Nuvei Corporation (“Nuvei” or the “Company“) (TSX: NVEI) (TSX: NVEI.U), the global payment technology partner of thriving brands, has announced today the pricing of its upsized marketed offering of 3,000,000 subordinate voting shares of the Company in the United States and Canada, representing Nuvei’s initial public offering in the United States (the “Offering”).
The Underwriters (as defined below) have agreed to purchase, at a price of US$123.14 per subordinate voting share, an aggregate of 3,000,000 subordinate voting shares offered by the Company, for gross proceeds to the Company of US$369,420,000.
The Offering is expected to close on October 8, 2021, subject to a number of customary conditions, including the entering into of the definitive underwriting agreement, the listing of the subordinate voting shares issued by the Company as part of the Offering on the Nasdaq and the TSX, and any required approvals of the Nasdaq and the TSX.
Nuvei’s subordinate voting shares are scheduled to start trading on October 6, 2021 on Nasdaq Global Select Market (the “Nasdaq”) under the symbol “NVEI”. Nuvei applied to voluntary delist, conditional upon closing of the Offering, its “NVEI.U” US dollar listing on the Toronto Stock Exchange (the “TSX”).
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It is expected that the delisting will be effective after markets close on or about October 13, 2021. Nuvei’s subordinate voting shares will continue to trade on the TSX in Canadian dollars under the symbol “NVEI”.
Goldman Sachs & Co. LLC, Credit Suisse, J.P. Morgan, BMO Capital Markets and RBC Capital Markets are acting as bookrunners for the Offering and Raymond James Ltd., Canaccord Genuity Corp., Cowen and Company, LLC, Keefe, Bruyette & Woods, A Stifel Company, William Blair, National Bank Financial Inc., CIBC Capital Markets and Scotiabank are also acting as underwriters for the Offering (collectively, the “Underwriters”).
Nuvei expects to use the net proceeds from the Offering primarily to strengthen the Company’s financial position and allow it to pursue its growth strategies.
Nuvei has 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, Nuvei has filed a preliminary prospectus supplement and will file a final prospectus supplement to its amended and restated short form base shelf prospectus dated May 20, 2021.
The preliminary prospectus supplement was filed, and the final supplement will be filed, with the securities regulatory authorities in each of the provinces and territories of Canada as well as with the U.S. Securities and Exchange Commission (the “SEC”) as part of a registration statement on Form F-10, as it may be amended from time to time, under the U.S./Canada multijurisdictional disclosure system.
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