Global Payments Inc. (NYSE:GPN) entered into a definitive agreement to acquire EVO Payments, Inc. (NasdaqGM:EVOP) from a group of shareholders for $4.3 billion on August 1, 2022. As per the terms of the transaction, Global Payments shall acquire EVO in an all-cash transaction for $34 per share in cash in a transaction that represents an enterprise value for EVO of $4 billion. Pursuant to the Merger Agreement, Merger Subsidiary will merge with and into EVO (the ?Merger?), with EVO surviving the Merger as a wholly owned subsidiary of Global Payments. Capitalized terms used below but not defined herein have the respective meanings assigned thereto in the Merger Agreement. Global Payments expects to finance the acquisition with cash on hand and a committed bank facility and also anticipate incurring indebtedness under our existing revolving credit facility and/or commercial paper program in connection with the financing of the acquisition of EVO. In connection with the agreement, Global Payments obtained commitments for a $4.3 billion, 364-day senior unsecured bridge facility (the "Bridge Facility"). In addition, the Merger Agreement provides that EVO Payments must pay Global Payments a $100 million termination fee in case of termination. As of October 27, 2022, the Board of Directors (the ?Board?) of Global Payments Inc. (the ?Company?) appointed Joseph Osnoss to serve on the Board, effective that day, for a term expiring at the next annual meeting of shareholders of the Company.

The obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including, among others, (i) the adoption of the Merger Agreement by the EVO Payments stockholders, (ii) the expiration or termination of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as the receipt of certain additional regulatory approvals outside of the United States, (iii) the absence of any applicable law or order by a court or other governmental authority of competent jurisdiction in effect restraining, enjoining or otherwise prohibiting the Merger, (iv) the absence of a ?Material Adverse Effect? (as defined in the Merger Agreement) with respect to EVO Payments, (v) the other party?s representations and warranties being true and correct (subject to certain customary materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement, (vi) the completion of (x) the Exchange and the Conversion and (y) transactions contemplated by the Blueapple Sale Agreement and (vii) the TRA Amendment being in full force and effect (as described in further detail below); all shares of Series A Convertible Preferred Stock shall have been converted into Class A Common Stock. The Merger is not conditioned on Global Payments or any other party obtaining debt financing. The closing of this offering is not contingent upon the closing of the acquisition of EVO. The transaction has been unanimously approved by each company?s Board of Directors. Certain investment funds affiliated with Madison Dearborn Partners, LLC and other EVO stockholders have entered into voting agreements pursuant to which they have agreed, among other things, to vote their shares of EVO stock in favor of the transaction, subject to certain conditions. These stockholders currently represent approximately 22% of the voting power of EVO?s stock. As of October 26, 2022, the Merger Proposal was approved by (i) holders of a majority of the voting power of EVO stock issued and outstanding as of the record date, voting together as a single class, with each share of preferred stock voting on and as-converted basis (?Required EVO Capital Stock Approval?) and (ii) two thirds of the issued and outstanding shares of preferred stock as of the record date, voting together as a single class (?Separate Series A Convertible Preferred Stock Class Approval?). In addition, the Compensation Proposal was approved by holders of a majority of the voting power of EVO stock that were present in person or represented by proxy at the Special Meeting. As a result, the Merger Proposal and the Compensation Proposal were approved by the requisite vote of EVO?s stockholders. As of October 31, 2022, Global Payments received Hart-Scott-Rodino clearance in the United States for our acquisition of EVO Payments. As of January 27, 2023, the Polish Financial Supervision Authority have approved the transaction. The transaction is expected to close no later than the first quarter of 2023.

BofA Merrill Lynch and J.P. Morgan Securities LLC are serving as financial advisors to Global Payments and have provided committed financing. Goldman, Sachs & Co., Barclays, Evercore and Greenhill & Co, Inc. have also provided financial advice to Global Payments. Jacob A. Kling of Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Global Payments. Citigroup Global Markets Inc. is serving as financial advisor to EVO and Keith Townsend, Zach Cochran and Robert Leclerc of King & Spalding LLP is serving as EVO?s legal advisor. Citigroup Global Markets Inc. acted as fairness opinion provider to the board of EVOP. Citigroup Global Markets received $3 million for fairness opinion provided and $34 million for financial advisory services. Keith Townsend, Zach Cochran and Robert Leclerc of King & Spalding LLP acted as legal advisor to Madison Dearborn Partners, LLC. EVO has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for a fee of $25,000. U.S. Bank Trust National Association acted as transfer agent to Global Payments.

Global Payments Inc. (NYSE:GPN) completed the acquisition of EVO Payments, Inc. (NasdaqGM:EVOP) from a group of shareholders on March 24, 2023. As reported, the consideration consists of cash paid to EVO shareholders including common stock, convertible preferred stock and common units of $3.3 billion and also includes repayment of EVO's unsecured revolving credit facility (including accrued interest and fees) of payment of certain acquiree transaction costs and other liabilities on behalf of EVO totaling $934.7 million, 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) James G. Kelly, ceased to be the Chief Executive Officer of EVO, (ii) Brendan F. Tansill ceased to be the President, the Americas of EVO, (iii) Darren Wilson ceased to be the President, International of EVO, (iv) Thomas E. Panther, ceased to be the Executive Vice President, Chief Financial Officer of EVO, (v) Michael L. Reidenbach ceased to be the Executive Vice President, Chief Information Officer of EVO, (vi) Kelli E. Sterrett ceased to be the Executive Vice President, General Counsel and Secretary of EVO, (vii) Catherine E. Lafiandra ceased to be the Executive Vice President, Chief Human Resources Officer of EVO, and (viii) David L. Goldman ceased to be the Executive Vice President, Business Development and Strategy of EVO. From and after the Effective Time, David L. Green, the sole director of Merger Subsidiary as of immediately prior to the Effective Time, became the sole director of the Surviving Corporation and David L. Green, Josh Whipple and Dara Steele-Belkin became officers of the Surviving Corporation. Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor to EVO Payments Inc.