Sale of Leading Integrated Payments Provider
Follows Significant Transformation and Successful Execution
of The Leaders Strategy™ within the Payments Industry
CHICAGO, Jan. 9, 2023
/PRNewswire/ -- GTCR, a leading private equity firm, announced
today that portfolio company Paya Holdings Inc. (NASDAQ: PAYA), a
leading integrated payments provider, has signed a definitive
agreement with Nuvei Corporation (TSX: NVEI) (NASDAQ: NVEI) to be
acquired in an all-cash transaction through a tender offer with a
total enterprise value of approximately $1.3
billion. Following Paya's listing as a publicly-traded
company, GTCR remained Paya's largest shareholder and the firm
supports this transaction.
Headquartered in Atlanta,
Georgia, Paya is a leading pure-play integrated payments
platform serving customers in attractive and growing end markets
such as B2B, government, utilities, non-profit and healthcare end
markets. In total, Paya processes over $45
billion of annual payment volume, making it a top 10
provider of card-not-present payment processing in the U.S., and
serves over 100,000 end-customers through over 2,000 software
vendors and other key distribution partners.
GTCR originally acquired Paya in 2017 and, alongside Paya's
management team, helped transform the business through accelerated
organic growth and several accretive acquisitions. In October 2020, Paya became a NASDAQ-listed public
company.
"Nuvei's acquisition of Paya marks a significant milestone in
the transformation of this business," said Aaron Cohen, Managing Director and Head of
Financial Services & Technology at GTCR. "Since the initial
corporate carveout from Sage, the Company has worked side-by-side
with our team to implement a growth strategy centered on investing
in technology and an enhanced product suite to reach new customers
in attractive markets."
"Paya's evolution from a corporate subsidiary to a highly
strategic business within the broader payments ecosystem is a great
illustration of the GTCR Leaders Strategy™," said Collin Roche, Managing Director and Co-CEO of
GTCR. "We'd like to thank Jeff Hack
and the rest of the Paya management team for their hard work which
led to this important achievement."
"Today is the culmination of a five-year journey for the Paya
business alongside GTCR, and we see a very bright future for Paya
with Nuvei," said Jeff Hack, Paya
CEO. "GTCR has been an exceptional partner. They have worked
closely with management to transform our business and their
contributions to Paya's strategy and success have been invaluable.
Together, we were able to leverage GTCR's deep domain expertise in
payments and Paya's leading-edge solutions to execute an organic
growth and M&A investment plan that has established the Company
as one of the leading providers of integrated payments
solutions."
JP Morgan Securities LLC and Raymond
James & Associates are serving as financial advisors to
Paya and Kirkland & Ellis LLP is serving as Paya's legal
advisor. Simpson Thacher & Bartlett LLP is serving as legal
counsel for GTCR.
About GTCR
Founded in 1980, GTCR is a leading private equity firm that
pioneered The Leaders Strategy™ – finding and partnering with
management leaders in core domains to identify, acquire and build
market-leading companies through organic growth and strategic
acquisitions. GTCR is focused on investing in transformative growth
in companies in the Business & Consumer Services, Financial
Services & Technology, Healthcare and Technology, Media &
Telecommunications sectors. Since its inception, GTCR has invested
more than $24 billion in over 270
companies, and the firm currently manages over $26 billion in equity capital. GTCR is based in
Chicago with offices in
New York and West Palm Beach. For
more information, please visit www.gtcr.com. Follow us
on LinkedIn.
Additional Information about the Tender Offer and Where to
Find it
The tender offer referenced in this communication
has not yet commenced. This communication is for information
purposes only and is neither an offer to buy nor a solicitation of
an offer to sell any securities of Paya Holdings, Inc. ("Paya"),
nor is it a substitute for the tender offer materials that Pinnacle
Merger Sub, Inc. ("Merger Sub") will file with the Securities and
Exchange Commission ("SEC") upon commencement of the tender offer.
The solicitation of an offer to sell and the offer to buy shares of
Paya's common stock will only be made pursuant to a tender offer
statement on Schedule TO, including an offer to purchase, a letter
of transmittal and other related materials that Merger Sub, a
wholly owned subsidiary of Nuvei Corporation ("Nuvei"), intends to
file with the SEC. In addition, Paya will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer.
Stockholders and Investors are strongly
advised to read these documents when they become available,
including the Solicitation/Recommendation Statement of Paya on
Schedule 14D-9 and any amendments or supplements thereto, as well
as any other documents relating to the tender offer and the merger
that are filed with the SEC, carefully and in their entirety prior
to making any decisions with respect to whether to tender their
shares into the tender offer because they contain important
information, including the terms and conditions of the tender
offer.
Once filed, investors will be able to obtain the
tender statement on Schedule TO, the offer to purchase, the
Solicitation/Recommendation Statement of Paya on Schedule 14D-9 and
related offer materials with respect to the tender offer and the
merger, free of charge at the SEC's website at www.sec.gov or from
the information agent that will be named in the tender offer
materials. Investors may also obtain, at no charge, the documents
filed with or furnished to the SEC by Paya under the
"Investors" section of Paya's website at
https://investors.paya.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements either contained in or
incorporated by reference into this document, other than purely
historical information, including statements relating to the
acquisition of Paya by Nuvei and any statements relating to Paya's
business and expected operating results, and the assumptions upon
which those statements are based, are "forward-looking statements."
These forward-looking statements generally include statements that
are predictive in nature and depend upon or refer to future events
or conditions, and include words such as "believes," "plans,"
"anticipates," "projects," "estimates," "expects," "intends,"
"strategy," "future," "opportunity," "may," "will," "should,"
"could," "potential," or similar expressions. Forward-looking
statements are based on management's current expectations and
beliefs, as well as a number of assumptions, estimates and
projections concerning future events and do not constitute
guarantees of future performance. These statements are subject to
risks, uncertainties, changes in circumstances, assumptions and
other important factors, many of which are outside management's
control, that could cause actual results to differ materially from
the results discussed in the forward-looking statements. Such
forward-looking statements include those relating to the ability to
complete and the timing of completion of the transactions
contemplated by the merger agreement including the parties' ability
to satisfy the conditions to the consummation of the tender offer
and the other conditions set forth in the merger agreement and the
possibility of any termination of the merger agreement. Actual
results may differ materially from current expectations because of
numerous risks and uncertainties including, among others:
(i) the risk that the proposed transaction may not be
completed in a timely manner or at all; (ii) uncertainty
surrounding the number of shares of Paya's common stock that will
be tendered in the tender offer; (iii) the risk of legal
proceedings that may be instituted related to the merger agreement,
which may result in significant costs of defense, indemnification
and liability; (iv) the possibility that competing offers or
acquisition proposals for Paya will be made; (v) the
possibility that any or all of the various conditions to the
consummation of the offer or the merger may not be satisfied or
waived, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the offer or the
merger; (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement; and (vii) the effects of disruption from the
transactions of Paya's business and the fact that the announcement
and pendency of the transactions may make it more difficult to
establish or maintain relationships with employees and business
partners. The risks and uncertainties may be impacted by the
COVID-19 pandemic (including supply chain constraints, labor
shortages and inflationary pressure). The foregoing factors should
be read in conjunction with the risks and cautionary statements
discussed or identified in Paya's public filings with the SEC from
time to time, including Paya's most recent Annual Report on Form
10-K for the year ended December 31,
2021 and Quarterly Reports on Form 10-Q. Paya's stockholders
and investors are cautioned not to unduly rely on these
forward-looking statements. The forward-looking statements speak
only as of the date hereof and, other than as required by
applicable law, Paya expressly disclaims any intent or obligation
to update or revise publicly these forward-looking information or
statements.
Contact:
Kellie Kennedy
312-933-4903
kelliek@theharbingergroup.com
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SOURCE GTCR