8-KOther EventsExhibits & Filings

GLOBAL PAYMENTS INC 8-K Report, Corporate Update (Feb 5, 2016)

Filed February 5, 2016For Securities:GPN

Summary

This 8-K filing by Global Payments Inc. (GPN) on February 5, 2016, serves primarily to update its previous Form 10-K for the year ended May 31, 2015. The updates are for retrospective presentation purposes, aligning prior periods with changes that occurred after the initial filing. These changes include a realignment of the company's reportable segments (North America, Europe, Asia-Pacific), the adoption of new accounting standards (specifically related to the balance sheet classification of deferred taxes and the presentation of debt issuance costs), and a two-for-one stock split in the form of a stock dividend. These retrospective adjustments are being made to facilitate the filing of a Form S-4 registration statement in connection with GPN's proposed acquisition of Heartland Payment Systems, Inc. Investors should note that while these changes impact the presentation of historical financial data, the adoption of the accounting standards themselves did not affect the company's results of operations or cash flows. The filing directs readers to an attached exhibit (Exhibit 99.1) for the updated sections of the annual report and emphasizes that other disclosures from the original 10-K remain relevant and should be read in conjunction with this filing and subsequent SEC filings.

Key Highlights

  • 1Global Payments Inc. (GPN) is retroactively restating certain financial information from its May 31, 2015 10-K filing.
  • 2Key restatements include a change in reportable business segments to North America, Europe, and Asia-Pacific.
  • 3The company adopted new accounting standards related to deferred tax asset/liability classification (ASU 2015-17) and debt issuance costs (ASU 2015-03 & 2015-15).
  • 4These accounting standard adoptions did not materially impact results of operations or cash flows.
  • 5A two-for-one stock split, in the form of a stock dividend, declared in Q2 fiscal 2016 and paid November 2, 2015, has been retrospectively applied to all share and per-share data.
  • 6The primary driver for these updates is to support the filing of a Form S-4 registration statement for the proposed acquisition of Heartland Payment Systems, Inc.
  • 7Updated financial information is provided in Exhibit 99.1, which should be read in conjunction with the original 2015 10-K and subsequent filings.

Frequently Asked Questions

This 8-K is being filed to retroactively present financial information from the company's Fiscal 2015 Annual Report on Form 10-K. The updates are necessary to reflect changes that occurred after the original filing, including a realignment of business segments, the adoption of new accounting standards, and a stock split, in order to facilitate the filing of a Form S-4 registration statement for the proposed acquisition of Heartland Payment Systems.

No, the adoption of the specified accounting standards (ASU 2015-17 regarding deferred taxes and ASU 2015-03/2015-15 regarding debt issuance costs) did not affect Global Payments' results of operations or cash flows in either the current or prior periods presented. These changes primarily relate to how certain items are classified on the balance sheet.

A two-for-one stock split, executed as a stock dividend paid on November 2, 2015, has been retrospectively applied to all historical share and per-share information presented in the updated financial data. This means that all prior periods shown now reflect this split, allowing for consistent comparison.

The proposed acquisition of Heartland Payment Systems is the primary reason for this filing. The retrospective updates to Global Payments' financial information are being made to ensure that the financial statements are in the correct format and presentable for the Form S-4 registration statement that will be filed with the SEC in connection with this transaction. Investors are urged to read the upcoming S-4 filing for details on the acquisition.