Exhibit 4.4
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 – Name and Address of Company
Nuvei Corporation (“Nuvei” or the “Company”)
1100 René-Lévesque Boulevard West, Suite 900
Montreal, Quebec
H3B 4N4
Item 2 – Date of Material Change
March 24, 2021
Item 3 – News Release
A news release was disseminated over Globe Newswire on March 24, 2021.
Item 4 – Summary of Material Change
On March 24, 2021, Nuvei closed a secondary offering on a bought deal basis by funds managed by Novacap Management Inc., Whiskey Papa Fox Inc., a holding company controlled by Philip Fayer, our Chair and Chief Executive Officer, CDP Investissements Inc., a wholly-owned subsidiary of Caisse de dépôt et placement du Québec, and David Schwartz, our Chief Financial Officer (together the “Selling Shareholders”), of an aggregate of 9,169,387 subordinate voting shares of the Company at a purchase price of US$60.22 per subordinate voting share for total gross proceeds to the Selling Shareholders of approximately US$552 million (the “Offering”).
Item 5 – Full Description of Material Change
| 5.1 | Full Description of Material Change |
On March 24, 2021, Nuvei closed a secondary offering on a bought deal basis by the Selling Shareholders, of an aggregate of 9,169,387 subordinate voting shares of the Company at a purchase price of US$60.22 per subordinate voting share for total gross proceeds to the Selling Shareholders of approximately US$552 million. The Offering includes the partial exercise by the underwriters of their over-allotment option, as described below.
Goldman Sachs Canada Inc., Credit Suisse, BMO Capital Markets and RBC Capital Markets acted as joint bookrunners for the Offering. CIBC World Markets Inc., National Bank Financial Inc., Scotiabank, Merrill Lynch Canada Inc., Citigroup Global Markets Canada Inc., Raymond James Ltd. and Stifel Nicolaus Canada Inc. also acted as underwriters for the Offering (collectively, the “Underwriters”).
As part of the Offering, the Selling Shareholders (except David Schwartz) granted the Underwriters an option, exercisable, in whole or in part, at any time until April 23, 2021, to purchase up to an additional 15% of the Offering at the offering price to cover over-allotments (the “Over-Allotment Option”). As indicated above, the Underwriters have partially exercised their Over-Allotment Option and purchased 969,387 additional subordinate voting shares.
| 5.2 | Disclosure for Restructuring Transactions |
Not applicable.
Item 6 – Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 – Omitted Information
Not applicable.
Item 8 – Executive Officer
David Schwartz
Chief Financial Officer
(514) 313-1190
Item 9 – Date of Report
March 30, 2021.
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