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| CIK | 1819881 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Paya Holdings Inc - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 9, 2024 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* PAYA HOLDINGS INC (Name of Issuer) Common Stock (Title of Class of Securities) 70434P103 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39627 PAYA HOLDINGS INC. (Exact name of registrant as specified in its |
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| February 22, 2023 |
As filed with the Securities and Exchange Commission on February 22, 2023 As filed with the Securities and Exchange Commission on February 22, 2023 Registration No. |
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| February 22, 2023 |
As filed with the Securities and Exchange Commission on February 22, 2023 As filed with the Securities and Exchange Commission on February 22, 2023 Registration No. |
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| February 22, 2023 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAYA HOLDINGS INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAYA HOLDINGS INC. FIRST: The name of the corporation is Paya Holdings Inc. (the “Corporation”). SECOND: The address of its registered office in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company. TH |
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| February 22, 2023 |
AMENDED AND RESTATED BYLAWS OF PAYA HOLDINGS INC. * * * * * Article 1 Offices Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PAYA HOLDINGS INC. * * * * * Article 1 Offices Section 1.01. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* PAYA HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 70434P 103 (CUSIP Number) GTCR-Ultra Holdings, LLC 300 N. LaSalle Street Suite 5600 Chicago, Illinois 60654 Attention: Jeffrey S. Wright (312) 382 |
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| February 22, 2023 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) PAYA HOLDINGS INC. (Name of Subject Company (Issuer)) PINNACLE MERGER SUB, INC. (Name of Filing Persons (Offeror)) an indirect, wholly owned subsidiary of NUVEI CORPORATION (Name of Filing Pe |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39627 85-2199433 (State or other Jurisdiction of Incorporation) (Commission Fi |
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| February 22, 2023 |
As filed with the Securities and Exchange Commission on February 22, 2023 As filed with the Securities and Exchange Commission on February 22, 2023 Registration No. |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) PAYA HOLDINGS INC. (Name of Subject Company) PAYA HOLDINGS INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 70434P 103 (CUSIP Number |
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| February 21, 2023 |
DocuSign Envelope ID: E1F55E59-F59F-4971-BAAF-7E81E9C6E2F9 SEPARATION, SEVERANCE AND GENERAL RELEASE AGREEMENT This Separation, Severance and General Release Agreement (this “Agreement”) is entered into as of the “Effective Date” (as defined below), by and among Michele Shepard (“Employee”), Paya, Inc. |
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| February 21, 2023 |
Exhibit 21.1 Subsidiaries of Registrant PQS Enterprises, LLC Direct Connect Merchant Service Blue Parasol Group, LLC Direct Connect Acquisitions, Inc. The Payment Group, LLC TPG Holdco, Inc. JS Innovations LLC Paya EFT, Inc. Paya, Inc. Paya Intermediate Holdings, Inc. Stewardship Technology, Inc. First Mobile Trust, LLC FBS Mobile Trust, LLC Paya Vertical Software, LLC Paya Holdings III, LLC Paya |
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| February 21, 2023 |
PAYA HOLDINGS INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE PAYA HOLDINGS INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Paya Holdings Inc. Omnibus Incentive Plan, as amended from time to time (the “Plan”), Paya Holdings Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“Participant”) the number of restricted stock units (the “RSUs”) set forth below. This |
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| February 21, 2023 |
PAYA HOLDINGS INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE 2023 Form RSU Agreement PAYA HOLDINGS INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Paya Holdings Inc. Omnibus Incentive Plan, as amended from time to time (the “Plan”), Paya Holdings Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“Participant”) the number of restricted stock units (the “RSUs” |
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| February 21, 2023 |
PAYA HOLDINGS INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE PAYA HOLDINGS INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Paya Holdings Inc. Omnibus Incentive Plan, as amended from time to time (the “Plan”), Paya Holdings Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“Participant”) the number of restricted stock units (the “RSUs”) set forth below. This |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-819881 Paya Ho |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) PAYA HOLDINGS INC. (Name of Subject Company) PAYA HOLDINGS INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 70434P 103 |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) PAYA HOLDINGS INC. (Name of Subject Company (Issuer)) PINNACLE MERGER SUB, INC. (Name of Filing Persons (Offeror)) an indirect, wholly owned subsidiary of NUVEI CORPORATION (Name of Filing Persons (Par |
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| February 9, 2023 |
Social Media Posts in connection with the Interview of Philip Fayer on PYMNTS EXHIBIT (a)(5)(H) Social Media Posts in connection with the Interview of Philip Fayer on PYMNTS Nuvei Tweet (@Nuvei), February 6, 2023 https://twitter. |
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| February 9, 2023 |
Transcript of Interview between Philip Fayer and PYMNTS, dated February 1, 2023 EXHIBIT (a)(5)(G) Transcript of Interview between Philip Fayer and PYMNTS, dated February 1, 2023 Karen Webster: Hey, Phil. |
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| February 8, 2023 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* PAYA HOLDINGS INC (Name of Issuer) Common Stock (Title of Class of Securities) 70434P103 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| February 7, 2023 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) PAYA HOLDINGS INC. (Name of Subject Company (Issuer)) PINNACLE MERGER SUB, INC. (Name of Filing Persons (Offeror)) an indirect, wholly owned subsidiary of NUVEI CORPORATION (Name of Filing Pe |
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| February 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) PAYA HOLDINGS INC. (Name of Subject Company) PAYA HOLDINGS INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 70434P 103 |
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| January 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PAYA HOLDINGS INC. (Name of Subject Company (Issuer)) PINNACLE MERGER SUB, INC. (Name of Filing Persons (Offeror)) an indirect, wholly owned subsidiary of NUVEI CORPORATION (Name of Filing Persons (Parent of Offeror)) C |
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| January 24, 2023 |
Exhibit (a)(1)(D) Offer To Purchase for Cash Any and All Issued and Outstanding Shares of Common Stock of PAYA HOLDINGS INC. |
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| January 24, 2023 |
Exhibit (d)(3) Confidential Letter Agreement This LETTER AGREEMENT (this “Agreement”), dated as of December 17, 2022, is made by and among Paya Holdings Inc. |
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| January 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 PAYA HOLDINGS INC. (Name of Subject Company) PAYA HOLDINGS INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 70434P 103 (CUSIP Number of |
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| January 24, 2023 |
Exhibit 107 EX-FILING FEES CALCULATION OF FILING FEE TABLES Schedule TO (Form Type) PAYA HOLDINGS INC. |
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| January 24, 2023 |
Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of PAYA HOLDINGS INC. |
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| January 24, 2023 |
Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| January 24, 2023 |
Exhibit (b)(2) EXECUTION VERSION [REDACTED] indicates that certain information in this Exhibit has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. |
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| January 24, 2023 |
Exhibit (d)(2) November 22, 2022 CONFIDENTIAL Nuvei Corporation 1100 Rene-Levesque, 9th Floor Montreal, QC, Canada H3B 4N4 Ladies and Gentlemen: In connection with the consideration by Nuvei Corporation (“you” or “Nuvei”) and Paya Holdings Inc. |
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| January 24, 2023 |
Exhibit (a)(1)(A) Offer to Purchase for Cash Any and All Issued and Outstanding Shares of Common Stock of PAYA HOLDINGS INC. |
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| January 24, 2023 |
Exhibit (e)(10) (Execution Version) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 31, 2021 (the “Effective Date”), by and between Paya Holdings Inc. |
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| January 24, 2023 |
Project Pinnacle Commitment Letter Exhibit (b)(1) EXECUTION VERSION [REDACTED] indicates that certain information in this Exhibit has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. |
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| January 24, 2023 |
Exhibit (a)(1)(C) Offer To Purchase for Cash Any and All Issued and Outstanding Shares of Common Stock of PAYA HOLDINGS INC. |
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| January 10, 2023 |
EXHIBIT 99.1 Nuvei Enters Definitive Agreement to Acquire Paya Proposed Acquisition Would Create a Preeminent Payment Technology Provider with Strong Positions in Global eCommerce, Integrated Payments and B2B MONTREAL & ATLANTA, January 9, 2023 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, and Paya Holdings Inc. (“Paya”) (Nasdaq: PAYA), a |
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| January 10, 2023 |
Exhibit 99.3 Investor Presentation Operator Ladies and gentlemen, thank you for standing by, and welcome to Nuvei's conference call to discuss its proposed transaction to acquire Paya Holdings Inc. At this time, I would like to turn the conference over to your host, Anthony Gerstein, Vice President and Head of Investor Relations at Nuvei. Please go ahead. Anthony Gerstein VP & Head of Investor Rel |
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| January 10, 2023 |
Exhibit 99.2 2 0 21 2 0 2 5 E 2 0 19 2 0 2 6 E $314 Combined Nuvei Combined Nuvei $835M Combined Nuvei Combined Nuvei N u v e i P aya |
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| January 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Paya Holdings Inc. (Name of Subject Company (Issuer)) Pinnacle Merger Sub, Inc. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of Nuvei Corporation (Name of Filing Persons (Parent of Offeror)) Common Stock |
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| January 10, 2023 |
Social media posts by Nuvei Corporation on January 10, 2023. EXHIBIT 99.2 Social Media Posts in connection with the Interview of Philip Fayer on BNN Bloomberg Nuvei Tweet (@Nuvei), January 10, 2023 https://twitter.com/Nuvei/status/1612834258938171393?s=20&t=ulj2YFZ040Z3MVpVfdiLyA Copy: Our Chair and CEO Philip Fayer sat down with @BNNBloomberg to discuss how the acquisition of @payaHQ will accelerate our integrated payment strategy and enhance Nuvei's busin |
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| January 10, 2023 |
EXHIBIT 99.1 https://nuvei.com/insights/interviews/bnn-bloomberg-an-interview-with-phil-fayer-nuveis-chair-and-ceo-on-paya-acquisition-rationale/ Copy: Philip Fayer, chair and CEO of Nuvei, joins BNN Bloomberg to discuss the rationale behind acquiring Atlanta-based digital rival, Paya Holdings for U.S. $1.3B. He says the deal will enhance Nuvei’s ability to execute on high-growth integrated paymen |
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| January 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Paya Holdings Inc. (Name of Subject Company (Issuer)) Pinnacle Merger Sub, Inc. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of Nuvei Corporation (Name of Filing Persons (Parent of Offeror)) Common Stock |
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| January 10, 2023 |
Exciting news: Acquisition of Paya Exhibit 99.4 Subject: Exciting news: Acquisition of Paya Dear colleagues, We have just announced some awesome news which I am excited to share with you. We have entered into a definitive agreement to acquire Paya, a leading provider of integrated payment and commerce solutions, in an all-cash transaction at USD $9.75 per share for total consideration of approximately $1.3 billion. This is a really |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Paya Holdings Inc. (Name of Subject Company) GTCR-ULTRA HOLDINGS, LLC (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 70434P 103 (CUSIP Number of Class of |
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| January 9, 2023 |
Team Member Letter, first used on January 9, 2023. EX-99.1 2 ea171390ex99-1payahold.htm TEAM MEMBER LETTER, FIRST USED ON JANUARY 9, 2023 Exhibit 99.1 Subject: Exciting Next Step in Paya’s Journey OnePaya Team, I’m writing to share an important milestone in Paya’s incredible journey. Just a few moments ago, Paya announced that it has entered into an agreement to be acquired by Nuvei that will create a diversified and future-focused global payment |
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| January 9, 2023 |
Customer and Business Partner Letter, first used on January 9, 2023. Exhibit 99.3 Dear [Valued Customer / Partner], This morning Paya announced the exciting news that it has entered into an agreement to be acquired by Nuvei (Nasdaq, TSX: NVEI). A copy of the press release is attached. This is an important milestone in Paya’s ongoing journey. Nuvei is a global payment leader serving 200+ markets with a leading franchise in eCommerce. The acquisition of Paya will hel |
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| January 9, 2023 |
Social Media Posts, first used on January 9, 2023. Exhibit 99.5 Social Media Content Twitter LinkedIn Additional Information about the Tender Offer and Where to Find it The tender offer referenced in this communication has not yet commenced. This communication is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of Paya Holdings, Inc. (“Paya”), nor is it a substitute for the tender o |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Paya Holdings Inc. (Name of Subject Company) Paya Holdings Inc. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 70434P 103 (CUSIP Number of Class of Securi |
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| January 9, 2023 |
Team Member FAQ, first used on January 9, 2023. Exhibit 99.2 1. What was announced? ● Paya Holdings has entered into a definitive agreement to be acquired by Nuvei for $9.75 per share in cash, for a total consideration of approximately $1.3 billion. ● Today’s announcement represents the next exciting step in Paya’s incredible journey and reflects our strong momentum. ● Until we complete the combination with Nuvei, Paya and Nuvei will continue t |
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| January 9, 2023 |
Exhibit 99.1 Nuvei Enters Definitive Agreement to Acquire Paya Proposed Acquisition Would Create a Preeminent Payment Technology Provider with Strong Positions in Global eCommerce, Integrated Payments and B2B MONTREAL & ATLANTA, January 9, 2023 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, and Paya Holdings Inc. (“Paya”) (Nasdaq: PAYA), a |
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| January 9, 2023 |
Exhibit 10.1 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 8, 2023, by and among Paya Holdings Inc., a Delaware corporation (the “Company”), Nuvei Corporation, a corporation incorporated pursuant to the laws of Canada (“Parent”), and GTCR-Ultra Holdings, LLC (the “Stockholder”), a stockholder of the Compan |
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| January 9, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among NUVEI CORPORATION, Pinnacle Merger Sub, Inc. and Paya Holdings Inc. Dated as of January 8, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Index of Defined Terms 19 1.3 Certain Interpretations 21 ARTICLE II THE OFFER AND THE MERGER 23 2.1 The Offer 23 2.2 The Closing 27 2.3 The Merger 27 2.4 C |
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| January 9, 2023 |
Press Release of GTCR Ultra Holdings, LLC, dated and first used on January 9, 2023. Exhibit 99.1 GTCR-Backed Paya to be Acquired by Nuvei Sale of Leading Integrated Payments Provider Follows Significant Transformation and Successful Execution of The Leaders StrategyTM within the Payments Industry CHICAGO, IL — January 9, 2023 — GTCR, a leading private equity firm, announced today that portfolio company Paya Holdings Inc. (NASDAQ: PAYA), a leading integrated payments provider, has |
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| January 9, 2023 |
SC 13D/A 1 ea171393-13da2gtcrpayahold.htm AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* PAYA HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 70434P 103 (CUSIP Number) GTCR-Ultra Holdings, LLC 300 N. LaSalle Street |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2023 Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39627 85-2199433 (State or other Jurisdiction of Incorporation) (Commission File |
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| January 9, 2023 |
EX-10.2 4 ea171389ex10-2payahold.htm TERMINATION AGREEMENT, DATED AS OF JANUARY 8, 2023, BY AND BETWEEN PAYA HOLDINGS INC. AND GTCR ULTRA-HOLDINGS, LLC Exhibit 10.2 TRA TERMINATION AGREEMENT This Termination Agreement (the “Termination Agreement”) is dated as of January 8, 2023, and is by and among Paya Holdings Inc. (f/k/a FinTech Acquisition Corp. III Parent Corp.), a Delaware corporation (the “ |
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| January 9, 2023 |
Tender and Support Agreement, dated as of January 8, 2023. EX-99.1 2 ea171393ex99-1payahold.htm TENDER AND SUPPORT AGREEMENT, DATED AS OF JANUARY 8, 2023 Exhibit 1 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 8, 2023, by and among Paya Holdings Inc., a Delaware corporation (the “Company”), Nuvei Corporation, a corporation incorporated pursuant to the laws of Cana |
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| January 9, 2023 |
Customer and Business Partner Talking Points and Q&A, first used on January 9, 2023. Exhibit 99.4 For Internal Use Only; Not for Distribution Your Role and Guidelines As leaders of Paya, you will play an important role in communicating with our customers / partners about the benefits of this proposed combination and what it means for them, as well as what they can expect moving forward. We have included the following materials in this toolkit to ensure that you are well-equipped f |
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| November 4, 2022 |
As filed with the Securities and Exchange Commission on November 4, 2022 As filed with the Securities and Exchange Commission on November 4, 2022 Registration No. |
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| November 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 November 4, 2022 Date of Report (date of earliest event reported) Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39627 85-2199433 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 4, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Paya Holdings Inc. |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39627 |
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| November 4, 2022 |
Paya Holdings Inc. Announces Third Quarter 2022 Results Exhibit 99.1 Paya Holdings Inc. Announces Third Quarter 2022 Results ATLANTA, GA, November 4, 2022 ? Paya Holdings Inc. (NASDAQ: PAYA) (?Paya Holdings?, ?Paya? or the ?Company?), a leading provider of integrated payment and commerce solutions, today reported financial results for its third quarter ended September 30, 2022. ?Paya again delivered a strong quarter of financial results, led by our int |
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| September 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 September 25, 2022 Date of Report (date of earliest event reported) Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39627 85-2199433 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 5, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 August 5, 2022 Date of Report (date of earliest event reported) Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39627 85-2199433 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39627 Paya |
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| August 5, 2022 |
Paya Holdings Inc. Announces Second Quarter 2022 Results Exhibit 99.1 Paya Holdings Inc. Announces Second Quarter 2022 Results ATLANTA, GA, August 5, 2022 ? Paya Holdings Inc. (NASDAQ: PAYA) (?Paya Holdings?, ?Paya? or the ?Company?), a leading provider of integrated payment and commerce solutions, today reported financial results for its second quarter ended June 30, 2022. ?Paya delivered another strong quarter in financial results, led by our integrat |
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| July 7, 2022 |
As filed with the Securities and Exchange Commission on July 7, 2022 As filed with the Securities and Exchange Commission on July 7, 2022 Registration No. |
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| June 16, 2022 |
June 16, 2022 VIA EDGAR Ms. Ta Tanisha Meadows Mr. Adam Phippen U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade and Services 100 F Street N.E. Washington, D.C. 20549 Re: Paya Holdings Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 15, 2022 Form 8-K Filed May 10, 2022 File No. 001-39627 Dear Ms. Meadows and Mr. Phippen, Paya Holdings I |
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| June 1, 2022 |
Amendment to Paya Holdings Inc. Omnibus Incentive Plan. Exhibit 10.1 AMENDMENT TO PAYA HOLDINGS INC. OMNIBUS INCENTIVE PLAN WHEREAS, Paya Holdings Inc., a Delaware corporation (the ?Company?), maintains the Paya Holdings Inc. Omnibus Incentive Plan (the ?Plan?); and WHEREAS, the Company desires to amend the Plan to (i) increase the maximum number of Shares (as defined in the Plan) available for issuance under the Plan by 10,000,000 Shares, subject to s |
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| June 1, 2022 |
Exhibit 99.1 Paya Announces Election of Debora Boyda to its Board of Directors Boyda brings extensive transformation experience and operational expertise Atlanta, GA ? May 31, 2022 (GLOBE NEWSWIRE) ? Paya Holdings Inc. (NASDAQ: PAYA), a leading integrated payments and commerce solution provider, today announced the election of Debora Boyda to its board of directors. Ms. Boyda brings to Paya 35 yea |
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| June 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2022 Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39627 85-2199433 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 11, 2022 |
Prospectus Supplement No. 10 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated November 17, 2020) Registration No. 333-249949 PROSPECTUS SUPPLEMENT NO. 10 This prospectus supplement updates and supplements the prospectus dated November 17, 2020 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-249949). This prospectus supplement is being fil |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39627 Pay |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 May 10, 2022 Date of Report (date of earliest event reported) Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39627 85-2199433 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| May 10, 2022 |
Paya Holdings Inc. Announces First Quarter 2022 Results Exhibit 99.1 Paya Holdings Inc. Announces First Quarter 2022 Results ATLANTA, GA, May 10, 2022 (GLOBE NEWSWIRE) ? Paya Holdings Inc. (NASDAQ: PAYA) (?Paya Holdings?, ?Paya? or the ?Company?), a leading provider of integrated payment and commerce solutions, today reported financial results for its first quarter ended March 31, 2022. ?Paya delivered strong financial results in the quarter, led by ou |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| March 15, 2022 |
PAYA HOLDINGS INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Paya Holdings Inc. Omnibus Incentive Plan, as amended from time to time (the ?Plan?), Paya Holdings Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?Participant?) the number of restricted stock units (the ?RSUs?) set forth below. This |
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| March 15, 2022 |
(Execution Version) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made as of October 5, 2021 (the ?Effective Date?), by and between Paya Holdings Inc. |
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| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-819881 Paya Ho |
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| March 15, 2022 |
EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made as of October 16, 2020, by and between Paya Holdings Inc. |
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| March 15, 2022 |
PAYA HOLDINGS INC. OMNIBUS INCENTIVE PLAN STOCK OPTION GRANT NOTICE Pursuant to the terms and conditions of the Paya Holdings Inc. Omnibus Incentive Plan, as amended from time to time (the ?Plan?), Paya Holdings Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?Participant?) the stock option (the ?Option?) set forth below. This award of the Option (this ? |
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| March 15, 2022 |
Exhibit 4.1 Description of Registrant?s Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934. General As of December 31, 2021, Paya Holdings Inc.?s (the ?Company?, ?we?, ?our? and ?us?) authorized capital stock consisted of 500,000,000 shares of common stock, par value $0.001 per share (?Common Stock?) and 50,000,000 shares of undesignated preferred stock, par va |
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| March 15, 2022 |
Exhibit 21.1 Subsidiaries of Registrant PQS Enterprises, LLC Direct Connect Merchant Service Blue Parasol Group, LLC Direct Connect Acquisitions, Inc. The Payment Group, LLC TPG Holdco, Inc. Paya EFT, Inc. Paya, Inc. Paya Intermediate Holdings, Inc. Stewardship Technology, Inc. First Mobile Trust, LLC FBS Mobile Trust, LLC Paya Vertical Software, LLC Paya Holdings III, LLC Paya Holdings II, LLC Pa |
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| March 15, 2022 |
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made as of November 25, 2020 (the ?Effective Date?), by and between Paya Holdings Inc. |
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| March 15, 2022 |
PAYA HOLDINGS INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Paya Holdings Inc. Omnibus Incentive Plan, as amended from time to time (the ?Plan?), Paya Holdings Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?Participant?) the number of restricted stock units (the ?RSUs?) set forth below. This |
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| March 15, 2022 |
EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made as of October 16, 2020, by and between Paya Holdings, Inc. |
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| March 15, 2022 |
EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made as of October 16, 2020, by and among Paya Holdings, Inc. |
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| March 15, 2022 |
Prospectus Supplement No. 9 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated November 17, 2020) Registration No. 333-249949 PROSPECTUS SUPPLEMENT NO. 9 This prospectus supplement updates and supplements the prospectus dated November 17, 2020 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-249949). This prospectus supplement is being filed |
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| March 14, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 March 1, 2022 Date of Report (date of earliest event reported) (Amendment No. 1) Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-819881 85-2199433 (State or Other Jurisdiction of Incorporation |
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| March 1, 2022 |
Paya Holdings Inc. Announces Fourth Quarter and Full Year 2021 Results Exhibit 99.1 Paya Holdings Inc. Announces Fourth Quarter and Full Year 2021 Results ATLANTA, GA, March 1, 2022 (GLOBE NEWSWIRE) ? Paya Holdings Inc. (NASDAQ: PAYA) (?Paya Holdings,? ?Paya? or the ?Company?), a leading provider of integrated payment and commerce solutions, today reported financial results for its fourth quarter and full year ended December 31, 2021. ?Paya finished the year on a str |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-39627 (Check One) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report o |
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| March 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 March 1, 2022 Date of Report (date of earliest event reported) Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-819881 85-2199433 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| February 14, 2022 |
240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* (Name of Issuer) Paya Holdings Inc. (Title of Class of Securities) Common Stock, Par Value $0.001 Per S |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Paya Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 70434P103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| February 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PAYA HOLDINGS INC (Name of Issuer) Common Stock (Title of Class of Securities) 70434P103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| November 10, 2021 |
Prospectus Supplement No. 8 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated November 17, 2020) Registration No. 333-249949 PROSPECTUS SUPPLEMENT NO. 8 This prospectus supplement updates and supplements the prospectus dated November 17, 2020 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-249949). This prospectus supplement is being filed |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-81988 |
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| November 5, 2021 |
Paya Holdings Inc. Announces Third Quarter 2021 Results Exhibit 99.1 Paya Holdings Inc. Announces Third Quarter 2021 Results ATLANTA, GA, November 5, 2021 (GLOBE NEWSWIRE) ? Paya Holdings Inc. (NASDAQ: PAYA) (?Paya Holdings?, ?Paya? or the ?Company?), a leading provider of integrated payment and commerce solutions, today reported financial results for its third quarter ended September 30, 2021. ?Paya performed well in the quarter, with payment volume g |
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| November 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 November 5, 2021 Date of Report (date of earliest event reported) Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-819881 85-2199433 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| October 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 30, 2021 Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39627 85-2199433 (State or Other Jurisdiction of Incorporation) (Commission F |
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| October 1, 2021 |
Exhibit 99.1 Paya Announces Appointment of Sid Singh to its Board of Directors Singh brings Extensive Integrated and Software-Led Payments Experience ATLANTA, GA - October 1, 2021 ? Paya (NASDAQ: PAYA), a leading integrated payments and commerce solution provider, today announced the appointment of Sid Singh to its Board of Directors. Mr. Singh currently serves as President, United States Informat |
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| September 15, 2021 |
Exhibit 10.1 AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment (this ?Amendment?) is made as of September 15, 2021, by and between Paya Holdings Inc., a Delaware corporation (f/k/a FinTech Acquisition Corp. III Parent Corp.) (the ?Company?), and Continental Stock Transfer & Trust Company, a New York Corporation, as warrant agent (the ?Warrant Agent?), and constitutes an amendment to that certain |
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| September 15, 2021 |
Exhibit 99.1 Paya Holdings Inc. Announces Completion of Exchange Offer and Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants ATLANTA, GA, September 15, 2021 ? Paya Holdings Inc. (NASDAQ: PAYA) (?Paya? or the ?Company?) today announced the completion of its previously announced exchange offer (the ?Exchange Offer?) and consent solicitation (the ?Consent So |
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| September 15, 2021 |
Prospectus Supplement No. 7 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated November 17, 2020) Registration No. 333-249949 17,715,000 Shares of Common Stock Up to 102,359,084 Shares of Common Stock by the Selling Stockholders 465,000 Warrants by the Selling Stockholders This prospectus supplement updates and supplements the prospectus dated November 17, 2020 (the “Prospectus”), which forms a |
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| September 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2021 PAYA HOLDINGS INC. |
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| September 13, 2021 |
Exhibit 99.1 Paya Holdings Inc. Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to its Warrants ATLANTA, GA, September 13, 2021 ?? Paya Holdings Inc. (NASDAQ: PAYA) (?Paya? or the ?Company?) announced today the expiration and results of its previously announced exchange offer (the ?Exchange Offer?) and consent solicitation (the ?Consent Solicitation?) relating |
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| September 13, 2021 |
425 1 ea147251-8kpayahold.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 PAYA HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39627 85-2199433 (State or other j |
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| September 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) PAYA HOLDINGS INC. (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Shares of Common Stock (Title of Class of Securities) 70434P 111 (CUSIP Number of Class of Securities) Melind |
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| September 13, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 PAYA HOLDINGS INC. |
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| September 13, 2021 |
Exhibit 99.1 Paya Holdings Inc. Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to its Warrants ATLANTA, GA, September 13, 2021 ?? Paya Holdings Inc. (NASDAQ: PAYA) (?Paya? or the ?Company?) announced today the expiration and results of its previously announced exchange offer (the ?Exchange Offer?) and consent solicitation (the ?Consent Solicitation?) relating |
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| September 10, 2021 |
424B3 1 f424b30921payaholdingsinc.htm PROSPECTUS PROSPECTUS/OFFER TO EXCHANGE Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-258781 PAYA HOLDINGS INC. Offer to Exchange Warrants to Acquire Shares of Common Stock of Paya Holdings Inc. for Shares of Common Stock of Paya Holdings Inc. and Consent Solicitation THE OFFER PERIOD (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11 |
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| August 24, 2021 |
As filed with the Securities and Exchange Commission on August 24, 2021 As filed with the Securities and Exchange Commission on August 24, 2021 Registration No. |
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| August 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) PAYA HOLDINGS INC. (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Shares of Common Stock (Title of Class of Securities) 70434P 111 (CUSIP Number of Class of Securities) Melind |
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| August 24, 2021 |
Exhibit 10.12 AMENDED AND RESTATED TENDER AND SUPPORT AGREEMENT AMENDED AND RESTATED TENDER AND SUPPORT AGREEMENT (this ?Agreement?), dated as of August 24, 2021, by and among Paya Holdings Inc., a Delaware corporation (the ?Company?), and each of the persons listed on Schedule A hereto (collectively, the ?Public Warrant Holders,? and each a ?Public Warrant Holder?). W I T N E S S E T H: WHEREAS, |
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| August 13, 2021 |
Exhibit 99.3 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer To Exchange Warrants to Acquire Shares of Common Stock of Paya Holdings Inc. for Shares of Common Stock of Paya Holdings Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON SEPTEMBER 10, 2021, |
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| August 13, 2021 |
Exhibit 10.12 Execution Version TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT (this ?Agreement?), dated as of August 13, 2021, by and among Paya Holdings Inc., a Delaware corporation (the ?Company?), and each of the persons listed on Schedule A hereto (collectively, the ?Public Warrant Holders,? and each a ?Public Warrant Holder?). W I T N E S S E T H: WHEREAS, as of the date hereof, e |
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| August 13, 2021 |
Exhibit 99.4 LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer To Exchange Warrants to Acquire Shares of Common Stock of Paya Holdings Inc. for Shares of Common Stock of Paya Holdings Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON SEPTEMBER |
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| August 13, 2021 |
EX-99.1 7 fs42021ex99-1payaholdings.htm LETTER OF TRANSMITTAL Exhibit 99.1 LETTER OF TRANSMITTAL AND CONSENT Offer To Exchange Warrants to Acquire Shares of Common Stock of Paya Holdings Inc. for Shares of Common Stock of Paya Holdings Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON SEPTE |
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| August 13, 2021 |
Prospectus Supplement No. 6 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated November 17, 2020) Registration No. 333-249949 17,715,000 Shares of Common Stock Up to 102,359,084 Shares of Common Stock by the Selling Stockholders 465,000 Warrants by the Selling Stockholders This prospectus supplement updates and supplements the prospectus dated November 17, 2020 (the ?Prospectus?), which forms a |
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| August 13, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2021 PAYA HOLDINGS INC. |
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| August 13, 2021 |
Exhibit 10.11 Paya Holdings Inc. Dealer Manager and Solicitation Agent Agreement New York, New York August 13, 2021 Evercore Group L.L.C., as Dealer Manager c/o Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055 Ladies and Gentlemen: Paya Holdings Inc, a company incorporated under the laws of Delaware (the ?Company? or ?we?), plans to make an offer (such offer as described in the P |
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| August 13, 2021 |
Exhibit 99.1 Paya Holdings Inc. Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants ATLANTA, GA, August 13, 2021 ? Paya Holdings Inc. (NASDAQ: PAYA) (?Paya? or the ?Company?) today announced that it has commenced an exchange offer (the ?Offer?) and consent solicitation (the ?Consent Solicitation?) relating to its outstanding public warrants and private placement |
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| August 13, 2021 |
EX-99.2 8 fs42021ex99-2payaholdings.htm NOTICE OF GUARANTEED DELIVERY Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY OF WARRANTS OF PAYA HOLDINGS INC. Pursuant to the Prospectus/Offer to Exchange dated August 13, 2021 Instructions for Use Unless defined herein, terms used in this Notice of Guaranteed Delivery shall have definitions set forth in the Prospectus/Offer to Exchange dated August 13, 2021. T |
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| August 13, 2021 |
Exhibit 99.1 Paya Holdings Inc. Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants ATLANTA, GA, August 13, 2021 ? Paya Holdings Inc. (NASDAQ: PAYA) (?Paya? or the ?Company?) today announced that it has commenced an exchange offer (the ?Offer?) and consent solicitation (the ?Consent Solicitation?) relating to its outstanding public warrants and private placement |
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| August 13, 2021 |
As filed with the Securities and Exchange Commission on August 13, 2021 Registration No. |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PAYA HOLDINGS INC. (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Shares of Common Stock (Title of Class of Securities) 70434P 111 (CUSIP Number of Class of Securities) Melinda Doster General C |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2021 PAYA HOLDINGS INC. |
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| August 9, 2021 |
Prospectus Supplement No. 5 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated November 17, 2020) Registration No. 333-249949 17,715,000 Shares of Common Stock Up to 102,359,084 Shares of Common Stock by the Selling Stockholders 465,000 Warrants by the Selling Stockholders This prospectus supplement updates and supplements the prospectus dated November 17, 2020 (the ?Prospectus?), which forms a |
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| August 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-819881 Pay |
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| August 6, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 August 6, 2021 Date of Report (date of earliest event reported) Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-819881 85-2199433 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 6, 2021 |
Paya Holdings Inc. Announces Second Quarter 2021 Results Exhibit 99.1 Paya Holdings Inc. Announces Second Quarter 2021 Results ATLANTA, GA, August 6, 2021 (GLOBE NEWSWIRE) ? Paya Holdings Inc. (NASDAQ: PAYA) (?Paya Holdings?, ?Paya? or the ?Company?), a leading provider of integrated payment and commerce solutions, today reported financial results for its second quarter ended June 30, 2021. ?Paya?s solid second quarter results continue to build upon the |
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| June 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2021 Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-819881 85-2199433 (State or other jurisdiction of incorporation) (Commission File |
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| June 28, 2021 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of June 25, 2021 among Paya Holdings III, LLC, as Parent Borrower Paya, Inc. as a Borrower, Paya Holdings II, LLC, as holdings, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent and an L/C Issuer, and The Other Lenders and L/C Issuers Party Hereto CREDIT SUISSE LOAN FUNDING LLC, Morgan Stanley Senior Funding, |
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| May 26, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2021 Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-819881 85-2199433 (State or other jurisdiction of incorporation) (Commission File N |
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| May 7, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 May 7, 2021 Date of Report (date of earliest event reported) Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-819881 85-2199433 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| May 7, 2021 |
Amendment No. 5 to Credit Agreement, dated as of October 7, 2020 Exhibit 10.6 Execution Version AMENDMENT NO. 5 TO CREDIT AGREEMENT This Amendment No. 5 to Credit Agreement, dated as of October 7, 2020 (this ?Amendment?), to that certain Credit Agreement, dated as of August 1, 2017 (as amended or supplemented, as applicable, by each of that certain Waiver to Credit Agreement, dated as of October 6, 2017, that certain Credit Agreement Supplement, dated as of Sep |
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| May 7, 2021 |
Prospectus Supplement No. 4 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated November 17, 2020) Registration No. 333-249949 17,715,000 Shares of Common Stock Up to 102,359,084 Shares of Common Stock by the Selling Stockholders 465,000 Warrants by the Selling Stockholders This prospectus supplement updates and supplements the prospectus dated November 17, 2020 (the ?Prospectus?), which forms a |
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| May 7, 2021 |
Exhibit 10.4 EXECUTION VERSION AMENDMENT NO. 3 TO CREDIT AGREEMENT This Amendment No. 3 to Credit Agreement, dated as of December 20, 2018 (this ?Amendment?), to that certain Credit Agreement, dated as of August 1, 2017 (as amended or supplemented, as applicable, by each of that certain Waiver to Credit Agreement, dated as of October 6, 2017, that certain Credit Agreement Supplement, dated as of S |
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| May 7, 2021 |
Amendment No. 4 to Credit Agreement, dated as of July 24, 2020 Exhibit 10.5 EXECUTION VERSION AMENDMENT NO. 4 TO CREDIT AGREEMENT This Amendment No. 4 to Credit Agreement, dated as of July 24, 2020 (this ?Amendment?), to that certain Credit Agreement, dated as of August 1, 2017 (as amended or supplemented, as applicable, by each of that certain Waiver to Credit Agreement, dated as of October 6, 2017, that certain Credit Agreement Supplement, dated as of Septe |
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| May 7, 2021 |
Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT dated as of August 1, 2017 among GTCR-ULTRA INTERMEDIATE HOLDINGS, INC., as Holdings, GTCR-ULTRA ACQUISITION, INC., as Borrower, the Lenders and Issuing Banks party hereto and ANTARES CAPITAL LP as Administrative Agent and Collateral Agent ANTARES CAPITAL LP, ARES CAPITAL MANAGEMENT LLC and JEFFERIES FINANCE LLC, as Joint Lead Arrangers and Joint Boo |
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| May 7, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-819881 Pa |
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| May 7, 2021 |
Amendment No. 2 to Credit Agreement, dated as of November 1, 2018 Exhibit 10.3 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT This Amendment No. 2 to Credit Agreement, dated as of November 1, 2018 (this ?Amendment?), to that certain Credit Agreement, dated as of August 1, 2017 (as supplemented by that certain Waiver to Credit Agreement, dated as of October 6, 2017, that certain Credit Agreement Supplement, dated as of September 11, 2017, that certain Waiv |
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| May 7, 2021 |
Amendment No. 1 to Credit Agreement, dated as of July 13, 2018 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement, dated as of July 13, 2018 (this ?Amendment?), to that certain Credit Agreement, dated as of August 1, 2017 (as supplemented by that certain Waiver to Credit Agreement, dated as of October 6, 2017, that certain Credit Agreement Supplement, dated as of September 11, 2017, that certain Waiver |
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| May 7, 2021 |
Paya Holdings Inc. Announces First Quarter 2021 Results Exhibit 99.1 Paya Holdings Inc. Announces First Quarter 2021 Results ATLANTA, GA, May 7, 2021 (GLOBE NEWSWIRE) ? Paya Holdings Inc. (NASDAQ: PAYA) (?Paya Holdings?, ?Paya? or the ?Company?), a leading provider of integrated payment and commerce solutions, today reported financial results for its first quarter ended March 31, 2021. ?Our strong first quarter performance continues to highlight Paya?s |
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| April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 16, 2021 |
Exhibit 99.1 Paya Announces Appointment of Oni Chukwu to its Board of Directors Chukwu brings Extensive Enterprise Cloud Software and Technology Experience ATLANTA, GA April 16, 2021 ? Paya (NASDAQ: PAYA), a leading integrated payments and commerce solution provider, today announced the appointment of Oni Chukwu to its Board of Directors. Mr. Chukwu was Executive Chairman and CEO of Aventri, a lea |
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| April 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 April 16, 2021 Date of Report (date of earliest event reported) Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-819881 85-2199433 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): April 7, 2021 PAYA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-819881 85-2199433 (State or other jurisdiction of incorporation or organization) ( |
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| March 24, 2021 |
SC 13D/A 1 ea138326-13da2gtcrpayahold.htm AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* PAYA HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70434P 103 (CUSIP Number) GTCR-Ultra Holdings, LLC 300 N. LaSalle Stree |
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| March 23, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 March 17, 2021 Date of Report (date of earliest event reported) Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-819881 85-2199433 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 23, 2021 |
Exhibit 1.1 20 MILLION SHARES PAYA HOLDINGS INC. COMMON STOCK (PAR VALUE $0.0001) UNDERWRITING AGREEMENT March 17, 2021 March 17, 2021 Morgan Stanley & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Credit Suisse Securities (USA) LLC c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representatives of the several Underwriters list |
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| March 23, 2021 |
Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated November 17, 2020) Registration No. 333-249949 17,715,000 Shares of Common Stock Up to 102,359,084 Shares of Common Stock by the Selling Stockholders 465,000 Warrants by the Selling Stockholders This prospectus supplement updates and supplements the prospectus dated November 17, 2020 (the ?Prospectus?), which forms a |
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| March 19, 2021 |
PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-254286 10,000,000 Shares of Common Stock 10,000,000 Shares of Common Stock Offered by the Selling Stockholder Paya Holdings Inc. is offering 10,000,00 shares and the selling stockholder named herein are offering 10,000,000 shares. Our common stock is listed on the Nasdaq Capital Market, or NASDAQ, under the symbol ?PAYA?. On March 12 |
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| March 15, 2021 |
* * * [Signature Page Follows] March 15, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| March 15, 2021 |
Registration Statement - REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 15, 2021. Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 7389 85-2199433 (State or other jurisdiction of incorporation or organization) (Primary Sta |
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| March 15, 2021 |
PAYA HOLDINGS INC. March 15, 2021 PAYA HOLDINGS INC. March 15, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-1090 Attention: Scott Anderegg Re: Paya Holdings Inc. Registration Statement on Form S-1 Originally Filed March 15, 2021 CIK: 0001819881 Ladies and Gentlemen: Paya Holdings Inc., a Delaware corporation (the ?Company?), hereby requests acceleration of the effective |
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| March 15, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 [20] MILLION SHARES PAYA HOLDINGS INC. COMMON STOCK (PAR VALUE $0.0001) UNDERWRITING AGREEMENT March [•], 2021 March [•], 2021 Morgan Stanley & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Credit Suisse Securities (USA) LLC c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representatives of the several Underwriters |
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| March 9, 2021 |
Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated November 17, 2020) Registration No. 333-249949 17,715,000 Shares of Common Stock Up to 102,359,084 Shares of Common Stock by the Selling Stockholders 465,000 Warrants by the Selling Stockholders This prospectus supplement updates and supplements the prospectus dated November 17, 2020 (the ?Prospectus?), which forms a |
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| March 9, 2021 |
Confidential Treatment Requested by Paya Holdings Inc. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially to the Securities and Exchange Commission on March 8, 2021 pursuant to the Jumpstart Our Business Startups Act of 2012. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti |
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| March 8, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-819881 Paya Ho |
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| March 8, 2021 |
Exhibit 4.4 Description of Registrant?s Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934. General As of December 31, 2020, Paya Holdings Inc.?s (the ?Company?, ?we?, ?our? and ?us?) authorized capital stock consisted of 500,000,000 shares of common stock, par value $0.0001 per share (?Common Stock?), and 50,000,000 shares of undesignated preferred stock, par |
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| March 8, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 March 8, 2021 Date of Report (date of earliest event reported) Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-819881 85-2199433 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| March 8, 2021 |
Paya Holdings Inc. Announces Fourth Quarter and Full Year 2020 Results Exhibit 99.1 Paya Holdings Inc. Announces Fourth Quarter and Full Year 2020 Results ATLANTA, GA, March 8, 2020 (GLOBE NEWSWIRE) – Paya Holdings Inc. (NASDAQ: PAYA) (“Paya Holdings”, “Paya” or the “Company”), a leading provider of integrated payment and commerce solutions, today reported financial results for its fourth quarter and full year ended December 31, 2020. “We are pleased to close out the |
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| March 8, 2021 |
Exhibit 21.1 Subsidiaries of Registrant Paya, Inc. TPG Holdco, Inc. The Payment Group, LLC Paya EFT, Inc. Paya Vertical Software, LLC Stewardship Technology, Inc. First Mobile Trust, LLC FBS Mobile Trust, LLC Paya Blocker, Inc. Paya Holdings II, LLC Paya Holdings III, LLC Paya Intermediate Holdings, Inc. FinTech Acquisition Corp. III |
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| March 2, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi |
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| March 2, 2021 |
240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* (Name of Issuer) Paya Holdings Inc. (Title of Class of Securities) Common Stock, Par Value $0.0001 Per S |
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| February 16, 2021 |
SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Paya Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 70434P103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| January 15, 2021 |
Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated November 17, 2020) Registration No. 333-249949 17,715,000 Shares of Common Stock Up to 102,359,084 Shares of Common Stock by the Selling Stockholders 465,000 Warrants by the Selling Stockholders This prospectus supplement updates and supplements the prospectus dated November 17, 2020 (the “Prospectus”), which forms a |
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| December 22, 2020 |
Exhibit 10.1 Execution Version PAYA HOLDINGS INC. OMNIBUS INCENTIVE PLAN Article I PURPOSE; EFFECTIVE DATE; TERM 1.1 Purpose. The purpose of this Paya Holdings Inc. Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its Stockholders by enabling the Company to offer Eligible Individuals stock- and cash-based incentives in order to attract, retain, and |
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| December 22, 2020 |
As filed with the Securities and Exchange Commission on December 22, 2020 Registration No. |
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| November 17, 2020 |
PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-249949 PAYA HOLDINGS INC. 17,715,000 Shares of Common Stock Up to 102,359,084 Shares of Common Stock by the Selling Stockholders 465,000 Warrants by the Selling Stockholders This prospectus relates to (a) the issuance by us of up to 17,715,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), upon the exercise |
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| November 13, 2020 |
Paya Holdings Inc. 303 Perimeter Center North Suite 600 Atlanta, Georgia 30346 November 13, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Katherine Bagley Re: Paya Holdings Inc. Registration Statement on Form S-1 Filed November 6, 2020 File No. 333-249949 Ladies and Gentlemen: Paya Holdings Inc. (the “Comp |
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| November 10, 2020 |
As filed with the Securities and Exchange Commission on November 10, 2020 S-1/A 1 fs12020a1payaholdings.htm AMENDMENT NO. 1 TO FORM S-1 As filed with the Securities and Exchange Commission on November 10, 2020 Registration No. 333-249949 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PAYA HOLDINGS INC. (Exact name of registrant as specified in its charter) Delawa |
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| November 9, 2020 |
Exhibit 99.3 GTCR-Ultra Holdings II, LLC. Consolidated Financial Statements as of September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and 2019 Consolidated Financial Statements GTCR-Ultra Holdings II, LLC Consolidated Statements of Operations (in thousands) (Unaudited) For the three months ended For the nine months ended September 30, 2020 September |
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| November 9, 2020 |
Exhibit 99.1 GTCR-ULTRA HOLDINGS II, LLC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Throughout this section, unless otherwise noted “we”, “us”, “our”, “Paya” and “the Company” refer to GTCR-Ultra Holdings II, LLC. The following discussion and analysis of financial condition and results of operations of GTCR-Ultra Holdings II, LLC should be read together |
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| November 9, 2020 |
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following selected unaudited pro forma condensed combined financial information (the “selected pro forma data”) gives effect to the reverse acquisition of Holdings by FinTech as further described below in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combinatio |
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| November 9, 2020 |
Financial Statements and Exhibits - AMENDMENT TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2020 Paya Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-39627 85-2199433 (State or Other Jurisdiction (Commission File Number) (IRS Emplo |
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| November 9, 2020 |
Paya Holdings Inc. Announces Third Quarter 2020 Results Exhibit 99.1 Paya Holdings Inc. Announces Third Quarter 2020 Results ATLANTA, GA, November 9, 2020 (GLOBE NEWSWIRE) – Paya Holdings Inc. (“Paya Holdings”, “Paya” or the “Company”) (NASDAQ: PAYA), a leading provider of integrated payment and commerce solutions, today reported financial results for its third quarter ended September 30, 2020. “As Paya begins a new chapter as a publicly-traded company |
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| November 9, 2020 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2020 Paya Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-39627 85-2199433 (State or Other Jurisdiction (Commission (IRS Employer of Incorpor |
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| November 6, 2020 |
As filed with the Securities and Exchange Commission on November 6, 2020 Registration No. |
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| November 6, 2020 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of Registrant Paya, Inc. TPG Holdco, Inc. The Payment Group, LLC Paya EFT, Inc. Paya Vertical Software, LLC Stewardship Technology, Inc. First Mobile Trust, LLC FBS First Mobile, LLC GTCR/Ultra Blocker, Inc. GTCR-Ultra Holdings II, LLC GTCR-Ultra Holdings III, LLC GTCR-Ultra Intermediate Holdings, Inc. FinTech Acquisition Corp. III |
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| October 26, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PAYA HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70434P 103 (CUSIP Number) Cohen Sponsor Interests III, LLC 2929 Arch Street Suite 1703 Philadelphia, PA 19104 Attn: Daniel G. Cohen (215) 701-9555 |
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| October 26, 2020 |
PAYA / Paya Holdings Inc. Class A / GTCR-Ultra Holdings, LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 PAYA HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70434P 103 (CUSIP Number) GTCR Ultra Holdings LLC 300 N. LaSalle Street Suite 5600 Chicago, Illinois 60654 Attention: Jeffrey S. Wright (312) 382-2200 (Name, Addres |
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| October 26, 2020 |
Exhibit 4 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is made as of this 16th day of October, 2020, by and among (i) GTCR Fund XI/B LP, a Delaware limited partnership (the “GTCR XI/B”), (ii) GTCR Fund XI/C LP, a Delaware limited partnership (“GTCR XI/C”), (iii) GTCR Co-Invest XI LP, a Delaware limited partnership (“GTCR Co-Invest”, together with GTCR XI/B and GTCR XI/C, each a “Seller” and collectively, the “Sellers”) and (iv) GTCR-Ultra Holdings, LLC, a Delaware limited liability company (the “Purchaser”). |
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| October 26, 2020 |
Joint Filing Agreement among the Reporting Persons, dated as of October 26, 2020. Exhibit 1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and have duly executed this joint filing agreement as of the date set forth below. |
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| October 22, 2020 |
Exhibit 10.10 FINAL FORM EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of October 16, 2020, by and between Paya Holdings, Inc., a Delaware corporation (“Parent”), Paya, Inc., a Delaware corporation (“Employer”) and Mark Engels (“Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 4 of this Agreement, or if |
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| October 22, 2020 |
Exhibit 10.4 EXECUTION VERSION TAX RECEIVABLE AGREEMENT by and among FINTECH ACQUISITION CORP. Ill PARENT CORP., GTCR-ULTRA HOLDINGS, LLC and CERTAIN OTHER PERSONS NAMED HEREIN, DATED AS OF OCTOBER 16, 2020 TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 16, 2020, is hereby entered into by and among FinTech Acquisition Corp. Ill Parent Corp., a Delawa |
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| October 22, 2020 |
EX-3.1 2 ea128692ex3-1payaholdings.htm CERTIFICATE OF INCORPORATION OF PAYA HOLDINGS INC., FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON OCTOBER 16, 2020 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAYA HOLDINGS INC. Article One The name of the corporation is Paya Holdings Inc. (the “Corporation”). Article Two The address of the Corporation’s registered office |
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| October 22, 2020 |
Exhibit 99.1 Leading Integrated Payments Company Paya Lists on Nasdaq October 16, 2020 Following business combination with FinTech Acquisition Corp. III, Paya plans further acceleration of growth trajectory as a public company ATLANTA-(BUSINESS WIRE)-Oct. 16, 2020- Paya, a leading integrated payments and commerce solution provider, and FinTech Acquisition Corp. III, a special purpose acquisition c |
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| October 22, 2020 |
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following selected unaudited pro forma condensed combined financial information (the “selected pro forma data”) gives effect to the reverse acquisition of Holdings by FinTech as further described below in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combinatio |
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| October 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2020 Paya Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-39627 85-2199433 (State or Other Jurisdiction (Commission (IRS Employer of Incorpor |
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| October 22, 2020 |
Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of October 16, 2020, by and between Paya Holdings, Inc., a Delaware corporation (“Parent”), Paya, Inc., a Delaware corporation (“Employer”) and Glenn Renzulli (“Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 4 of this Agreement, or if not defi |
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| October 22, 2020 |
Exhibit 10.8 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of October 16, 2020, by and between Paya Holdings, Inc. (“Parent”), Paya, Inc., a Delaware corporation (“Employer”) and Jeffrey Hack (“Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 4 of this Agreement, or if not defined herein, the meanings i |
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| October 22, 2020 |
Exhibit 10.1 FINTECH ACQUISITION CORP. III PARENT CORP. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 16, 2020 among FinTech Acquisition Corp. III Parent Corp., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Ultra Investors” (collectively, the “Ultra Investors”), each |
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| October 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2020 Paya Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-39627 85-2199433 (State or Other Jurisdiction (Commission (IRS Employer of Incorp |
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| October 22, 2020 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PAYA HOLDINGS INC. A Delaware corporation (Adopted as of October 16, 2020) Article I OFFICES Section 1. Offices. Paya Holdings Inc. (the “Corporation”) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors |
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| October 22, 2020 |
Letter of WithumSmith+Brown, PC. Exhibit 16.1 October 22, 2020 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read the statements of Paya Holdings Inc. (formally known as FinTech Acquisition Corp. III Parent Corp.) included under Item 4.01 of its Form 8-K dated October 22, 2020. We agree with the statements concerning our Firm under Item 4.01 |
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| October 22, 2020 |
Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2020, between Paya Holdings Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate protect |
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| October 22, 2020 |
Exhibit 10.3 Director NOMINATION Agreement THIS Director NOMINATION Agreement (this “Agreement”) is made and entered into as of October 16, 2020, by and among Paya Holdings Inc., a Delaware corporation (the “Company”), GTCR-Ultra Holdings, LLC, a Delaware limited liability company (“Paya Holdings”) and GTCR Fund XI/B LP, a Delaware limited partnership and GTCR Fund XI/C LP, a Delaware limited part |
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| October 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Paya Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 85-2199433 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 303 |
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| September 23, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-240410 PROXY STATEMENT FOR SPECIAL MEETING IN LIEU OF 2020 ANNUAL MEETING OF STOCKHOLDERS OF FINTECH ACQUISITION CORP. III PROSPECTUS FOR 143,950,062 SHARES OF COMMON STOCK OF FINTECH ACQUISITION CORP. III PARENT CORP. Dear FinTech Acquisition Corp. III Stockholders: On August 3, 2020, FinTech Acquisition Corp. III, which we refe to a |
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| September 23, 2020 |
Filed by FinTech Acquisition Corp. III Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 under the Securities Exchange Act of 1934, as amended Subject Company: FinTech Acquisition Corp. III Parent Corp. (Commission File No. 333-240410) Paya and FinTech III Announce Filing of Definitive Proxy Statement in Connection with Proposed Transaction S |
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| September 22, 2020 |
FINTECH ACQUISITION CORP. III PARENT CORP. 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 September 22, 2020 VIA EDGAR TRANSMISSION Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance 100 F. Street NE Washington, D.C. 20549-3010 Re: Registration Statement on Form S-4 File No. 333-240410 Gentlemen/Ladies: FinTech Acquisition Corp. III Parent Corp. (the |
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| September 21, 2020 |
Filed by FinTech Acquisition Corp. III Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 under the Securities Exchange Act of 1934, as amended Subject Company: FinTech Acquisition Corp. III Parent Corp. (Commission File No. 333-240410) Paya Announces Strategic Acquisition of The Payment Group Acquisition combines Paya’s established government |
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| September 21, 2020 |
As filed with the Securities and Exchange Commission on September 21, 2020 Registration No. |
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| September 16, 2020 |
As filed with the Securities and Exchange Commission on September 16, 2020 Registration No. |
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| September 16, 2020 |
Exhibit 99.1 FOR THE SPECIAL MEETING IN LIEU OF 2020 ANNUAL MEETING OF STOCKHOLDERS OF FINTECH ACQUISITION CORP. III THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS P R O X Y The undersigned hereby appoints Daniel G. Cohen and James J. McEntee, III (together, the "Proxies"), and each of them independently, with full power of substitution as proxies to vote the shares that the undersign |
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| September 16, 2020 |
September 16, 2020 VIA EDGAR TRANSMISSION Katherine Bagley Office of Trade & Services U. |
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| September 16, 2020 |
Exhibit 4.1 NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP FINTECH ACQUISITION CORP. III PARENT CORP. A DELAWARE CORPORATION COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE EACH, OF FINTECH ACQUISITION CORP. III PARENT CORP. (THE “CORPORATION”) transferable on the books of the Corporation in person or by du |
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| September 4, 2020 |
Form of Tax Receivable Agreement** Exhibit 10.15 TAX RECEIVABLE AGREEMENT by and among FinTech Acquisition Corp. III Parent Corp., GTCR-Ultra Holdings, LLC and CERTAIN OTHER PERSONS NAMED HEREIN, DATED AS OF [●] TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], is hereby entered into by and among FinTech Acquisition Corp. III Parent Corp., a Delaware corporation (the “Parent Corporation”), |
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| September 4, 2020 |
As filed with the Securities and Exchange Commission on September 4, 2020 Registration No. |
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| September 4, 2020 |
September 4, 2020 VIA EDGAR TRANSMISSION Katherine Bagley Office of Trade & Services U. |
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| September 4, 2020 |
Form of Director Nomination Agreement** Exhibit 10.14 Director NOMINATION Agreement THIS Director NOMINATION Agreement (this “Agreement”) is made and entered into as of [●], 2020, by and among Paya Holdings Inc., a Delaware corporation (the “Company”), GTCR-Ultra Holdings, LLC, a Delaware limited liability company (“Paya Holdings”) and GTCR Fund XI/B LP, a Delaware limited partnership, GTCR Fund XI/C LP, a Delaware limited partnership, |
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| August 5, 2020 |
- FORM S-4 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on August 4, 2020 Registration No. |
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| August 5, 2020 |
Bylaws of FinTech Acquisition Corp. III Parent Corp.** Exhibit 3.4 BYLAWS OF FINTECH ACQUISITION CORP. III PARENT CORP. (the “Company”) ARTICLE I STOCKHOLDERS 1.1 Meetings. 1.1.1 Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors. 1.1.2 Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may |
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| August 5, 2020 |
Exhibit 3.3 CERTIFICATE OF INCORPORATION OF FINTECH ACQUISITION CORP. III PARENT CORP. FIRST. The name of this corporation is FINTECH ACQUISITION CORP. III PARENT CORP. (the “Corporation”). SECOND. Its registered office and place of business in the State of Delaware is to be located at Rodney Square, 1000 North King Street, in the City of Wilmington, New Castle County, Delaware 19801. The Register |
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| August 5, 2020 |
Exhibit 10.11 FINTECH ACQUISITION CORP. III PARENT CORP. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [], 2020 among FinTech Acquisition Corp. III Parent Corp., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Ultra Investors” (collectively, the “Ultra Investors”), each of the |
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| August 5, 2020 |
Subsidiaries of the Registrant.** Exhibit 21.1 Subsidiaries of FinTech Acquisition Corp. III Parent Corp. FinTech III Merger Sub Corp. |
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| August 5, 2020 |
425 1 ea125071-425fintech3parent.htm FORM 425 Filed by FinTech Acquisition Corp. III Parent Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 under the Securities Exchange Act of 1934, as amended Subject Company: FinTech Acquisition Corp. III (Commission File No. 001-38744) Paya – IPO Edge Q&A Responses August 5, 2020 Quotes attributed |
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| August 5, 2020 |
425 1 ea125060-425fintech3parent.htm 425 Filed by FinTech Acquisition Corp. III Parent Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 under the Securities Exchange Act of 1934, as amended Subject Company: FinTech Acquisition Corp. III (Commission File No. 001-38744) Paya – Law360 Q&A Responses August 5, 2020 Quotes attributed to: Bet |
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| August 3, 2020 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of August 3, 2020 by and among GTCR-ULTRA HOLDINGS, LLC, GTCR-ULTRA HOLDINGS II, LLC, FINTECH III MERGER SUB CORP., FINTECH ACQUISITION CORP. III, FINTECH ACQUISITION CORP. III PARENT CORP., GTCR/ULTRA BLOCKER, INC. and GTCR FUND XI/C LP TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 1.01 Certain Definitions 2 1.02 Interpr |
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| August 3, 2020 |
Exhibit 99.4 Internal and Partner Communication Guide Paya/FT3 Merger Announcement August 2020 Summary On August 3rd, Paya announced a merger with FinTech III, a special purpose acquisition company (SPAC), with an estimated value at $1.3 billion. The talking points below are for Paya’s associates who interact with distribution partners and end customers. Messaging for Partners (voiceover) ● We are |
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| August 3, 2020 |
Exhibit 99.1 1 Paya CompanyOverview August2020 Disclaimer 2 This investor presentation (“Investor Presentation”) is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of Paya, Inc. or FinTech Acquisition Corp. III or any of Paya, Inc.’s or FinTech Acquisition Co |
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| August 3, 2020 |
Merger Prospectus - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2020 FINTECH ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-38744 82-0895994 (State or other jurisdiction of incorporation |
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| August 3, 2020 |
Exhibit 99.2 Paya and FinTech III Announce Merger Agreement Leading Integrated Payments Provider to Go Public Paya Processes Over $30 Billion of Transaction Volume for Over 100,000 Customers Paya Management to Lead Combined Company Transaction Includes Commitments for a $250 Million Common Stock Private Placement from a High-Quality Investor Group Including Franklin Templeton and Wellington Manage |
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| August 3, 2020 |
C O R P O R A T E P A R T I C I P A N T S Exhibit 99.3 C O R P O R A T E P A R T I C I P A N T S Betsy Cohen, Chairman of the Board, FinTech Acquisition Corp, III KJ McConnell, Principal, GTCR LLC Jeff Hack, Chief Executive Officer, Paya, Inc. Glenn Renzulli, Chief Financial Officer, Paya, Inc. Ben Weiner, Head of Corporate Development and Strategy, Paya, Inc. P R E S E N T A T I O N Male Speaker Good morning, ladies and gentlemen. Thank |
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| August 3, 2020 |
Agreement dated August 3, 2020 between FinTech Acquisition Corp. III and Cantor Fitzgerald & Co. Exhibit 10.3 [FinTech Acquisition Corp. III Letterhead] August 3, 2020 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Re: Deferred Underwriting Commission Ladies and Gentlemen: Reference is made to that certain underwriting agreement (the “Underwriting Agreement”), dated as of November 15, 2018, by and among FinTech Acquisition Corp. III (the “Company”) and Cantor Fitzgerald & Co |
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| August 3, 2020 |
Form of PIPE Subscription Agreement Exhibit 10.2 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [-], 2020, by and among FinTech Acquisition Corp. III, a Delaware corporation (the “Issuer”), the subscriber party set forth on the signature page hereto (“Subscriber”) and FinTech Acquisition Corp. III Parent Corp., a Delaware corporation (“Holdings”). WHEREAS, the Issuer is |
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| August 3, 2020 |
Exhibit 10.1 EXECUTION VERSION Confidential SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Support Agreement”) is dated as of August 3, 2020, by and among the Persons set forth on Schedule I hereto (each, a “Sponsor” and, together with the Key Sponsors, the “Sponsors”), FinTech Acquisition Corp. III, a Delaware corporation (“Acquiror”), GTCR-Ultra Holdings II, LLC, a Delaware limi |
