EVOP EVO Payments Inc

On August 1, 2022, EVO Payments, Inc., a Delaware corporation (“EVO Payments”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Global Payments Inc., a Georgia corporation (“Global Payments”), and Falcon Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Global Payments (“Merger Subsidiary”).

Merger Agreement

Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Subsidiary will merge with and into EVO Payments (the “Merger”), with EVO Payments surviving the Merger as a wholly owned subsidiary of Global Payments. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Class A Common Stock of EVO Payments, par value $0.0001 per share (“Class A Common Stock”) outstanding immediately prior to the Effective Time (including each share of Class A Common Stock issued upon (a) the Exchange and (b) the Conversion as described in further detail below) will be converted into the right to receive $34.00 in cash, without interest (such amount per share, the “Merger Consideration”), other than (i) those shares of Class A Common Stock owned by EVO Payments as treasury stock or otherwise, Global Payments or Merger Subsidiary, (ii) any shares of Class A Common Stock owned by any wholly owned subsidiary of Global Payments (other than Merger Subsidiary) or of EVO Payments (in each case, other than any such shares held in a fiduciary, representative or other capacity on behalf of third parties) and (iii) any shares as to which appraisal rights have been properly exercised, and not withdrawn, in accordance with the Delaware General Corporation Law.

The Merger Agreement also provides that, at the Effective Time, each outstanding EVO Payments restricted stock unit award with respect to Class A Common Stock that is not subject to performance-vesting conditions, and each outstanding unvested EVO Payments stock option, will generally be converted into a corresponding restricted stock unit or option award with respect to shares of Global Payments common stock, no par value (“Global Payments Common Stock”), adjusted based on the Equity Award Exchange Ratio. EVO Payments performance-vesting restricted stock unit awards will be converted into time-vesting restricted stock unit awards with respect to Global Payments Common Stock, with the number of shares of EVO Payments Class A Common Stock subject to the award prior to conversion determined as described in the Merger Agreement. Each such converted Global Payments equity award will be subject to the same terms and conditions (including vesting, exercisability and treatment upon termination terms) as applied to the corresponding EVO Payments equity award. Notwithstanding the foregoing, each outstanding EVO Payments equity award held by certain employees of EVO Payments whose employment is terminated without cause, or who resign for good reason, at the Effective Time, shall be vested and canceled in exchange for a cash payment equal to the Merger Consideration multiplied by the number of shares of EVO Payments Class A Common Stock underlying the award. Outstanding vested EVO Payments stock options will be canceled in exchange for a cash payment equal to the Merger Consideration less the applicable exercise price, with any vested stock options with an exercise price that is equal to or greater than the Merger Consideration canceled for no consideration. For purposes of the Merger Agreement, the “Equity Award Exchange Ratio” means the quotient of (A) the Merger Consideration divided by (B) the average of the closing sale prices of one share of Global Payments Common Stock on the New York Stock Exchange as reported by The Wall Street Journal for the fifteen consecutive full trading days ending on the trading day immediately preceding the closing of the Merger.

If the Merger is consummated, the Class A Common Stock will be delisted from the NASDAQ stock exchange and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Each of EVO Payments, Global Payments and Merger Subsidiary has made customary representations and warranties and covenants in the Merger Agreement, including, among others, covenants to use their respective reasonable best efforts to (i) take all actions necessary to effect the Merger, including using reasonable best efforts to take all actions to obtain required regulatory approvals, subject to the limitation that no action will be required if such action, individually or in the aggregate with any other action, would reasonably be expected to materially impair the benefits that Global Payments expects to achieve from the Merger and the transactions contemplated by the Merger Agreement and, (ii) in the case of EVO Payments, obtain approval of its stockholders. In addition, EVO Payments has agreed to other customary covenants, including, among others, covenants to conduct its business in the ordinary course and to refrain from taking certain specific actions during the interim period between the execution of the Merger Agreement and the Effective Time.

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 (as described in further detail below) and (y) transactions contemplated by the Blueapple Sale Agreement (as described in further detail below) and (vii) the TRA Amendment being in full force and effect (as described in further detail below). The Merger is not conditioned on Global Payments or any other party obtaining debt financing.

The Merger Agreement provides that EVO Payments must comply with customary non-solicitation restrictions, including, among others, certain restrictions on its ability to solicit alternative Acquisition Proposals (as defined in the Merger Agreement) from third parties, to provide non-public information to third parties and to engage in negotiations with third parties regarding alternative Acquisition Proposals. Subject to certain customary “fiduciary out” exceptions, the EVO Payments board of directors is required to recommend that the EVO Payments stockholders adopt the Merger Agreement and to call a meeting of the EVO Payments stockholders to vote on a proposal to adopt the Merger Agreement.

Either EVO Payments or Global Payments may terminate the Merger Agreement prior to the Effective Time in certain circumstances, including, among others, (i) by mutual agreement, (ii) by either party if the Merger is not completed on or before May 1, 2023 (subject to two automatic three-month extensions in certain circumstances if required regulatory approvals have not been obtained by such date), (iii) by either party if a governmental authority of competent jurisdiction has issued a final non-appealable order or law permanently prohibiting the Merger , (iv) by either party if EVO Payments’ stockholders fail to adopt the Merger Agreement upon a vote taken thereon, and (v) by either party if the other party breaches its representations, warranties or covenants in the Merger Agreement or otherwise breaches its obligations under the Merger Agreement such that the applicable condition to the consummation of the Merger is not satisfied, subject in certain cases, to the right of the breaching party to cure the breach and payment of termination fees as described below. In addition, subject to the conditions and applicable termination fees as prescribed in the Merger Agreement, prior to obtaining approval of the EVO Payments stockholders, (x) EVO Payments may terminate the Merger Agreement in order to enter into a definitive agreement with a third party to effect the transaction contemplated by a Superior Proposal (as defined in the Merger Agreement), and (y) Global Payments may terminate the Merger Agreement in the event of an Adverse Recommendation Change (as defined in the Merger Agreement) with respect to the Merger or if EVO Payments breaches, in any material respect, its covenants not to solicit alternative Acquisition Proposals.

In addition, the Merger Agreement provides that EVO Payments must pay Global Payments a $100 million termination fee if Global Payments terminates the Merger Agreement in the event of an Adverse Recommendation Change, or if EVO Payments terminates the Merger Agreement to enter into a definitive agreement with a third party to effect the transaction contemplated by a Superior Proposal, as set forth in, and subject to the conditions of, the Merger Agreement. EVO Payments must also pay Global Payments a $100 million termination fee if the Merger Agreement is terminated in certain specified circumstances where an alternative Acquisition Proposal to the Merger has been made and not withdrawn at least three business days prior to the EVO Payments stockholders’ meeting and, within twelve (12) months following such termination, EVO Payments enters into a definitive agreement in respect of an alternative transaction or an alternative transaction is consummated (whether or not the same transaction contemplated by the alternative Acquisition Proposal as that referred to above).

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Merger Agreement has been attached to provide investors and security holders with information regarding its terms and is not intended to provide any factual information about EVO Payments, Merger Subsidiary or Global Payments. The representations, warranties and covenants in the Merger Agreement were made only for the purpose of the Merger Agreement and solely for the benefit of the parties to the Merger Agreement as of specific dates. Such representations, warranties and covenants may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, may or may not be accurate as of any specific date, and may be subject to important limitations and qualifications (including exceptions thereto set forth in the disclosure letter agreed to by the contracting parties) and may therefore not be complete. The representations, warranties and covenants in the Merger Agreement may also be subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in EVO Payments’ public disclosures.

Voting and Support Agreements

As an inducement to Global Payments entering into the Merger Agreement, on August 1, 2022, (x) MDCP Cardservices II LLC, Madison Dearborn Capital Partners VI-C, L.P. and MDCP Cardservices LLC (collectively, the “MDP Entities”), and (y) Mr. James G. Kelly, EVO Payments’ Chief Executive Officer (together with the MDP Entities, the “Stockholders”), who collectively beneficially own shares representing approximately 22% of the voting power of EVO Payments, entered into Voting and Support Agreements with Global Payments, Merger Subsidiary and EVO Payments (the “Voting Agreements”), pursuant to which the Stockholders have agreed to, among other things, (i) vote their shares in favor of the matters to be

submitted to EVO Payments’ stockholders in connection with the Merger, (ii) vote their shares against any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the adoption of the Merger Agreement or the timely consummation of transactions contemplated by the Merger, subject to the terms and conditions set forth in the Voting Agreement and (iii) exchange, in accordance with the terms of that certain Exchange Agreement, dated as of May 22, 2018 by and among EVO Payments, EVO Investco, LLC and the holders of common stock of EVO Payments and other persons party thereto (as amended on November 5, 2018, the “Exchange Agreement”), automatically and without further action on the part of any party, all of the Stockholder’s Paired Interests (as defined in the Exchange Agreement) in accordance with the terms of Section 2.04(a) and Section 2.01(f)(i) of the Exchange Agreement, effective immediately prior to and conditioned upon the Closing (the “Exchange”). Following the Exchange, the shares of Class A Common Stock issued upon such exchange will be converted into the right to receive the Merger Consideration pursuant to, and in accordance with the terms of, the Merger Agreement.

Additionally, as an inducement to Global Payments entering into the Merger Agreement, pursuant to its Voting Agreement, the MDP Entities each agreed to irrevocably and unconditionally convert all shares of Series A Convertible Preferred Stock of EVO Payments, par value $0.0001 (the “Series A Convertible Preferred Stock”) held by each such MDP Entity into Class A Common Stock, immediately prior to and contingent and conditioned upon the closing of the Merger (and in accordance with the terms of the Certificate of Designations of Series A Convertible Preferred Stock EVO Payments (the “Certificate of Designations”)) (such conversion, the “Conversion”). Following the Conversion, the Class A Common Stock into which the Series A Convertible Preferred Stock was converted will be entitled to receive the Merger Consideration payable in respect of shares of Class A Common Stock pursuant to the Merger Agreement. The MDP Entities have also agreed not to take any action that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the conversion of the Series A Convertible Preferred Stock for Class A Common Stock as contemplated by the Voting Agreement with the MDP Entities.

The foregoing description of the Voting Agreements is only a summary, does not purport to be complete and is qualified by reference to the full text of the (i) Voting Agreements, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated by reference herein, (ii) the Exchange Agreement, a copy of which is attached as Exhibit 10.6 of EVO Payments’ Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated by reference herein and (iii) the Certificate of Designations, a copy of which is attached as Exhibit 3.2 of EVO Payments’ Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated by reference herein.

Blueapple Sale Agreement

Concurrently with the execution of the Merger Agreement, Blueapple, Inc. (“Blueapple”) entered into that certain Common Unit Purchase Agreement (the “Blueapple Sale Agreement”) with Global Payments and EVO Payments, pursuant to which Blueapple will sell all of its Common Units of EVO Investco, LLC (“OpCo”) to EVO Payments in exchange for $1,093,560,292, representing the product of the Merger Consideration and the number of common units in OpCo owned by Blueapple, concurrently with, and contingent and conditioned upon, the closing of the transactions contemplated by the Merger Agreement.

The foregoing description of the Blueapple Sale Agreement is only a summary, does not purport to be complete and is qualified by reference to the full text of the Blueapple Sale Agreement, a copy of which is attached as Exhibit 10.3 hereto and incorporated by reference herein.

Tax Receivable Agreement Amendment

EVO Payments, OpCo and certain other members of OpCo are party to a Tax Receivable Agreement, dated as of May 25, 2018 (the “TRA” and such parties entitled to payment under the TRA, the “TRA Payment Recipients”), which was entered into in connection with EVO Payments’ initial public offering. In connection with the execution and delivery of the Merger Agreement, EVO Payments, OpCo 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 terminate the TRA immediately after the Effective Time on the terms set forth in the TRA Amendment. In connection with the termination, EVO Payments has agreed to pay the TRA Payment Recipients an aggregate payment equal to $225 million minus any payments made under the Tax Receivable Agreement to the TRA Payment Recipients between August 1, 2022 and the Effective Time in connection with the Merger, which constitutes a change of control under the TRA. In the event the Merger Agreement is terminated, the TRA Amendment will no longer be of any force and effect.

The foregoing description of the TRA Amendment is only a summary, does not purport to be complete and is qualified by reference to the full text of the TRA Amendment, a copy of which is attached as Exhibit 10.4 hereto and incorporated by reference herein.