King & Spalding advised EVO Payments, Inc. in its underwritten public offering of 5,750,000 shares of Class A common stock at a public offering price of $26.50 per share. The shares sold by EVO in the offering included the full exercise of the underwriters’ option to purchase 750,000 additional shares of Class A common stock.
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 (other than shares sold pursuant to the underwriters’ option to purchase additional shares) 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.
EVO used the net proceeds from the underwriters’ exercise of their option to purchase additional shares to purchase an equivalent number of common units from EVO Investco. EVO Investco will use the net proceeds from the sale of common units to repay a portion of the borrowings under its senior secured credit facility.
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The King & Spalding team included Keith Townsend, Zach Cochran, Alana Griffin, Martin Oberst, Allison Bazinet and Audrey Rogers. Other lawyers assisting with the matter included Hap Shashy (tax) and Ariana Wallizada (tax).