EVO PAYMENTS, INC. Item 1.02. Termination of a Material Definitive Agreement.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, in connection with the Merger, EVO caused to be repaid in
full all indebtedness, liabilities and other obligations under, and terminated,
the Second Amended and Restated Credit Agreement, dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the terms and conditions of the Merger Agreement, at the effective
time of the Merger (the "Effective Time"), each share of Class A common stock of
EVO, par value
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
Additionally, the
2
--------------------------------------------------------------------------------
Item 3.03. Material Modification to Rights of Security Holders.
The information provided in the Introductory Note, Item 2.01 Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, the holders of Class A common stock outstanding immediately before the Merger ceased to have any rights as stockholders of EVO (other than their right to receive the Merger Consideration pursuant to and in accordance with the Merger Agreement).
Item 5.01. Changes in Control of Registrant.
The information provided in the Introductory Note, Item 2.01, Item 3.01 and Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the completion of the Merger and at the Effective Time, a change in control of EVO occurred and EVO became a direct and wholly owned subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with, and by virtue of, the completion of the Merger, at the
Effective Time, all of the directors of EVO ceased to be directors of EVO and
members of any committees of EVO's board of directors. In addition, in
connection with, and by virtue of, the completion of the Merger, at the
Effective Time, the following officers of EVO ceased to be officers of EVO:
(i)
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in
Fiscal Year.
Pursuant to the Merger Agreement, as of the Effective Time, EVO's then-existing
Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaws were each amended and restated in their entirety. Copies of the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 2.1 Agreement and Plan of Merger, dated as ofAugust 1, 2022 , by and among EVO, Global Payments and Merger Subsidiary (incorporated by reference herein to Exhibit 2.1 to EVO's Form 8-K filed onAugust 2, 2022 ). 3.1 Amended and Restated Certificate of Incorporation ofEVO Payments, Inc. 3.2 Amended and Restated Bylaws ofEVO Payments, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
--------------------------------------------------------------------------------
© Edgar Online, source
