Sec Form 13D Filing - GTCR-Ultra Holdings LLC filing for Paya Holdings Inc. (PAYA) - 2023-02-22

Explanatory Note

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2020, as amended and supplemented by Amendment No. 1 filed with the SEC on March 24, 2021, as amended and supplemented by Amendment No. 2 filed with the SEC on January 9, 2023 (as amended and supplemented to date, the “Schedule 13D”) relating to the common stock, par value $0.0001 per share (“Common Stock”) of Paya Holdings Inc., a Delaware corporation (the “Issuer”) having its principal offices at 303 Perimeter Center North, Suite 600, Atlanta, Georgia 30346. As set forth below, as a result of the transactions described herein, on February 22, 2023 the Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer’s securities. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D. 

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

As previously disclosed, on January 8, 2023, the Issuer entered into a Merger Agreement with Nuvei Corporation, a corporation incorporated pursuant to the laws of Canada (“Parent”), and Pinnacle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), relating to, among other things, Merger Sub merging with and into the Issuer (the “Merger”), in an all-cash transaction, pursuant to a tender offer (the “Offer”), with the Issuer surviving the Merger.

The Offer and related withdrawal rights expired on February 22, 2023, and as a result of the satisfaction of the Minimum Condition (as defined in the Offer) and each of the other conditions to the Offer, on February 22, 2023, Parent accepted for payment all Common Stock that was validly tendered (and not properly withdrawn) pursuant to the Offer. Holdings tendered 45,234,022 shares of Common Stock, which constituted all of its shares of Common Stock of the Issuer in the Offer, for the right to receive a cash payment of $9.75 per share, without interest, subject to any applicable withholding of taxes. The remaining conditions to the Merger set forth in the Merger Agreement were satisfied, and, following the consummation of the Offer, Merger Sub was merged with and into the Issuer, with the Issuer surviving the Merger on February 22, 2023.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) – (b) The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.

As a result of the consummation of the Offer and Merger, the Reporting Persons no longer beneficially own any securities of the Issuer nor have sole or shared power to vote, direct the vote, dispose or direct the disposition with respect to any securities of the Issuer, and the filing of this Amendment No. 3 represents the final amendment to the Schedule 13D and constitutes an “exit” filing for each Reporting Person.

(c) Except as set forth in this Schedule 13D, none of the Reporting Persons has engaged in any transaction during the past 60 days in shares of Common Stock.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein as beneficially owned by the Reporting Persons.

(e) As of February 22, 2023, the Reporting Persons ceased to beneficially own more than 5% of the Issuer’s outstanding Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended by the incorporation of the information provided in Item 4.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: February 22, 2023