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United States securities and exchange commission logo
May 24, 2024
Lindsay Matthews
General Counsel
Nuvei Corporation
1100 René-Lévesque Boulevard West, Suite 900
Montréal, Québec H3B 4N4
Re:Nuvei Corporation
Schedule 13E-3 filed May 14, 2024 by Neon Maple Purchaser Inc. et al.
File No. 005-93361
Dear Lindsay Matthews:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Defined terms used herein have the same meaning as in your filing.
Schedule 13E-3 filed May 14, 2024
General
1.Please provide the information required by Item 1002(c) of Regulation M-A with respect
to the Multiple Voting Shares.
2.Please state the aggregate number and percentage of subject securities that are beneficially
owned by each filing person of the Schedule 13E-3, such as Advent, as well as each
person specified in Instruction C to Schedule 13E-3 for each filing person of the Schedule
13E-3. Refer to Item 1008(a) of Regulation M-A.
3.We note your disclosure on pages (ii) and 177 that “the Company assumes no
responsibility for the accuracy of the information” provided by the Purchaser Filing
Parties, which information is reflected in the Circular. This statement is inconsistent with
the disclosures in the filing, as well as the required attestation that appears at the outset of
the signature pages to the Schedule 13E-3, and operates as an implied disclaimer for the

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Nuvei Corporation
May 24, 2024
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entire filing except for the portions of the disclosure specifically regarding the Company.
Please revise.
4.Please revise Appendix H to disclose the material occupations, positions, offices or
employment of all natural persons during the last five years, including starting and ending
dates of each, in accordance with Item 3 of Schedule 13E-3 and Item 1003(c) of
Regulation M-A.
The Purchaser Filing Parties' Purpose and Reasons for the Arrangement, page 22
5.We note your disclosure on pages 23 and 59 that “the Purchaser Filing Parties did not
actively consider alternative transaction structures” (emphasis added). Please revise to
disclose any alternative means to accomplish the state purposes of the transaction
considered – whether actively or otherwise – by the Purchaser Filing Parties and state the
reasons for their rejection. Refer to Item 7 of Schedule 13E-3 and Item 1013 of Regulation
M-A.
Background to the Arrangement, page 37
6.Item 9 of Schedule 13E-3 and Item 1015(b)(6) of Regulation M-A require a filing person
to summarize in considerable detail any reports, whether oral or written, received from a
third party and materially related to this transaction. This section references multiple
presentations, beginning on December 18, 2023, by Barclays during the course of entering
into this transaction and considering alternatives for the Company. To the extent that any
reports are duplicative or are simply updates of earlier presentations, your disclosure may
summarize the material differences only. For these and any other meetings between the
Company and Barclays, summarize the substance of the presentations or reports and file
any written materials provided as exhibits to the Schedule 13E-3. We note that the only
such materials currently filed are dated April 1, 2024.
Position of the Purchaser Filing Parties as to the Fairness of the Arrangement, page 59
7.Refer to the bullets listed on page 61 regarding the TD Securities and Barclays fairness
opinions. Note that if any filing person has based its fairness determination on the analysis
of factors undertaken by others, such person must expressly adopt this analysis and
discussion as their own to satisfy the disclosure obligation. See Question 20 of Exchange
Act Release No. 34-17719 (April 13, 1981). Please revise to state, if true, that the
Purchaser Filing Parties adopted TD Securities’ and Barclays’ analyses and conclusions as
their own. Alternatively, revise the disclosure to include disclosure responsive to Item
1014 of Regulation M-A and to address the factors listed in Instruction 2 to Item 1014.
Formal Valuation and TD Securities Fairness Opinion, page 68
8.We note that the data underlying the selected precedent transaction analyses undertaken
by Barclays and TD Securities appears to differ. As one example only, EV/LTM EBITDA
regarding CardConnect Corp., with respect to its acquisition by First Data Corp., was

 FirstName LastNameLindsay Matthews
 Comapany NameNuvei Corporation
 May 24, 2024 Page 3
 FirstName LastName
Lindsay Matthews
Nuvei Corporation
May 24, 2024
Page 3
19.0x in Barclays’ analysis and 19.8x in TD Securities’ analysis. Please revise to disclose
the reason for such differences or advise.
Sources of Funds for the Arrangement, page 112
9.We note your disclosure on page 113 that the Debt Financing Sources “have committed to
provide to the Purchaser, subject to the terms and conditions therein, senior secured
syndicated credit facilities in an initial aggregate principal amount of $3,150 million.”
Disclose the parties that have committed to providing such Debt Financing, the stated and
effective interest rates of such financing and any other material terms or conditions to
such financing. Refer to Item 1007(d) of Regulation M-A.
10.Please file the Debt Commitment Letter as an exhibit to the Schedule 13E-3. Refer to Item
16 of Schedule 13E-3 and Item 1016(b) of Regulation M-A.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Blake Grady at 202-551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions