b'The StructureUnder the arrangement, Advent acquired all outstanding subordinate voting and non-rolled multiple voting shares. CDPQ, Philip Fayer, and Novacap rolled significant portions of their holdings, retaining ownership stakes in the newly private company. The transaction was implemented under the Canada Business Corporations Act, requiring shareholder approval and subsequent approval from the Superior Court of Quebec (Commercial Division) in June 2024.The Cross-Border ChallengeBecause Nuvei was dual-listed in Canada and the U.S., the transaction triggered the SECs going private rules. Mayer Brown advised CDPQ on all U.S. regulatory and governance aspectsdrafting and negotiating key documents, responding to SEC comments, and ensuring compliance across jurisdictions. The team also handled ownership reporting and shareholder, investor rights, and cooperation agreements.16'