Subsequent Events	6 Months Ended
Jun. 30, 2022
Subsequent Events
Subsequent Events	(23) Subsequent Events Merger with Global Payments Inc. On August 1, 2022, EVO, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Global Payments Inc. (“Global Payments”) and Falcon Merger Sub, Inc., a wholly-owned subsidiary of Global Payments (“Merger Sub”). Subject to the terms and conditions of the Merger Agreement, Global Payments has agreed to acquire EVO, Inc. in an all-cash transaction for $34.00 per share of Class A common stock. Pursuant to the Merger Agreement, Merger Sub will merge with and into EVO, Inc. (the “Merger”) with EVO, Inc. surviving the Merger as a wholly-owned subsidiary of Global Payments. Upon the consummation of the Merger, we will cease to be a publicly traded company. We have agreed to various customary covenants and agreements, including, among others, agreements to conduct our business in the ordinary course during the period between the execution of the Merger Agreement and the effective time of the Merger. We do not believe these restrictions will prevent us from meeting our debt service obligations, ongoing costs of operations, working capital needs, or capital expenditure requirements. The transaction is currently expected to close no later than the first quarter of 2023. The obligations of EVO, Inc. and Global Payments to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including, (i) the adoption of the Merger Agreement by EVO, Inc.’s 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 competition and other regulatory approvals outside of the United States, (iii) the lack of any governmental authority restraining, enjoining or otherwise prohibiting the Merger, and (iv) the absence of a “Material Adverse Effect” (as defined in the Merger Agreement) with respect to EVO, Inc. The Merger is not conditioned upon Global Payments or any other party obtaining financing. Tax Receivable Agreement Amendment In connection with the execution and delivery of the Merger Agreement, EVO, Inc., EVO, LLC and certain other parties to the TRA entered into Amendment No. 1 to the Tax Receivable Agreement (the “TRA Amendment”), pursuant to which such parties agreed to certain terms with respect to the treatment of the TRA upon the consummation of the Merger. In the event the Merger Agreement is terminated, the TRA Amendment will no longer be of any force and effect.

Subsequent Events

6 Months Ended

Jun. 30, 2022

(23) Subsequent Events

Merger with Global Payments Inc.

On August 1, 2022, EVO, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Global Payments Inc. (“Global Payments”) and Falcon Merger Sub, Inc., a wholly-owned subsidiary of Global Payments (“Merger Sub”). Subject to the terms and conditions of the Merger Agreement, Global Payments has agreed to acquire EVO, Inc. in an all-cash transaction for $34.00 per share of Class A common stock. Pursuant to the Merger Agreement, Merger Sub will merge with and into EVO, Inc. (the “Merger”) with EVO, Inc. surviving the Merger as a wholly-owned subsidiary of Global Payments. Upon the consummation of the Merger, we will cease to be a publicly traded company. We have agreed to various customary covenants and agreements, including, among others, agreements to conduct our business in the ordinary course during the period between the execution of the Merger Agreement and the effective time of the Merger. We do not believe these restrictions will prevent us from meeting our debt service obligations, ongoing costs of operations, working capital needs, or capital expenditure requirements. The transaction is currently expected to close no later than the first quarter of 2023. The obligations of EVO, Inc. and Global Payments to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including, (i) the adoption of the Merger Agreement by EVO, Inc.’s 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 competition and other regulatory approvals outside of the United States, (iii) the lack of any governmental authority restraining, enjoining or otherwise prohibiting the Merger, and (iv) the absence of a “Material Adverse Effect” (as defined in the Merger Agreement) with respect to EVO, Inc. The Merger is not conditioned upon Global Payments or any other party obtaining financing.

Tax Receivable Agreement Amendment

In connection with the execution and delivery of the Merger Agreement, EVO, Inc., EVO, LLC and certain other parties to the TRA entered into Amendment No. 1 to the Tax Receivable Agreement (the “TRA Amendment”), pursuant to which such parties agreed to certain terms with respect to the treatment of the TRA upon the consummation of the Merger. In the event the Merger Agreement is terminated, the TRA Amendment will no longer be of any force and effect.