King & Spalding advised EVO Payments, Inc. in its underwritten block trade of 4,000,000 shares of Class A common stock at a public offering price of $28.25 per share.
EVO is structured as an “Up-C,” whose principal asset is common units in its operating subsidiary, EVO Investco, LLC. EVO’s pre-IPO investors maintain their economic interest through their ownership of common units in EVO Investco and their voting interest through ownership of EVO’s non-economic Class B, Class C or Class D common stock. Public investors hold Class A common stock, which contains both voting and economic rights.
The shares of Class A common stock sold by EVO were sold in a “synthetic secondary” offering, with EVO using the net proceeds from the offering to purchase shares of common stock and EVO Investco common units from Blueapple, Inc. and certain entities affiliated with Madison Dearborn Partners LLP.
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The King & Spalding team included Keith Townsend, Zach Cochran, Martin Oberst and Johnny Ellis. Hap Shashy, John Sweet and Ariana Wallizada advised on tax matters related to the offering.