The Company today announced that the Company has closed the previously announced Popular Transaction and the BBR, SpA (“BBR”) acquisition.
As part of the Popular Transaction, the Company modified and extended the main commercial agreements with Banco Popular of Puerto Rico (“BPPR”) and its parent, Popular, Inc. (NASDAQ: BPOP) (“Popular”). As previously disclosed, the new agreement includes a 10-year extension of the Merchant Acquiring Independent Sales Organization Agreement (the “ISO Agreement”), a 5-year extension of the ATH Network Participation Agreement and a 3-year extension of the Master Services Agreement (“MSA”). The ISO Agreement, which sets the terms of the merchant acquiring relationship with Popular, will now include a revenue sharing provision with Popular. Modifications to the MSA include the elimination of the exclusivity requirement, the inclusion of annual MSA minimums through 2028, a 10% discount on certain MSA services beginning in October 2025, and adjustments to the previous CPI pricing escalator clause. The agreement also calls for the sale to Popular of certain assets in exchange for approximately 4.6 million shares of Popular owned Evertec stock. In addition, subsequent to the closing of the Popular transaction, Popular has agreed to take certain actions to ensure that Evertec is no longer deemed a “subsidiary” of Popular for purposes of the Bank Holding Company Act, including reducing Popular’s voting interest in Evertec to 4.5% over the next three months through either the sale of shares or conversion to non-voting preferred shares.
Goldman Sachs & Co. LLC served as lead financial advisor to Evertec. Evercore also served as financial advisor to Evertec.
The Company has also completed the acquisition of 100% of the outstanding shares of BBR for an aggregate purchase price of CLP 48,600 million, approximately USD$53 million. Based in Santiago, Chile BBR is a payment solutions and business technology company with operations in Chile and Peru.
Mac Schuessler, President and Chief Executive Officer stated, “We are pleased to complete both of these transactions. The Popular Transaction extends our relationship with our largest customer while the BBR acquisition continues to expand our footprint in Latin America, two important steps in continuing to execute on our long-term growth strategy.”