The source is Exhibit 99.1, the joint announcement press release, attached to a Form 8-K filed by EVO Payments, Inc. with the SEC on August 1, 2022 (filer CIK 0001704596, SIC 7389, services-computer programming/data processing), with an identical exhibit also filed the same day by Global Payments Inc. At the time of announcement the deal was newly signed and pending, subject to EVO stockholder and regulatory approval; the deal subsequently closed, though the closing confirmation itself was not part of the document reviewed for this record.
The press release names a notably large advisory roster on the acquirer's side. BofA Merrill Lynch and J.P. Morgan Securities LLC served as financial advisors to Global Payments and also provided committed acquisition financing. In addition, the release states that Goldman, Sachs & Co., Barclays, Evercore and Greenhill & Co, Inc. have also provided financial advice to Global Payments, a formulation that places these four firms in a secondary or supporting financial-advisory capacity relative to BofA Merrill Lynch and J.P. Morgan, who are described as the primary advisors with financing commitments; none of the four, including Evercore, is designated lead. On the target side, Citi served as financial advisor to EVO Payments.
On legal counsel, Wachtell, Lipton, Rosen & Katz served as legal advisor to Global Payments, while King & Spalding LLP served as legal advisor to EVO.
The transaction was structured as a cash merger at a fixed $34.00-per-share price, with Global Payments financing the deal using cash on hand and a committed bank facility; concurrently, Silver Lake agreed to make a $1.5 billion strategic investment in Global Payments in the form of a convertible note, separate from the EVO consideration itself. Investment funds affiliated with Madison Dearborn Partners and other EVO stockholders representing approximately 22% of EVO's voting power entered into voting agreements to support the deal. The companies targeted $125 million of run-rate synergies and expected the deal to be accretive to adjusted earnings per share in the first year after close, with closing expected no later than the first quarter of 2023.
Not disclosed in the reviewed press release: the specific dollar amount of financial advisory fees for any bank, including Evercore; the precise allocation of work or any distinction in scope between the two primary advisors (BofA Merrill Lynch and J.P. Morgan) and the four secondary advisors (Goldman Sachs, Barclays, Evercore and Greenhill); and the actual closing date of the transaction, since the release only states an expected timeline of no later than the first quarter of 2023.