Item 8.01.Other Events.

At the time of its initial public offering, EVO Payments, Inc. (the "Company") issued Class B common stock, par value $0.0001 per share (the "Class B common stock"), to Blueapple, Inc., a Delaware corporation which is controlled by entities affiliated with the Company's founder and Chairman of the board of directors, Rafik R. Sidhom ("Blueapple"), and Class C common stock, par value $0.0001 per share (the "Class C common stock"), to certain executive officers of the Company. The Class B common stock entitled Blueapple, when voting together with the Company's other classes of capital stock, to 15.9% of the combined voting power in all matters presented to the Company's stockholders. The Class C common stock entitled each holder to cast 3.5 votes per share when voting together with the Company's other classes of capital stock.

On May 25, 2021, as previously described in the Company's public filings, all 32,163,538 outstanding shares of Class B common stock were automatically cancelled for no consideration pursuant to the provisions of the Company's amended and restated certificate of incorporation. Following this cancellation, Blueapple continues to hold 32,163,538 common membership interests (the "Common Units") of EVO Investco, LLC, the Company's operating subsidiary ("EVO Investco"), entitling Blueapple to a proportionate share of the economics in EVO Investco. Among other rights, Blueapple has a sale right providing that, upon receipt of a sale notice from Blueapple, the Company must use its commercially reasonable best efforts to pursue a public offering of the Company's Class A common stock and use the net proceeds therefrom to purchase Common Units from Blueapple. As a result, the Company believes that these Common Units are most appropriately viewed as equivalent to additional shares of Class A common stock when considering the Company's overall capitalization.

In addition, on May 25, 2021, each outstanding share of Class C common stock was automatically converted into one share of Class D common stock. Each share of Class D common stock entitles its holder to cast one vote per share when voting together with the Company's other classes of capital stock.

Following these changes in the Company's equity capital structure, the aggregate number and voting power of each class of the Company's capital stock, as well as the Company's aggregate capitalization, as of May 25, 2021 is set forth below:






                              Votes Per Share Shares Outstanding Aggregate Voting Power
Class A common stock                 1            47,077,668             76.85%
Class D common stock                 1            3,896,795              6.36%
Common Units held by                 0            32,163,538              0.0%
Blueapple
Series A convertible           As converted        152,250               16.78%
preferred stock (2)





                                                 Equity Capitalization (1)
Class A common stock                                   $1,340,301,208
Class D common stock                                    $110,941,754
Common Units held by Blueapple                          $915,695,927
Series A convertible preferred stock                    $292,695,401
(if converted) (2)
Total                                                  $2,659,634,290

(1) Based on an assumed market price of $28.47, the closing price of the Class A common stock on May 24, 2021.

(2) Assuming 10,280,836 shares of Class A common stock into which the Series A convertible preferred stock may be converted by the holders of the shares based on the effective conversion rate and applicable liquidation preference calculated as of May 25, 2021.

© Edgar Online, source Glimpses