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 to its outstanding warrants to purchase shares of common stock, par value $0.001 per share, of the Company. The Exchange Offer and Consent Solicitation expired at 11:59 p.m., Eastern Daylight Time, on September 10, 2021.

Paya has been advised that 17,380,396 public warrants (including 209,726 public warrants tendered through guaranteed delivery), or approximately 98.4% of the outstanding public warrants, and 50,000 private warrants, representing all outstanding private warrants, were validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer and Consent Solicitation. Paya expects to accept all validly tendered warrants for exchange and settlement on or before September 15, 2021.

In addition, pursuant to the Consent Solicitation, the Company received the approval of approximately 98.4% of the outstanding public warrants to the amendment to the warrant agreement governing the warrants (the “Warrant Amendment”), which exceeds the 65% of the outstanding public warrants required to effect the Warrant Amendment. Paya expects to execute the Warrant Amendment concurrently with the settlement of the Exchange Offer, and thereafter, expects to exercise its right in accordance with the terms of the Warrant Amendment, to exchange all remaining untendered warrants for shares of the Company’s common stock, following which, no public or private warrants will remain outstanding.

The Company also announced that its Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) registering the Company’s common stock issuable in the Exchange Offer was declared effective by the SEC on September 9, 2021.

Evercore Group L.L.C. was the Dealer Manager for the Exchange Offer and Consent Solicitation.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, the securities described herein and is also not a solicitation of the related consents. The Exchange Offer and Consent Solicitation were made only pursuant to the terms and conditions of the Prospectus/Offer to Exchange and related letter of transmittal.