Novacap, CDPQ, Philip Fayer to sell US $465M Nuvei shares

CPE News (6/1/2021) – Nuvei Corporation (TSX: NVEI and NVEI.U) and certain selling shareholders have entered into an agreement for a bought deal secondary offering pursuant to which the selling shareholders will sell 7,165,377 subordinate voting shares at US $69.78 per share for gross proceeds to the selling shareholders of approximately US $500 million.

The selling shareholders include funds managed by Novacap Management Inc., Whiskey Papa Fox Inc., a holding company controlled by Philip Fayer, Nuvei Chair & CEO, CDP Investissements Inc., a wholly-owned subsidiary of Caisse de dépôt et placement du Québec (CDPQ), Keith Birdsong, Neuvei Chief Technology Officer, Mark Pyke, Nuvei President, North America, and Yuval Ziv, Nuvei Managing Director, Digital Payments.

The selling shareholders (other than Keith Birdsong, Mark Pyke and Yuval Ziv) have granted the underwriters an option, exercisable, in whole or in part, at any time until and including 30 days following the closing of the Offering, to purchase up to an additional 15% of the offering at the offering price to cover over-allotments, if any.

Novacap, Whiskey Papa Fox and CDPQ will collectively convert 6,663,801 multiple voting shares into 6,663,801 subordinate voting shares and sell the shares under the offering for aggregate gross proceeds of US $465 million.

Selling Shareholders Shares Offered Gross Proceeds (US $)
Novacap Management Inc. 2,676,847 186,790,384
Philip Fayer 2,440,500 170,298,090
Caisse de dépôt et placement du Québec 1,546,454 107,911,560
Sub-Total 6,663,801 465,000,034

The offering is expected to close on or about June 7, 2021, subject to customary closing conditions.

Following the closing of the offering, Nuvei will have 139,077,257 shares issued and outstanding, of which 63,012,638 are subordinate voting shares and 76,064,619 are multiple voting shares.

Novacap, Whiskey Papa Fox and CDPQ collectively own 100% of the multiple voting shares.

Novacap will hold 30,555,132 multiple voting shares, representing approximately 22.0% of the issued and outstanding shares and approximately 37.1% of the voting power attached to all of the shares. Whiskey Papa Fox will hold 27,857,328 multiple voting shares, representing approximately 20.0% of the issued and outstanding shares and approximately 33.8% of the voting power attached to all of the shares.CDPQ will hold 17,652,159 multiple voting shares, representing approximately 12.7% of the issued and outstanding shares and approximately 21.4% of the voting power attached to all of the shares.

photo credit: Nuvei

News Release

Nuvei Announces US$500 Million Bought Deal Secondary Offering

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

MONTREAL, June 01, 2021 (GLOBE NEWSWIRE) — Nuvei Corporation (“Nuvei” or the “Company”) (TSX: NVEI and NVEI.U), the global payment technology partner of thriving brands, has announced today that funds managed by Novacap Management Inc. (collectively, “Novacap”), Whiskey Papa Fox Inc. (or an affiliate thereof) (“WPF”), a holding company controlled by Philip Fayer, our Chair and Chief Executive Officer, CDP Investissements Inc., a wholly-owned subsidiary of Caisse de dépôt et placement du Québec (“CDPQ”), Keith Birdsong, our Chief Technology Officer, Mark Pyke, our President, North America, and Yuval Ziv, our Managing Director, Digital Payments (together the “Selling Shareholders”), and the Company have entered into an agreement with Goldman Sachs Canada Inc., Credit Suisse, Scotiabank and National Bank Financial Inc. to complete a secondary offering on a bought deal basis (the “Offering”). Under the agreement, the underwriters have agreed to purchase 7,165,377 subordinate voting shares of the Company at a purchase price of US$69.78 per subordinate voting share for total gross proceeds to the Selling Shareholders of approximately US$500 million.

The Selling Shareholders (other than Keith Birdsong, Mark Pyke and Yuval Ziv) have granted the Underwriters an option, exercisable, in whole or in part, at any time until and including 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering at the offering price to cover over-allotments, if any.

In connection with the Offering, the Company will file a prospectus supplement to its amended and restated short form base shelf prospectus dated May 20, 2021 on June 2, 2021 with the securities regulatory authorities in each of the provinces and territories of Canada. The Offering will also be extended to persons reasonably believed to be Qualified Institutional Buyers in the United States pursuant to the exemption from registration provided by Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and corresponding exemptions from registration under state securities laws.

Novacap currently holds 33,231,979 multiple voting shares, representing approximately 24.0% of the issued and outstanding shares and approximately 37.6% of the voting power attached to all of the shares. Following the closing of the Offering, Novacap will hold 30,555,132 multiple voting shares, representing approximately 22.0% of the issued and outstanding shares and approximately 37.1% of the voting power attached to all of the shares.

WPF currently holds 30,297,828 multiple voting shares, representing approximately 21.9% of the issued and outstanding shares and approximately 34.3% of the voting power attached to all of the shares. Following the closing of the Offering, WPF will hold 27,857,328 multiple voting shares, representing approximately 20.0% of the issued and outstanding shares and approximately 33.8% of the voting power attached to all of the shares.

CDPQ currently holds 19,198,613 multiple voting shares, representing approximately 13.8% of the issued and outstanding shares and approximately 21.7% of the voting power attached to all of the shares. Following the closing of the Offering, CDPQ will hold 17,652,159 multiple voting shares, representing approximately 12.7% of the issued and outstanding shares and approximately 21.4% of the voting power attached to all of the shares.

Keith Birdsong currently holds 409,695 subordinate voting shares representing approximately 0.3% of the issued and outstanding shares and approximately 0.5% of the voting power attached to all of the shares.

Mark Pyke currently holds 260,688 subordinate voting shares representing approximately 0.3% of the issued and outstanding shares and approximately 0.4% of the voting power attached to all of the shares.

Yuval Ziv currently holds 36,531 subordinate voting shares representing approximately 0.1% of the issued and outstanding shares and approximately 0.1% of the voting power attached to all of the shares.

The net proceeds of the Offering will be paid directly to the Selling Shareholders. The Company will not receive any proceeds from the Offering.

The Offering is expected to close on or about June 7, 2021, subject to customary closing conditions. Following the closing of the Offering, the total number of issued and outstanding shares of the Corporation will be 139,077,257, of which 63,012,638 will be subordinate voting shares and 76,064,619 will be multiple voting shares.

No securities regulatory authority has either approved or disapproved the contents of this press release. The subordinate voting shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities law and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

About Nuvei
We are Nuvei (TSX: NVEI and NVEI.U), the global payment technology partner of thriving brands. We provide the intelligence and technology businesses need to succeed locally and globally, through one integration – propelling them further, faster. Uniting payment technology and consulting, we help businesses remove payment barriers, optimize operating costs and increase acceptance rates. Our proprietary platform provides seamless pay-in and payout capabilities, connecting merchants with their customers in 200 markets worldwide with local acquiring in 44 markets. With supports for over 470 local and alternative payment methods, nearly 150 currencies and 40 cryptocurrencies, merchants can capture every payment opportunity that comes their way. Our purpose is to make our world a local marketplace.

Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable securities laws, including statements regarding the proposed Offering, participants in the Offering, terms of the Offering and closing of the Offering. Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to those described under the header “Risk Factors” in Nuvei’s amended and restated base shelf prospectus dated May 20, 2021, our most recent Management’s Discussion and Analysis of Financial Condition and Results of Operation, our Annual Information Form dated May 7, 2021 and, when available, our prospectus supplement, all of which are or will be available under our profile on SEDAR at www.sedar.com. Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management. Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, you are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this press release is provided as of the date of this press release, and the Company does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

For further information, please contact:

Anthony Gerstein
Vice President, Head of Investor Relations
agerstein@nuvei.com