8-KMaterial AgreementsExhibits & Filings

GLOBAL PAYMENTS INC 8-K Report, Material Agreement (Jan 14, 2016)

Filed January 14, 2016For Securities:GPN

Summary

Global Payments Inc. (GPN) filed an 8-K on January 14, 2016, primarily to disclose an amendment to its debt commitment letter related to its proposed acquisition of Heartland Payment Systems, Inc. The amended and restated debt commitment letter, entered into on January 8, 2016, largely maintains the original terms but adjusts the financing structure for the acquisition. Specifically, it increases the committed financing for the existing term loan by $165 million while decreasing the committed initial principal amount for the new Term Loan B Facility, keeping the total committed financing at $4.78 billion. Several new financial institutions were added as "Finance Parties" to support this transaction. This filing is important for investors as it confirms the financing is progressing for the significant acquisition of Heartland. The inclusion of additional lenders diversifies the financing sources and underscores the commitment to completing the deal. Investors should note that further details regarding the acquisition will be provided in a forthcoming S-4 registration statement, which will include a proxy statement and prospectus, and are encouraged to review these documents when they become available for comprehensive information.

Key Highlights

  • 1Global Payments Inc. entered into an amended and restated debt commitment letter on January 8, 2016.
  • 2The amendment is in support of the proposed acquisition of Heartland Payment Systems, Inc.
  • 3Total committed financing for the acquisition remains unchanged at $4.78 billion.
  • 4The financing structure was adjusted: $165 million increase in the existing term loan, with a corresponding decrease in the Term Loan B Facility.
  • 5Several new financial institutions were added as "Additional Finance Parties" to the debt commitment.
  • 6Additional Finance Parties have committed to vote in favor of necessary amendments to existing credit facilities.
  • 7Further details on the acquisition will be provided in a future SEC filing (Form S-4).

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose an amendment to Global Payments Inc.'s debt commitment letter, which solidifies the financing arrangements for its proposed acquisition of Heartland Payment Systems, Inc.

The amended letter increases the committed financing for the existing $1.75 billion term loan by $165 million, and correspondingly decreases the committed initial principal amount for the new Term Loan B Facility. The total committed financing of $4.78 billion remains the same.

Several new financial institutions, referred to as "Additional Finance Parties," have been added to the debt commitment. These include entities like The Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Bank, National Association, TD Bank, N.A., SunTrust Bank, Fifth Third Bank, Barclays Bank PLC, Capital One, N.A., Regions Bank, Bank of Montreal, and Canadian Imperial Bank of Commerce, New York Branch.

Investors will receive more detailed information when Global Payments Inc. files a Registration Statement on Form S-4 with the SEC. This filing will include a proxy statement for Heartland stockholders and a prospectus for Global Payments, and is expected to contain important information about the merger.