EVO Announces a $150M Additional Investment from Madison Dearborn Partners

3/30/20

ATLANTA, March 29, 2020 (GLOBE NEWSWIRE) -- EVO Payments, Inc. (NASDAQ: EVOP), a leading payment technology and services provider, announced today that it has received a $150 million investment from funds affiliated with Madison Dearborn Partners, LLC, a leading private equity firm that has been a significant shareholder of the Company since 2012. MDP’s added resources will strengthen EVO’s financial profile and enable the Company to remain focused on future strategic initiatives as it navigates the global COVID-19 pandemic.

“We have taken decisive measures to ensure our business is best positioned to continue to serve our valued customers throughout this global pandemic,” said James G. Kelly, EVO’s Chief Executive Officer. “The long-term fundamentals of EVO’s business remain strong and, as the economy recovers, we believe these actions will support EVO’s continued growth through the execution of our strategic plan.”

A portion of the proceeds from MDP’s investment will be used to pay down EVO’s revolver borrowings, reducing EVO’s pro forma leverage ratio as of December 31, 2019 to 3.3x net debt to Adjusted EBITDA.The remainder of the proceeds are expected to be used to fund potential future investment opportunities.

EVO is closely monitoring COVID-19 and its impact on the Company’s business. While EVO’s global portfolio represents a diversified mix of merchants across Europe and North America, many of these merchants operate in markets that are subject to broad governmental restrictions on movement and commerce, resulting in substantial reductions in merchant transaction count and volumes.

In response, EVO has taken significant and necessary steps to align its cost structure and cash flows with the expected near-term decline in revenues caused by COVID-19. These actions include a series of initiatives to reduce fixed costs up to 20% for the remainder of fiscal 2020 and lower capital expenditures by up to 75% over the same period. Such reductions will depend on the pace in which economic activity returns.

Given the unknown duration and extent of COVID-19's impact on EVO’s business, the Company is suspending its 2020 annual guidance published on February 27, 2020.

Ray Sidhom, Chairman of EVO’s Board of Directors, stated, “We value our long-term relationship with MDP, and we welcome their strong and demonstrated commitment to the future of EVO as it navigates this global pandemic.”

Vahe Dombalagian, a Managing Director on MDP’s Financial & Transaction Services team and a member of EVO’s Board of Directors, added, “We have been impressed with EVO’s growth strategy since we made our initial investment in December 2012. We look forward to building on our partnership with EVO’s leadership team as we work together to continue to extend the Company’s global footprint and further its growth.”

Additional Information

The following is an overview of the terms of MDP’s investment:

  • MDP will purchase $152.25 million of perpetual Convertible Preferred Stock, with net proceeds to the Company of $150 million.
  • The preferred stock is non-transferable for three years.
  • The preferred stock is convertible into shares of EVO common stock at a conversion price of $15.80 per share, a 10% premium to EVO’s five-day average stock price and a 13.3% premium to EVO’s closing stock price on Friday, March 27, 2020.
  • The preferred stock carries a 6.0% dividend, payable in kind.
  • On an as-converted basis, together with MDP’s existing shares and units, MDP will own approximately 15% of the economic interests in EVO and will have the right to vote approximately 19% of EVO’s outstanding shares.
  • Subject to certain limitations, MDP may convert the preferred stock into common stock at any time, and EVO may convert the preferred stock into common stock if the closing price of EVO’s common stock is above specified thresholds.
  • Matthew Raino, a Managing Director on MDP’s Financial & Transaction Services team, has been re-appointed to EVO’s Board of Directors, effective April 1, 2020.

Additional information regarding the investment is included in a Form 8-K that EVO will file with the Securities and Exchange Commission and additional information regarding COVID-19 events and impact has been posted to the investor relations section of the Company’s website.

J.P. Morgan acted as financial advisor to the Special Committee of the Company’s Board of Directors and King & Spalding LLP acted as legal advisor in connection with the transaction. BofA Securities, Inc. served as MDP’s financial advisor, while Latham & Watkins LLP served as MDP’s legal counsel in connection with the investment.

About EVO Payments Inc.
EVO Payments, Inc. (NASDAQ: EVOP) is a leading payment technology and services provider. EVO offers an array of innovative, reliable, and secure payment solutions to merchants across the globe. As a fully integrated merchant acquirer and payment processor in over 50 markets and 150 currencies worldwide, EVO provides competitive solutions that promote business growth, increase customer loyalty, and enhance data security in the markets it serves.

About Madison Dearborn Partners, LLC

Madison Dearborn Partners, LLC (“MDP”) is a leading private equity investment firm based in Chicago. Since MDP’s formation in 1992, the firm has raised aggregate capital of over $26 billion and has completed over 140 investments. MDP invests across five dedicated industry verticals, including financial and transaction services; basic industries; business and government software and services; health care; and telecom, media and technology services. For more information, please visit www.mdcp.com.

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