0001213900-23-013686.txt : 20230222 0001213900-23-013686.hdr.sgml : 20230222 20230222161926 ACCESSION NUMBER: 0001213900-23-013686 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230222 FILED AS OF DATE: 20230222 DATE AS OF CHANGE: 20230222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR FUND XI/B LP CENTRAL INDEX KEY: 0001591435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39627 FILM NUMBER: 23653405 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR FUND XI/C LP CENTRAL INDEX KEY: 0001591436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39627 FILM NUMBER: 23653404 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR-Ultra Holdings, LLC CENTRAL INDEX KEY: 0001714612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39627 FILM NUMBER: 23653408 BUSINESS ADDRESS: STREET 1: C/O GTCR MANAGEMENT XI LLC STREET 2: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: C/O GTCR MANAGEMENT XI LLC STREET 2: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR PARTNERS XI/A&C LP CENTRAL INDEX KEY: 0001828028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39627 FILM NUMBER: 23653406 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR PARTNERS XI/B LP CENTRAL INDEX KEY: 0001827959 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39627 FILM NUMBER: 23653407 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR INVESTMENT XI LLC CENTRAL INDEX KEY: 0001827977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39627 FILM NUMBER: 23653409 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Paya Holdings Inc. CENTRAL INDEX KEY: 0001819881 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 852199433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 303 PERIMETER CENTER NORTH STREET 2: SUITE 600 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: (800) 261-0240 MAIL ADDRESS: STREET 1: 303 PERIMETER CENTER NORTH STREET 2: SUITE 600 CITY: ATLANTA STATE: GA ZIP: 30346 FORMER COMPANY: FORMER CONFORMED NAME: FINTECH ACQUISITION CORP III PARENT CORP DATE OF NAME CHANGE: 20200731 4 1 ownership.xml X0306 4 2023-02-22 1 0001819881 Paya Holdings Inc. PAYA 0001827977 GTCR INVESTMENT XI LLC 300 NORTH LASALLE STREET SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001714612 GTCR-Ultra Holdings, LLC 300 NORTH LASALLE STREET SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001827959 GTCR PARTNERS XI/B LP 300 NORTH LASALLE STREET SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001828028 GTCR PARTNERS XI/A&C LP 300 NORTH LASALLE STREET SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001591435 GTCR FUND XI/B LP 300 NORTH LASALLE STREET SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001591436 GTCR FUND XI/C LP 300 NORTH LASALLE STREET SUITE 5600 CHICAGO IL 60654 1 0 1 0 Common Stock 2023-02-22 4 U 0 45234022 9.75 D 0 I See footnote Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") by and among Paya Holdings Inc., Nuvei Corporation ("Parent"), and Pinnacle Merger Sub, Inc., a wholly owned subsidiary of Parent dated as of January 8, 2023, these shares of common stock, par value $0.0001 per share were tendered prior to the Offer Expiration Time (as defined in the Merger Agreement) and disposed of at the Effective Time (as defined in the Merger Agreement) in exchange for the right to receive a cash payment of $9.75 per share, without interest, subject to any applicable withholding of taxes. Reflects securities directly held by GTCR-Ultra Holdings, LLC ("Holdings"). GTCR Fund XI/B LP ("Fund XI/B") and GTCR Fund XI/C LP ("Fund XI/C") each hold an economic interest in Holdings and possess the right to appoint certain managers to Holdings' board of managers. Each of Fund XI/B and Fund XI/C is controlled by its general partner, GTCR Partners XI/B LP ("Partners XI/B") and GTCR Partners XI/A&C LP ("Partners XI/A&C"), respectively. Partners XI/B and Partners XI/A&C are controlled by their general partner, GTCR Investment XI LLC ("Investment XI"). As such, each of Fund XI/B, Fund XI/C, Partners XI/B, Partners XI/A&C and Investment XI may be deemed to possess indirect beneficial ownership of the Common Stock held by Holdings. Decisions of Investment XI are made by a vote of a majority of its managers, and, as a result, no single person has voting or dispositive authority over such securities. (Continued in Footnote 3). Each of the foregoing entities (other than Holdings) and the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Investment XI, acting through Fund XI/B and Fund XI/C, previously had the right to designate up to five nominees for election to the board of directors of the Issuer. GTCR INVESTMENT XI LLC, By: /s/ Jeffrey S. Wright, by power of attorney 2023-02-22 GTCR- ULTRA HOLDINGS, LLC, By: /s/ Jeffrey S. Wright, by power of attorney 2023-02-22 GTCR PARTNERS XI/B LP, By: /s/ Jeffrey S. Wright, by power of attorney 2023-02-22 GTCR PARTNERS XI/A&C LP, By: /s/ Jeffrey S. Wright, by power of attorney 2023-02-22 GTCR FUND XI/B LP, By: /s/ Jeffrey S. Wright, by power of attorney 2023-02-22 GTCR FUND XI/C LP, By: /s/ Jeffrey S. Wright, by power of attorney 2023-02-22