
Novacap Fund Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Director | July 2017 | Present | |||||
| Novacap Industries Funds | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Senior Partner | July 2017 | Present | ||||||
|
Stéphane Blanchet Canada c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada |
Novacap Fund Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Director | July 2017 | Present | |||||
| Novacap Fund Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Officer (Treasurer, CFO) | September 2014 | Present | ||||||
|
Jean-François Routhier Canada c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada |
Novacap Fund Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Director | January 2021 | Present | |||||
| Novacap Industries Funds | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Co- Managing Partner | July 2023 | Present | ||||||
| Ted Mocarski USA c/o 437 Madison Avenue, Suite 2802, New York, New York, USA 10022 |
Novacap Fund Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Director | January 2021 | Present | |||||
| Novacap TMT | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Senior Partner | July 2017 | Present | ||||||
| Novacap DI Funds | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Senior Partner | July 2022 | Present | ||||||
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| Bruno Duguay Canada c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada |
Novacap Fund Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Officer (Secretary) | September 2014 | Present | |||||
| Novacap Fund Management Inc. | c/o 3400 rue de l’Éclipse, Suite 700, Brossard, Québec, J4Z 0P3, Canada | Chief Legal Officer | July 2017 | Present |
6. Directors and Executive Officers of WPF
Set forth below is the name, position, present principal occupation, business address and citizenship of the sole executive officer and director of WPF. The business telephone number of the sole executive officer and director of WPF is (438) 803-3191.
During the last five years, neither WPF nor any of the directors or executive officers of WPF have been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment or decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
| Name/Citizenship/Business Address | Company | Address | Position Held | From | To | |||||
| Philip Fayer Canada c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 |
WPF | c/o 345 Victoria Avenue, Suite 510 Westmount Québec H3Z 2N1 | President & Secretary | October 2017 | Present | |||||
| Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Director | September 2017 | Present | ||||||
| Nuvei | c/o 1100 René-Lévesque Boulevard West, Suite 900 Montréal, Québec H3B 4N4 | Chair, Chief Executive Officer | September 2017 | Present” |
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) Item 7 is hereby amended as follows:
| 1. | The following paragraph under Item 7(a) is hereby deleted: |
“The Purchaser Filing Parties believe the Arrangement is preferable to other transaction structures because the Arrangement (i) is the most direct and effective way to enable the Purchaser to acquire ownership and control of all of the Subordinate Voting Shares and the Multiple Voting Shares at the same time, (ii) represents an opportunity for the Shareholders (other than the Rollover Shareholders) to immediately realize the value of their investment in the Company, with price certainty at a significant and attractive premium on the Subordinate Voting Shares of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq on March 15, 2024, the last trading day prior to media reports regarding a potential transaction involving the Company and a premium of approximately 48% to the 90-day volume weighted average trading price per Subordinate Voting Share as of such date, and (iii) also allows Philip Fayer (directly and indirectly through WPF) to maintain a significant portion and allows Novacap and CDPQ to maintain a portion, of their respective equity investment in the Company to preserve and expand upon the long-term strategy, vision and core values of Nuvei. In the course of considering the going-private
transaction, the Purchaser Filing Parties did not actively consider alternative transaction structures because the Purchaser Filing Parties believed no other alternatives would enable them to achieve the same objectives.”
| 2. | The following paragraph under Item 7(a) is hereby added: |
“The Purchaser Filing Parties believe the Arrangement is preferable to other transaction structures because the Arrangement (i) is the most direct and effective way to enable the Purchaser to acquire ownership and control of all of the Subordinate Voting Shares and the Multiple Voting Shares at the same time, (ii) represents an opportunity for the Shareholders (other than the Rollover Shareholders) to immediately realize the value of their investment in the Company, with price certainty at a significant and attractive premium on the Subordinate Voting Shares of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq on March 15, 2024, the last trading day prior to media reports regarding a potential transaction involving the Company and a premium of approximately 48% to the 90-day volume weighted average trading price per Subordinate Voting Share as of such date, and (iii) also allows Philip Fayer (directly and indirectly through WPF) to maintain a significant portion and allows Novacap and CDPQ to maintain a portion, of their respective equity investment in the Company to preserve and expand upon the long-term strategy, vision and core values of Nuvei. In the course of considering the going-private transaction, the Purchaser Filing Parties did not consider alternative transaction structures because the Purchaser Filing Parties believed no other alternatives would enable them to achieve the same objectives.”
| 3. | Item 7(a) is hereby amended and supplemented as follows: |
| • | The historical trading prices of the Subordinate Voting Shares, including the 52-week high trading prices of the Subordinate Voting Shares, are above the Consideration. |
| 4. | Item 7(a) is hereby amended and supplemented as follows: |
None of the Purchaser Filing Parties has made any purchases of Subordinate Voting Shares in the past two years and, as a result, the Purchaser Filing Parties did not consider purchase prices for the Subordinate Voting Shares in prior purchases. The Purchaser Filing Parties were not aware of any firm offer by any unaffiliated person in the past two years for a merger, consolidation or purchase of a substantial part of the Company’s assets or securities other than the proposals provided by Advent, Advent/Co-Investor and, in the case of the Rollover Shareholders, Bidder B.
| 5. | The following paragraph under Item 7(a) is hereby deleted: |
“Likewise, the Purchaser Filing Parties did not consider liquidation value in determining the reasonableness and fairness of the Arrangement to the unaffiliated security holders because the Purchaser Filing Parties expect to continue to operate Nuvei’s business as a going concern.”
| 6. | The following paragraph under Item 7(a) is hereby added: |
“Likewise, the Purchaser Filing Parties did not consider liquidation value in determining the reasonableness and fairness of the Arrangement to the unaffiliated security holders because the Purchaser Filing Parties expect to continue to operate Nuvei’s business as a viable, going concern and, as a result, did not consider liquidation value to be relevant.”
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a)-(b)
| 1. | The following paragraph under Item 10(a)-(b) is hereby deleted: |
“Concurrently with the execution of the Arrangement Agreement, the Purchaser delivered to the Company a debt commitment letter (together with all exhibits, schedules, annexes and term sheets attached thereto, and as amended, modified, amended and restated or otherwise replaced from time to time after the date of the Arrangement Agreement in compliance with the Arrangement Agreement, the “Debt Commitment Letter,”), pursuant to which a syndicate of lenders (collectively, the “Debt Financing Sources”) have committed to provide to the Purchaser, subject to the terms and conditions therein, senior secured syndicated credit facilities in an initial aggregate principal amount of $3,150 million (the “Debt Financing”), consisting of (i) a senior secured term loan in a principal amount of up to $2,550 million (the “Term Facility”) and (ii) a senior secured loan revolving facility in an aggregate principal amount of $600 million (the “Revolving Facility,” and together with the Term Facility, the “Credit Facilities”). The Term Facility is expected to mature on the seven-year anniversary of the Effective Date. The Revolving Facility is expected to mature on the five-year anniversary of the Effective Date. The Term Facility is expected to amortize quarterly, starting with the second full fiscal quarter ending after the Effective Date, in installments equal to 0.25% of the original principal amount of the Term Facility, with the balance of the Term Facility being due and payable at maturity. The proceeds of the Term Facility shall be used exclusively to finance the Arrangement, including any related fees, premiums, expenses and other transaction costs incurred in connection with the Arrangement and the transactions relating thereto, to refinance the Existing BMO Facility and to provide cash to the Company’s balance sheet. All advances under the Revolving Facility may be used by the Purchaser (a) on the Effective Date, (i) to finance the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement, (ii) for general corporate purposes, (iii) to fund the fees under the Fee Letter, or (iv) to refinance any revolving facility under the existing credit agreement and to cash collateralize any existing letter of credit or similar instruments, and (b) after the Effective Date, to finance working capital needs and other general corporate purposes and for any other purposes not prohibited by the definitive documentation evidencing the Credit Facilities.
The obligation of the Debt Financing Sources to provide the Credit Facilities is subject to customary limited conditions, specific to each of the Credit Facilities, which are set forth in the Debt Commitment Letter, including the following: the consummation of the Arrangement substantially concurrently with the Debt Financing, the completion of the minimum equity contribution, the accuracy of certain of the borrower’s representations and warranties under the Credit Facilities and certain of the Company’s representations and warranties in the Arrangement Agreement in all material respects, and the absence of a Material Adverse Effect that is continuing.
| 2. | The following paragraph under Item 10(a)-(b) is hereby added: |
“Concurrently with the execution of the Arrangement Agreement, the Purchaser delivered to the Company a debt commitment letter (together with all exhibits, schedules, annexes and term sheets attached thereto, and as amended, modified, amended and restated or otherwise replaced from time to time after the date of the Arrangement Agreement in compliance with the Arrangement Agreement, the “Debt Commitment Letter,”), pursuant to which BMO Capital Markets Corp., Royal Bank of Canada, RBC Capital Markets, Capital One, National Association, Citizens Bank, N.A., Fifth Third Bank, National Association, Goldman Sachs Bank USA, KeyBank National Association, KeyBanc Capital Markets Inc., The Bank of Nova Scotia, UBS AG, Stamford Branch, UBS Securities LLC, Wells Fargo Bank, N.A. and Wells Fargo Bank, N.A., Canadian Branch, Wells Fargo Securities, LLC, Bank of America, N.A., BofA Securities, Inc., National Bank of Canada, National Bank of Canada Financial Inc., Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc., Jefferies Finance LLC, BNP Paribas, BNP Paribas Securities Corp., MUFG Bank, Ltd., MUFG Securities Americas Inc., Mizuho Bank, Ltd. and Banco Santander, S.A., New York Branch and/or any affiliate, subsidiary or branch of any of the foregoing (collectively, the “Debt Financing Sources”) have committed to provide to the Purchaser, subject to the terms and conditions therein, senior secured syndicated credit facilities in an initial aggregate principal amount of $3,150 million (the “Debt Financing”), consisting of (i) a senior secured term loan in a principal amount of up to $2,550 million (the “Term Facility”) and (ii) a senior secured loan revolving facility in an aggregate principal amount of $600 million (the “Revolving Facility,” and together with the Term Facility, the “Credit Facilities”). The Term Facility is expected to mature on the seven-year anniversary of the Effective Date. The Revolving Facility is expected to mature on the five-year anniversary of the Effective Date. The Term Facility is expected to amortize quarterly, starting with the second full fiscal quarter ending after the Effective Date, in installments equal to 0.25% of the original principal amount of the Term Facility, with the balance of the Term Facility being due and payable at
maturity. The interest rates applicable to each of the Term Facility and the Revolving Facility will be determined as part of the syndication of the Credit Facilities, and are expected to be consistent with similar syndicated loans that price in the syndicated loan market at the time at which the Credit Facilities are marketed. The terms of the loan documentation shall otherwise be consistent with those terms customary for similar debt financings and as are set forth on the term sheet attached as an exhibit to the Debt Commitment Letter, including customary affirmative and negative covenants, representations and warranties and events of default. The proceeds of the Term Facility shall be used exclusively to finance the Arrangement, including any related fees, premiums, expenses and other transaction costs incurred in connection with the Arrangement and the transactions relating thereto, to refinance the Existing BMO Facility and to provide cash to the Company’s balance sheet. All advances under the Revolving Facility may be used by the Purchaser (a) on the Effective Date, (i) to finance the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement, (ii) for general corporate purposes, (iii) to fund the fees under the Fee Letter, or (iv) to refinance any revolving facility under the existing credit agreement and to cash collateralize any existing letter of credit or similar instruments, and (b) after the Effective Date, to finance working capital needs and other general corporate purposes and for any other purposes not prohibited by the definitive documentation evidencing the Credit Facilities.
The obligation of the Debt Financing Sources to provide the Credit Facilities is subject to customary limited conditions, specific to each of the Credit Facilities, which are set forth in the Debt Commitment Letter, including the following: the consummation of the Arrangement substantially concurrently with the Debt Financing, the completion of the minimum equity contribution, the accuracy of certain of the borrower’s representations and warranties under the Credit Facilities and certain of the Company’s representations and warranties in the Arrangement Agreement in all material respects, the absence of a Material Adverse Effect that is continuing and the preparation and execution of customary loan documentation.”
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Item 11(a) is hereby amended and supplemented as follows:
As of May 14, 2024, the date of the Initial Schedule 13E-3, none of the Purchaser Filing Parties, the Company or any of the directors or executive officers of the Company or the Purchaser Filing Parties set forth in Appendix H to the Circular owned any subject securities, except for the subject securities owned by the Rollover Shareholders as specified under the heading “Information Concerning the Meeting and Voting –Principal Shareholders” in the Circular and for the subject securities owned by directors and executive officers of the Company as specified under the heading “Information Concerning Nuvei –Ownership of Securities” in the Circular.
ITEM 15. ADDITIONAL INFORMATION.
(c) Item 15(c) is hereby amended as follows:
| 1. | The following paragraph under Item 15(c) is hereby deleted: |
“The information contained in this Circular concerning the Purchaser, Philip Fayer, Novacap, CDPQ and their respective associates and affiliates, including such information under the heading “Special Factors –Background to the Arrangement,” has been provided by the Purchaser, Philip Fayer, Novacap and CDPQ, respectively, for inclusion in this Circular. Although the Company has no knowledge that any statement contained herein taken from, or based on, such information and records or information provided by the Purchaser, Philip Fayer, Novacap or CDPQ is untrue or incomplete, the Company assumes no responsibility for the accuracy of the information contained in such documents, records or information or for any failure by the Purchaser, Philip Fayer, Novacap or CDPQ to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company.”
| 2. | The following paragraph under Item 15(c) is hereby added: |
“The information contained in this Circular concerning the Purchaser, Philip Fayer, Novacap, CDPQ and their respective associates and affiliates, including such information under the heading “Special Factors –Background to the Arrangement,” has been provided by the Purchaser, Philip Fayer, Novacap and CDPQ, respectively, for inclusion in this Circular. Although the Company has no knowledge that any statement contained herein taken from, or based on, such information and records or information provided by the Purchaser, Philip Fayer, Novacap or
CDPQ is untrue or incomplete, the Company assumes no responsibility for any failure by the Purchaser, Philip Fayer, Novacap or CDPQ to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company.”
| 3. | The following paragraph under Item 15(c) is hereby deleted: |
“All information regarding the Purchaser and the other Purchaser Filing Parties contained in this Circular, including any such information under the heading “Special Factors – Background to the Arrangement,” has been provided by the relevant Purchaser Filing Party, unless otherwise indicated. Although the Company has no knowledge that any statement contained herein taken from, or based on, such information and records or information provided by the Purchaser Filing Parties is untrue or incomplete, the Company assumes no responsibility for the accuracy of the information contained in such documents, records or information or for any failure by the Purchaser Filing Parties to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company. Any inaccuracy or material omission in the information provided by the Purchaser Filing Parties for inclusion in this Circular could result in unanticipated liabilities or expenses, increase the cost of the Arrangement or adversely affect the current and future operations, financial condition and prospects of the Company.”
| 4. | The following paragraph under Item 15(c) is hereby added: |
“All information regarding the Purchaser and the other Purchaser Filing Parties contained in this Circular, including any such information under the heading “Special Factors – Background to the Arrangement,” has been provided by the relevant Purchaser Filing Party, unless otherwise indicated. Although the Company has no knowledge that any statement contained herein taken from, or based on, such information and records or information provided by the Purchaser Filing Parties is untrue or incomplete, the Company assumes no responsibility for any failure by the Purchaser Filing Parties to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company. Any inaccuracy or material omission in the information provided by the Purchaser Filing Parties for inclusion in this Circular could result in unanticipated liabilities or expenses, increase the cost of the Arrangement or adversely affect the current and future operations, financial condition and prospects of the Company.”
ITEM 16. EXHIBITS.
| * | 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: June 4, 2024 | By: | /s/ Lindsay Matthews | ||
| Name: Lindsay Matthews | ||||
| Title: General Counsel | ||||
| Advent International, L.P. By: Advent International GP, LLC, General Partner | ||||
| Date: June 4, 2024 | By: | /s/ Neil Crawford | ||
| Name: Neil Crawford | ||||
| Title: Vice President of Finance—Fund Administration | ||||
| Neon Maple Purchaser Inc. | ||||
| Date: June 4, 2024 | By: | /s/ Ben Scotto | ||
| Name: Ben Scotto | ||||
| Title: President | ||||
| Neon Maple Holdings Inc. | ||||
| Date: June 4, 2024 | By: | /s/ Ben Scotto | ||
| Name: Ben Scotto | ||||
| Title: President | ||||
| Neon Maple Midco Inc. | ||||
| Date: June 4, 2024 | By: | /s/ Ben Scotto | ||
| Name: Ben Scotto | ||||
| Title: President | ||||
| Neon Maple Parent Inc. | ||||
| Date: June 4, 2024 | By: | /s/ Ben Scotto | ||
| Name: Ben Scotto | ||||
| Title: President | ||||
| 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: June 4, 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: June 4, 2024 | By: | /s/ Bo Huang | ||
| Name: Bo Huang | ||||
| Title: Director | ||||
| AI Maple Aggregator, L.P. By: AI Maple Holdings GP Limited, General Partner | ||||
| Date: June 4, 2024 | By: | /s/ Bo Huang | ||
| Name: Bo Huang | ||||
| Title: Director | ||||
| AI Maple Holdings GP Limited | ||||
| Date: June 4, 2024 | By: | /s/ Bo Huang | ||
| Name: Bo Huang | ||||
| Title: Director | ||||
| Caisse de dépôt et placement du Québec | ||||
| Date: June 4, 2024 | By: | /s/ Jacques Marchand | ||
| Name: Jacques Marchand | ||||
| Title: Vice President, Private Large Capitalizations – Quebec | ||||
| Date: June 4, 2024 | By: | /s/ Catherine Beauchemin | ||
| Name: Catherine Beauchemin | ||||
| Title: Senior Director, Private Equity, Quebec | ||||
| Novacap Management Inc. | ||||
| Date: June 4, 2024 | By: | /s/ Pascal Tremblay | ||
| Name: Pascal Tremblay | ||||
| Title: President and CEO, Managing Partner | ||||
| Philip Fayer | ||||
| Date: June 4, 2024 | By: | /s/ Philip Fayer | ||
| Whiskey Papa Fox Inc. | ||||
| Date: June 4, 2024 | By: | /s/ Philip Fayer | ||
| Name: Philip Fayer | ||||
| Title: President & Secretary | ||||