0000899243-20-032547.txt : 20201202 0000899243-20-032547.hdr.sgml : 20201202 20201202175059 ACCESSION NUMBER: 0000899243-20-032547 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201130 FILED AS OF DATE: 20201202 DATE AS OF CHANGE: 20201202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MADISON DEARBORN PARTNERS LLC CENTRAL INDEX KEY: 0001181100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38504 FILM NUMBER: 201364969 BUSINESS ADDRESS: STREET 1: THREE FIRST NATIONAL PLAZA STREET 2: 70 WEST MADISON STREET, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3128951000 MAIL ADDRESS: STREET 1: THREE FIRST NATIONAL PLAZA STREET 2: 70 WEST MADISON STREET, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MADISON DEARBORN PARTNERS VI-A&C, L.P. CENTRAL INDEX KEY: 0001740973 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38504 FILM NUMBER: 201364970 BUSINESS ADDRESS: STREET 1: 70 WEST MADISON STREET, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: (312) 895-1000 MAIL ADDRESS: STREET 1: 70 WEST MADISON STREET, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madison Dearborn Capital Partners VI-C, L.P. CENTRAL INDEX KEY: 0001417950 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38504 FILM NUMBER: 201364971 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-C LP DATE OF NAME CHANGE: 20071108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MADISON DEARBORN PARTNERS VI-B, L.P. CENTRAL INDEX KEY: 0001740976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38504 FILM NUMBER: 201364972 BUSINESS ADDRESS: STREET 1: 70 WEST MADISON STREET, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: (312) 895-1000 MAIL ADDRESS: STREET 1: 70 WEST MADISON STREET, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madison Dearborn Capital Partners VI-B, L.P. CENTRAL INDEX KEY: 0001417948 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38504 FILM NUMBER: 201364973 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-B LP DATE OF NAME CHANGE: 20071108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MADISON DEARBORN CAPITAL PARTNERS VI EXECUTIVE-B, L.P. CENTRAL INDEX KEY: 0001421281 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38504 FILM NUMBER: 201364974 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 EXECUTIVE-B L P DATE OF NAME CHANGE: 20071214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MDCP CARDSERVICES LLC CENTRAL INDEX KEY: 0001740939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38504 FILM NUMBER: 201364975 BUSINESS ADDRESS: STREET 1: 70 WEST MADISON STREET, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: (312) 895-1000 MAIL ADDRESS: STREET 1: 70 WEST MADISON STREET, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MDCP VI-C CARDSERVICES BLOCKER CORP. CENTRAL INDEX KEY: 0001740938 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38504 FILM NUMBER: 201364976 BUSINESS ADDRESS: STREET 1: 70 WEST MADISON STREET, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: (312) 895-1000 MAIL ADDRESS: STREET 1: 70 WEST MADISON STREET, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MDCP VI-C CARDSERVICES SPLITTER, L.P. CENTRAL INDEX KEY: 0001740936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38504 FILM NUMBER: 201364977 BUSINESS ADDRESS: STREET 1: 70 WEST MADISON STREET, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: (312) 895-1000 MAIL ADDRESS: STREET 1: 70 WEST MADISON STREET, 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-11-30 0 0001704596 EVO Payments, Inc. EVOP 0001181100 MADISON DEARBORN PARTNERS LLC C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO IL 60602 1 0 1 0 0001740973 MADISON DEARBORN PARTNERS VI-A&C, L.P. C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO IL 60602 1 0 1 0 0001417950 Madison Dearborn Capital Partners VI-C, L.P. C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO IL 60602 1 0 1 0 0001740976 MADISON DEARBORN PARTNERS VI-B, L.P. C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO IL 60602 1 0 1 0 0001417948 Madison Dearborn Capital Partners VI-B, L.P. C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO IL 60602 1 0 1 0 0001421281 MADISON DEARBORN CAPITAL PARTNERS VI EXECUTIVE-B, L.P. C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO IL 60602 1 0 1 0 0001740939 MDCP CARDSERVICES LLC C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO IL 60602 1 0 1 0 0001740938 MDCP VI-C CARDSERVICES BLOCKER CORP. C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO IL 60602 1 0 1 0 0001740936 MDCP VI-C CARDSERVICES SPLITTER, L.P. C/O MADISON DEARBORN PARTNERS, LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO IL 60602 1 0 1 0 Class D Common Stock, par value $0.0001 per share 2020-11-30 4 D 0 302344 D 0 I See Footnotes Class D Common Stock, par value $0.0001 per share 2020-11-30 4 D 0 3113 D 0 I See Footnotes Class D Common Stock, par value $0.0001 per share 2020-11-30 4 J 0 59554 D 0 I See Footnotes Class D Common Stock, par value $0.0001 per share 2020-11-30 4 D 0 59554 D 0 I See Footnotes Class A Common Stock, par value $0.0001 per share 2020-11-30 4 D 0 348362 25.675 D 304138 I See Footnotes Class D Common Stock, par value $0.0001 per share 2020-11-30 4 D 0 1786627 D 1559840 I See Footnotes Units of EVO Investco, LLC 2020-11-30 4 D 0 302344 25.675 D Class A Common Stock, $0.0001 par value 302344 0 I See Footnotes Units of EVO Investco, LLC 2020-11-30 4 D 0 3113 25.675 D Class A Common Stock, $0.0001 par value 3113 0 I See Footnotes Units of EVO Investco, LLC 2020-11-30 4 J 0 59554 D Class A Common Stock, $0.0001 par value 59554 0 I See Footnotes Units of EVO Investco, LLC 2020-11-30 4 D 0 59554 25.675 D Class A Common Stock, $0.0001 par value 59554 0 I See Footnotes Units of EVO Investco, LLC 2020-11-30 4 D 0 1786627 25.675 D Class A Common Stock, $0.0001 par value 1786627 1559840 I See Footnotes Reflects the cancellation for no consideration of Class D Common Stock in connection with the sale and transfer of a corresponding number of units of EVO Investco, LLC ("EVO LLC") to EVO Payments, Inc. (the "Issuer"), pursuant to an Exchange Agreement among the Issuer and certain of the reporting persons (the "Exchange Agreement"). Reflects the pro rata distribution for no consideration of these securities by MDCP VI-C Cardservices Splitter, L.P. ("Splitter") to MDCP VI-C Cardservices Blocker Corp. ("Blocker"). These securities are held of record by Madison Dearborn Capital Partners VI-B, L.P. ("MDCP VI-B"). These securities are held of record by Madison Dearborn Capital Partners VI Executive-B, L.P. ("MDCP Exec VI-B"). These securities are held of record by Splitter. Securities received by Blocker pursuant to the distribution described in Note (2) hereof. Reflects the disposition of Class A Common Stock to the Issuer pursuant to the Exchange Agreement and in accordance with the Registration Rights Agreement among the Issuer and the stockholders party thereto, including the reporting persons. These securities are held of record by Madison Dearborn Capital Partners VI-C, L.P. ("MDCP VI-C"). These securities are held of record by MDCP Cardservices, LLC ("MDCP Cardservices"). Units of EVO LLC are exchangeable, together with an equal number of shares of Class D common stock of the Issuer, on a one-for-one basis for shares of Class A common stock of the Issuer pursuant to the Exchange Agreement. Reflects the sale of units of EVO LLC to the Issuer pursuant to the Exchange Agreement and in accordance with the Registration Rights Agreement among the Issuer and the stockholders party thereto, including the reporting persons. Reflects the transfer of units by Blocker to the Issuer upon the Issuer's exercise of a related call option purchased from MDCP VI-C, for an aggregate price of $26.675, representing the price per unit of the call option and the exercise price thereunder. MDCP VI-B may be deemed to share beneficial ownership of the securities held by MDCP Cardservices, as its controlling member. Madison Dearborn Partners VI-B, L.P. ("MDP VI-B") may be deemed to share beneficial ownership of the securities held by MDCP VI-B, MDCP Exec VI-B and Splitter, as each of their general partners. MDCP VI-C may be deemed to share beneficial ownership of the securities held by Splitter to the extent of its pecuniary interest therein by virtue of the rights granted with respect to the disposition of such securities under the Exchange Agreement and the call option issued by Blocker. Blocker may be deemed to share beneficial ownership of the securities held by Splitter to the extent of its pecuniary interest therein by virtue of the rights granted with respect to the disposition of such securities under the call option. (Continued from Footnote (13)) Madison Dearborn Partners VI-A&C, L.P. ("MDP VI-A&C"), as the general partner of MDCP VI-C, may be deemed the beneficial owner of the securities beneficially owned by MDCP VI-C. Madison Dearborn Partners, LLC ("MDP LLC"), as the general partner of each of MDP VI-B and MDP VI-A&C may be deemed to share beneficial ownership of the reported securities. As the sole members of the limited partner committees of MDP VI-B and MDP VI-A&C, which have the power, acting by unanimous vote, to vote or dispose of the securities beneficially owned by MDP VI-B and MDP VI-A&C, respectively, 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. This Form 4 is filed by more than one reporting person and is a joint filing with the Form 4 filed by Messrs. Paul J. Finnegan and Samuel M. Mencoff on December 2, 2020 and relates to the same holdings. Each of the reporting persons may be deemed a director by deputization as a result of Messrs. Vahe A. Dombalagian and Matthew W. Raino, each a Managing Director 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. /s/ Usman Shakeel as Attorney-in-Fact 2020-12-02 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
                               POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Usman Shakeel 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
attorneys-in-fact are 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, each such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

        (2)   any documents prepared and/or executed by any of the attorneys-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 his discretion, deems necessary or desirable;

        (3)   neither the Company nor any of the attorneys-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 each of the foregoing attorneys-
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 Usman
Shakeel, upon his 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 each of such attorneys-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 2nd day of December, 2020.


MADISON DEARBORN PARTNERS, LLC
MADISON DEARBORN PARTNERS VI-A&C, L.P.
MADISON DEARBORN CAPITAL PARTNERS VI-C, L.P.
MADISON DEARBORN PARTNERS VI-B, L.P.
MADISON DEARBORN CAPITAL PARTNERS VI EXECUTIVE-B, L.P.
MADISON DEARBORN CAPITAL PARTNERS VI-B, L.P.
MDCP CARDSERVICES, LLC
MDCP VI-C CARDSERVICES BLOCKER CORP.
MDCP VI-C CARDSERVICES SPLITTER, L.P.
SAMUEL M. MENCOFF
PAUL J. FINNEGAN

By:  /s/ Annie S. Terry as attorney-in-fact