King & Spalding advised EVO Payments, Inc. in its underwritten public offering of 8,075,558 shares of Class A common stock at a public offering price of $24.50 per share. EVO sold a total of 8,053,333 shares in the offering, which included the full exercise of the underwriter’s option to purchase 1,053,333 additional shares of Class A common stock. Two individual selling stockholders also sold a total of 22,225 shares in the offering.
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 underwriter’s option to purchase additional shares) were sold as part of a “synthetic secondary” offering, with EVO using the net proceeds to purchase shares of EVO common stock and EVO Investco common units from certain affiliates of Madison Dearborn Partners.
EVO used the net proceeds from the underwriter’s exercise of its option to purchase additional shares to purchase an equivalent number of common units from EVO Investco. EVO Investco intends to use the net proceeds from the sale of common units to repay a portion of its borrowings under its senior secured credit facility.
More information about the transaction can be found here.
The King & Spalding team was led by Keith Townsend and Zach Cochran and included Liz Morgan, Zack Davis and Allison Bazinet, with assistance from Angela Kang. Other lawyers assisting with the matter included Hap Shashy(tax), John Sweet (tax) and Ariana Wallizada (tax).