Nuvei prices Nasdaq IPO to bring in $369m in proceeds

Montreal-based payment technology company Nuvei Corp has priced its initial public offering of subordinate voting shares on Nasdaq. It will offer 3 million shares at $123.14 per unit, generating gross proceeds of more than $369 million. The IPO is expected to close on October 8. Nuvei, which is backed by Novacap and Caisse de dépôt et placement du Québec, last year went public in Canada.

PRESS RELEASE

MONTREAL, Oct. 5, 2021 /CNW Telbec/ – 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”). 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.

The Offering is being made in Canada only by means of the amended and restated base shelf prospectus and prospectus supplement and in the United States only by means of the registration statement, including the amended and restated base shelf prospectus and prospectus supplement. Such documents contain important information about the Offering.

A copy of the prospectus supplement will be available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and a copy of the registration statement is available on EDGAR at www.sec.gov. Copies of the prospectus supplements and the registration statement, when available, may also be obtained from any of the following sources: Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282-2198, Attention: Prospectus Department (866-471-2526); Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560, telephone: 1-800-221-1037 or by email at usa.prospectus@credit-suisse.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (866) 803-9204, email: prospectus-eq_fi@jpmchase.com; in the United States from BMO Capital Markets Corp., Attention: Equity Syndicate Department, 151 W 42nd St, New York, NY 10036, or by telephone at 1-800-414-3627 or by email at bmoprospectus@bmo.com and in Canada from BMO Capital Markets, Attention: Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2, or by telephone at 1-905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca; and in the United States from RBC Capital Markets LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Attention: Equity Syndicate, phone: 877-822-4089, Email: equityprospectus@rbccm.com and in Canada from RBC Dominion Securities Inc., 180 Wellington Street West, 8th Floor, Toronto, ON M5J 0C2, Attention: Distribution Centre, or via telephone: 1-416-842-5349, or via email at Distribution.RBCDS@rbccm.com. Prospective investors should read the prospectus supplements and registration statement before making an investment decision.

No securities regulatory authority has either approved or disapproved the contents of this press release. 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 over 200 markets worldwide, with local acquiring in 45 markets. With support for over 500 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.