0000899243-20-011237.txt : 20200423 0000899243-20-011237.hdr.sgml : 20200423 20200423164801 ACCESSION NUMBER: 0000899243-20-011237 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200421 FILED AS OF DATE: 20200423 DATE AS OF CHANGE: 20200423 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madison Dearborn Capital Partners VI-A, L.P. CENTRAL INDEX KEY: 0001417975 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38504 FILM NUMBER: 20811621 BUSINESS ADDRESS: STREET 1: Three First National Plaza STREET 2: SUITE 4600 CITY: Chicago STATE: IL ZIP: 60602 BUSINESS PHONE: (312) 895-1000 MAIL ADDRESS: STREET 1: Three First National Plaza STREET 2: SUITE 4600 CITY: Chicago STATE: IL ZIP: 60602 FORMER NAME: FORMER CONFORMED NAME: Madison Dearborn Capital Partners VI-A LP DATE OF NAME CHANGE: 20071108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MDCP Cardservices II, LLC CENTRAL INDEX KEY: 0001808843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38504 FILM NUMBER: 20811622 BUSINESS ADDRESS: STREET 1: 70 WEST MADISON STREET 2: SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 312-895-1000 MAIL ADDRESS: STREET 1: 70 WEST MADISON STREET 2: SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EVO Payments, Inc. CENTRAL INDEX KEY: 0001704596 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TEN GLENLAKE PARKWAY STREET 2: SOUTH TOWER, SUITE 950 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 5164799000 MAIL ADDRESS: STREET 1: TEN GLENLAKE PARKWAY STREET 2: SOUTH TOWER, SUITE 950 CITY: ATLANTA STATE: GA ZIP: 30328 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-04-21 0 0001704596 EVO Payments, Inc. EVOP 0001417975 Madison Dearborn Capital Partners VI-A, L.P. C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO IL 60602 1 0 1 0 0001808843 MDCP Cardservices II, LLC C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO IL 60602 1 0 1 0 Series A Convertible Preferred Stock 15.80 Class A Common Stock, $0.0001 par value 9636069 I See Footnotes The Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") of EVO Payments, Inc. (the "Issuer") is convertible at any time, at the holder's election, after the earlier of (i) the date on which the Issuer obtains the Stockholder Approval (as defined hereafter, and which is expected to be sought at the Issuer's 2020 annual meeting of stockholders) and (ii) the date on which the holders of a majority of the Series A Preferred Stock then outstanding provide notice to the Issuer that it need no longer seek the Stockholder Approval (such notice shall not be delivered, if at all, prior to the earlier of (a) the date of the Issuer's 2021 annual meeting of stockholders and (b) August 1, 2021). (Continued from Footnote 1) Unless and until approval of the Issuer's stockholders is obtained as contemplated by Nasdaq listing rules (the "Stockholder Approval"), no holder of Series A Preferred Stock may convert shares of Series A Preferred Stock through either an optional or a mandatory conversion into shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock") if and to the extent that such conversion would result in the holder beneficially owning in excess of 19.99% of the aggregate number of votes entitled to be cast generally at a meeting of the Company's stockholders held for the election of directors by all outstanding shares of the Company's common stock. Subject to certain conditions set forth in the Certificate of Designations, the Issuer may, at its election, require conversion of all of the outstanding shares of Series A Preferred Stock. The Series A Preferred Stock has no expiration date. Each share of Series A Preferred Stock is convertible into shares of Class A Common Stock at an initial conversion rate of 63.2911 shares of Common Stock for each share of Series A Preferred Stock, which represents an initial conversion price of approximately $15.80 per share of Class A Common Stock. Holders of shares of Series A Convertible Preferred Stock are entitled to cumulative, paid-in-kind ("PIK") dividends, which are payable semi-annually in arrears by increasing the liquidation preference for each outstanding share of Series A Preferred Stock. (Continued from Footnote 4) The number of shares of Class A Common Stock into which a share of Series A Preferred Stock will convert at any time is equal to the product of (i) the then-effective conversion rate, which is subject to customary anti-dilution and other adjustments, and (ii) the quotient obtained by dividing (a) the sum of the then-effective liquidation preference per share of Series A Preferred Stock and the amount of any accrued but unpaid PIK dividends by (b) the initial liquidation preference of $1,000. These securities are held of record by MDCP Cardservices II, LLC (MDCP Cardservices II), a member-managed limited liability company. Madison Dearborn Capital Partners VI-A, L.P. ("MDCP VI-A") may be deemed to share beneficial ownership of the securities held by MDCP Cardservices II as its managing member. Madison Dearborn Partners VI-A&C, L.P. ("MDP VI-A&C"), as the general partner of MDCP VI-A, may be deemed to share beneficial ownership of the reported securities. Madison Dearborn Partners, LLC ("MDP LLC"), as the general partner of MDP VI-A&C may be deemed to share beneficial ownership of the reported securities. As the sole members of the limited partner committee of MDP VI-A&C, which has the power, acting by unanimous vote, to vote or dispose of the securities beneficially owned by MDP VI-A&C, Paul J. Finnegan and Samuel M. Mencoff may be deemed to have shared voting and investment power over such securities. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. MDP VI-A&C and MDP LLC have separately filed a Form 4. This Form 3 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Madison Dearborn Partners VI-A&C, L.P. and Madison Dearborn Partners, LLC on April 23, 2020 and the Form 4 filed by Messrs. Paul J. Finnegan and Samuel M. Mencoff on April 23, 2020 and relates to the same transaction. Each of the reporting persons may be deemed a director by deputization as a result of Messrs. Vahe A. Dombalagian and Matthew W. Raino, Managing Directors of MDP LLC, serving on the board of directors of the Issuer, and as a result of the reporting persons having the right to nominate directors to the board of the Issuer pursuant to a Director Nomination Agreement. Exhibit List: Exhibit 24 - Power of Attorney /s/ Annie S. Terry, as Attorney-in-Fact 2020-04-23 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Annie S. Terry signing singly, as the undersigned's
true and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:

      (1)   prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5
(including any amendments thereto) with respect to the securities of EVO
Payments, Inc., a Delaware corporation (the "Company"), with the U.S. Securities
and Exchange Commission (the "Commission") and any national securities exchanges
or similar authority, as considered necessary or advisable under Section 16(a)
of the Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the "Exchange Act");

      (2)   seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

      (3)   perform any and all other acts which in the discretion of such
attorney-in-fact is necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

      The undersigned acknowledges that:

      (1)   this Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in her discretion on information provided to such
attorney-in-fact without independent verification of such information;

      (2)   any documents prepared and/or executed by the attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as such attorney-in-fact,
in her discretion, deems necessary or desirable;

      (3)   neither the Company nor the attorney-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirements
of the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

      (4)   this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.

      The undersigned hereby gives and grants the foregoing attorney-in-fact
full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, with full power of substitution and revocation, hereby
ratifying all that such attorney-in-fact, or such attorney-in-fact's substitute
or substitutes, of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Power of Attorney.

      This Power of Attorney shall remain in full force and effect until the
earlier of (i) the date on which the undersigned is no longer required to file
Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions
in securities issued by the Company; (ii) as to the appointment of Annie S.
Terry, upon her resignation or termination as an employee of Madison Dearborn
Partners, LLC; and (iii) revocation of this Power of Attorney by the undersigned
in a signed writing delivered to such attorney-in-fact.  This Power of Attorney
may be filed with the Commission as a conforming statement of the authority
granted herein.


                           *     *     *     *     *


      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 22nd day of April, 2020.


                                MADISON DEARBORN CAPITAL PARTNERS VI-A, L.P.

                                By: Madison Dearborn Partners VI-A&C, L.P.
                                Its: General Partner

                                By: Madison Dearborn Partners, LLC
                                Its: General Partner

                                By: /s/ Vahe A. Dombalagian
                                    -------------------------------------------
                                    Name:  Vahe A. Dombalagian
                                    Its: Managing Director


                                MDCP CARDSERVICES II, LLC

                                By: Madison Dearborn Capital Partners VI-A, L.P.
                                Its: Managing Member

                                By: Madison Dearborn Partners VI-A&C, L.P.
                                Its: General Partner

                                By: Madison Dearborn Partners, LLC
                                Its: General Partner

                                By: /s/ Vahe A. Dombalagian
                                    -------------------------------------------
                                    Name:  Vahe A. Dombalagian
                                    Its: Managing Director