We are advising Nuvei on the acquisition

Davis Polk is advising Nuvei Corporation on its approximately $1.3 billion acquisition of Paya Holdings Inc. and the related financing for the transaction. Pursuant to the terms of the agreement, Nuvei will commence a tender offer to acquire all outstanding shares of Paya for $9.75 per share in cash. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Paya’s outstanding shares, the expiration or termination of the antitrust waiting period and other customary conditions. Following the successful completion of the tender offer, Nuvei will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. The transaction is expected to close by the end of the first quarter of 2023.

Nuvei is a Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services.

Paya is a leading provider of integrated payment and frictionless commerce solutions that help customers accept and make payments, expedite receipt of money and increase operating efficiencies. Paya processes over $40 billion of annual payment volume across credit/debit card, ACH and check, making it a top provider of payment processing in the United States.

The Davis Polk corporate team includes partner Evan Rosen and associates Heather Weigel and Edwin P. Paillant. The finance team includes partner David Hahn and counsel Welton E. Blount. The executive compensation team includes partner Veronica M. Wissel and associate Charlotte R. Fabiani. The tax team includes partner William A. Curran. Partner Matthew J. Bacal is providing intellectual property advice. The financial institutions team includes partner Daniel P. Stipano. Partner Jesse Solomon is providing antitrust and competition advice. The capital markets team includes partner Marcel Fausten. Members of the Davis Polk team are based in the New York and Washington DC offices.