8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+3

GLOBAL PAYMENTS INC 8-K Report, Material Agreement (Apr 25, 2016)

Filed April 25, 2016For Securities:GPN

Summary

Global Payments Inc. (GPN) has officially completed its merger with Heartland Payment Systems, Inc. (Heartland) on April 22, 2016. This significant transaction, effected through a two-step merger, saw Heartland shareholders receive $53.28 in cash and 0.6687 of a GPN common stock share per Heartland share. The merger was funded through existing cash and borrowings under an amended credit facility. Additionally, GPN has expanded its credit facilities to accommodate the acquisition, with new term loan B facilities established to manage the integration and associated debt. In connection with the merger, GPN has also announced expansions to its Board of Directors, appointing Robert H. B. Baldwin, Jr. and Mitchell L. Hollin, former executives of Heartland, to fill newly created vacancies. These appointments are effective immediately following the merger closing. The company also indicated that required financial statements for the acquired business and pro forma information will be filed in an amendment to this report by July 8, 2016.

Key Highlights

  • 1Global Payments Inc. completed its merger with Heartland Payment Systems, Inc. on April 22, 2016.
  • 2Heartland shareholders received $53.28 in cash and 0.6687 of a Global Payments share for each Heartland share.
  • 3The acquisition was financed through a combination of available cash and borrowings under an amended credit facility.
  • 4New debt facilities, including a $1.045 billion Heartland Incremental Term Loan B Facility, have been established.
  • 5The company's Board of Directors has been expanded to ten members with the appointment of two former Heartland executives.
  • 6Robert H. B. Baldwin, Jr. and Mitchell L. Hollin have been appointed as new directors.
  • 7Required financial statements and pro forma information for the acquired business will be filed in an amendment by July 8, 2016.

Frequently Asked Questions

The primary event reported is the completion of the merger between Global Payments Inc. (GPN) and Heartland Payment Systems, Inc. (Heartland) on April 22, 2016.

Heartland shareholders received $53.28 in cash and 0.6687 of a share of Global Payments Inc. common stock for each outstanding share of Heartland common stock (subject to certain exceptions).

The cash consideration was funded through a combination of borrowings under Global Payments Inc.'s Amended Credit Facility Agreement and available cash on hand.

The Amended Credit Facility Agreement was further amended and joined by new lenders to accommodate the acquisition. This includes the establishment of a $1.045 billion Heartland Incremental Term Loan B Facility, alongside existing term loan and revolving credit facilities, bringing the total credit facilities to over $4.7 billion.

Yes, the Board of Directors was increased from eight to ten members with the appointment of Robert H. B. Baldwin, Jr. and Mitchell L. Hollin, who previously held executive and lead independent director roles at Heartland, respectively.