8-KMaterial AgreementsExhibits & Filings

GLOBAL PAYMENTS INC 8-K Report, Material Agreement (Dec 17, 2015)

Filed December 17, 2015For Securities:GPN

Summary

On December 15, 2015, Global Payments Inc. (GPN) announced a significant strategic move by entering into a definitive Agreement and Plan of Merger to acquire Heartland Payment Systems, Inc. The acquisition will be executed through a two-step merger process, with Heartland continuing as a wholly-owned subsidiary of Global Payments. This transaction represents a material development for GPN investors, signaling a substantial expansion of its business operations and market reach. The acquisition terms involve a combination of cash and stock, with each Heartland share to be converted into $53.28 in cash and 0.6687 shares of Global Payments common stock. The filing also details the financing structure, including a commitment for up to $4.78 billion in debt financing from Bank of America and Merrill Lynch to fund the acquisition, refinance existing debt, and cover acquisition costs. The deal is subject to customary closing conditions, including Heartland shareholder approval and regulatory clearances.

Key Highlights

  • 1Global Payments Inc. (GPN) enters into a Merger Agreement to acquire Heartland Payment Systems, Inc.
  • 2The acquisition will be structured as a two-step merger, making Heartland a wholly-owned subsidiary of GPN.
  • 3Heartland shareholders will receive $53.28 in cash and 0.6687 shares of GPN common stock per share.
  • 4A financing commitment of up to $4.78 billion from Bank of America and Merrill Lynch is secured to fund the transaction.
  • 5The financing will cover the acquisition costs, refinance existing credit facilities, and repay portions of Heartland's debt.
  • 6The transaction is subject to customary closing conditions, including Heartland shareholder approval and regulatory approvals (e.g., HSR Act).
  • 7The Merger Agreement includes customary representations, warranties, covenants, and termination provisions, with a specified termination fee for Heartland under certain circumstances.

Frequently Asked Questions

This 8-K filing announces the entry into a material definitive agreement, specifically an Agreement and Plan of Merger, for Global Payments Inc. to acquire Heartland Payment Systems, Inc. It details the terms of the merger, the consideration to be paid to Heartland shareholders, and the financing arrangements for the acquisition.

Heartland Payment Systems shareholders will receive $53.28 in cash and 0.6687 shares of Global Payments Inc. common stock for each outstanding share of Heartland common stock, subject to certain conditions and potential adjustments.

Global Payments Inc. has secured a debt commitment letter for up to $4.78 billion from Bank of America, N.A. and Merrill, Lynch, Pierce, Fenner and Smith Incorporated. This financing is intended to fund the acquisition, amend or backstop existing credit facilities, and repay portions of Heartland's existing indebtedness.

The consummation of the merger is subject to several customary conditions, including approval by a majority of Heartland's outstanding common stock, the absence of any governmental prohibition, the expiration of the Hart-Scott-Rodino waiting period, the effectiveness of a Form S-4 registration statement, and the accuracy of the parties' representations and warranties.