Response of the Office of Mergers and Acquisition
Division of Corporation Finance

October 31, 2022

Manuel Garciadiaz, Esq.
Davis Polk & Wardwell LLP
manuel.garciadiaz@davispolk.com    

Re:    PagoNxt Merchant Solutions, S.L.
          Request for Relief from Exchange Act Rules 14d-10(a)(1), 14e-5, 14e-1(d), 14d-11(c),                14d-11(d), 14d-10(a)(2), 14d-11(f), 14e-1(c), 14d-11(e) and 14e-1(b)

Dear Mr. Garciadiaz:

We are responding to your letter requesting exemptive relief dated October 31, 2022 and addressed to Ted Yu and Daniel Duchovny. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your correspondence.

Section I

Based on the facts presented, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting exemptions from the following:

• Exchange Act Rule 14d-10(a)(1) to permit the making of the Tender Offers in the manner set forth in your incoming request letter, noting your representation that under Brazilian law, PagoNxt Merchant Solutions cannot exclude U.S. holders from the Brazilian Tender Offer;
• Exchange Act Rule 14e-5 to permit PagoNxt Merchant Solutions to purchase Securities tendered pursuant to the Brazilian Tender Offer during the U.S. Tender Offer in the manner set forth in your incoming request letter;
• Exchange Act Rule 14e-1(d) to permit PagoNxt Merchant Solutions to announce any extensions of the U.S. Tender Offer in accordance with the timing and notice requirements of Brazilian law;
• Exchange Act Rule 14d-11(d) to permit PagoNxt Merchant Solutions to announce the results of the U.S. Tender Offer and begin a subsequent offering period in accordance with the timing and notice requirements of Brazilian law;
• Exchange Act Rule 14d-10(a)(2) and Rule 14d-11(f) to permit PagoNxt Merchant Solutions to pay interest to holders who tender their Securities during a potential subsequent offering period required by Brazilian law in the manner set forth in your incoming request letter;
• Exchange Act Rule 14e-1(c) to permit PagoNxt Merchant Solutions to deliver the cash consideration to holders of Securities who tender into the U.S. Tender Offer during the initial offering period no later than the third business day following the expiration of the initial offering period of the U.S. Tender Offer and the cash consideration to holders of Securities who tender into the Brazilian Tender Offer during the initial offering period no later than the second business day following the expiration of the initial offering period of the Brazilian Tender Offer;
• Exchange Act Rule 14d-11(c) to permit PagoNxt Merchant Solutions to provide for a Put Right Period where delivery of the cash consideration during the initial offering period will occur in the time periods described in your incoming request letter; and
• Exchange Act Rule 14d-11(e) to permit PagoNxt Merchant Solutions to bundle settlement of tendered Securities in the manner described in your incoming request letter.

Section II

Based on the facts and representations in your letter, the Division will not recommend enforcement action under Rule 14e-1(b) if PagoNxt Merchant Solutions pays consideration during the Put Right Period in the manner described in your incoming request letter.

The exemptive and no-action relief granted is based on the representations made to the Division in your letter. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.