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United States securities and exchange commission logo
May 24, 2024
Lindsay Matthews
General Counsel
Nuvei Corporation
1100 Ren -L vesque Boulevard West, Suite 900
Montr al, Qu bec H3B 4N4
Re: Nuvei Corporation
Schedule 13E-3
filed May 14, 2024 by Neon Maple Purchaser Inc. et al.
File No. 005-93361
Dear Lindsay Matthews:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
Defined terms used herein have the same meaning as in your filing.
Schedule 13E-3 filed May 14, 2024
General
1. Please provide the
information required by Item 1002(c) of Regulation M-A with respect
to the Multiple Voting
Shares.
2. Please state the
aggregate number and percentage of subject securities that are beneficially
owned by each filing
person of the Schedule 13E-3, such as Advent, as well as each
person specified in
Instruction C to Schedule 13E-3 for each filing person of the Schedule
13E-3. Refer to Item
1008(a) of Regulation M-A.
3. We note your disclosure
on pages (ii) and 177 that the Company assumes no
responsibility for the
accuracy of the information provided by the Purchaser Filing
Parties, which
information is reflected in the Circular. This statement is inconsistent with
the disclosures in the
filing, as well as the required attestation that appears at the outset of
the signature pages to
the Schedule 13E-3, and operates as an implied disclaimer for the
Lindsay Matthews
FirstName LastNameLindsay Matthews
Nuvei Corporation
Comapany
May NameNuvei Corporation
24, 2024
May 24,
Page 2 2024 Page 2
FirstName LastName
entire filing except for the portions of the disclosure specifically
regarding the Company.
Please revise.
4. Please revise Appendix H to disclose the material occupations,
positions, offices or
employment of all natural persons during the last five years,
including starting and ending
dates of each, in accordance with Item 3 of Schedule 13E-3 and Item
1003(c) of
Regulation M-A.
The Purchaser Filing Parties' Purpose and Reasons for the Arrangement, page 22
5. We note your disclosure on pages 23 and 59 that the Purchaser
Filing Parties did not
actively consider alternative transaction structures (emphasis
added). Please revise to
disclose any alternative means to accomplish the state purposes of the
transaction
considered whether actively or otherwise by the Purchaser
Filing Parties and state the
reasons for their rejection. Refer to Item 7 of Schedule 13E-3 and
Item 1013 of Regulation
M-A.
Background to the Arrangement, page 37
6. Item 9 of Schedule 13E-3 and Item 1015(b)(6) of Regulation M-A require
a filing person
to summarize in considerable detail any reports, whether oral or
written, received from a
third party and materially related to this transaction. This section
references multiple
presentations, beginning on December 18, 2023, by Barclays during the
course of entering
into this transaction and considering alternatives for the Company. To
the extent that any
reports are duplicative or are simply updates of earlier
presentations, your disclosure may
summarize the material differences only. For these and any other
meetings between the
Company and Barclays, summarize the substance of the presentations or
reports and file
any written materials provided as exhibits to the Schedule 13E-3. We
note that the only
such materials currently filed are dated April 1, 2024.
Position of the Purchaser Filing Parties as to the Fairness of the Arrangement,
page 59
7. Refer to the bullets listed on page 61 regarding the TD Securities and
Barclays fairness
opinions. Note that if any filing person has based its fairness
determination on the analysis
of factors undertaken by others, such person must expressly adopt this
analysis and
discussion as their own to satisfy the disclosure obligation. See
Question 20 of Exchange
Act Release No. 34-17719 (April 13, 1981). Please revise to state, if
true, that the
Purchaser Filing Parties adopted TD Securities and Barclays
analyses and conclusions as
their own. Alternatively, revise the disclosure to include disclosure
responsive to Item
1014 of Regulation M-A and to address the factors listed in
Instruction 2 to Item 1014.
Formal Valuation and TD Securities Fairness Opinion, page 68
8. We note that the data underlying the selected precedent transaction
analyses undertaken
by Barclays and TD Securities appears to differ. As one example only,
EV/LTM EBITDA
regarding CardConnect Corp., with respect to its acquisition by First
Data Corp., was
Lindsay Matthews
Nuvei Corporation
May 24, 2024
Page 3
19.0x in Barclays analysis and 19.8x in TD Securities analysis.
Please revise to disclose
the reason for such differences or advise.
Sources of Funds for the Arrangement, page 112
9. We note your disclosure on page 113 that 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.
Disclose the parties that have committed to providing such Debt
Financing, the stated and
effective interest rates of such financing and any other material
terms or conditions to
such financing. Refer to Item 1007(d) of Regulation M-A.
10. Please file the Debt Commitment Letter as an exhibit to the Schedule
13E-3. Refer to Item
16 of Schedule 13E-3 and Item 1016(b) of Regulation M-A.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Blake Grady at 202-551-8573.
FirstName LastNameLindsay Matthews Sincerely,
Comapany NameNuvei Corporation
Division of
Corporation Finance
May 24, 2024 Page 3 Office of
Mergers & Acquisitions
FirstName LastName