Summary
Global Payments Inc. (GPN) announced a significant acquisition through an 8-K filing on August 8, 2017, detailing a Stock Purchase and Merger Agreement with Athlaction Topco, LLC, referred to as ACTIVE Network. This strategic move involves acquiring ACTIVE Network's communities and sports divisions for a total consideration of $1.2 billion. The transaction is structured as a cash-and-stock deal, with $600 million paid in cash, funded by the company's revolving credit facility and existing cash reserves, and the remaining $600 million paid in GPN common stock. This acquisition is expected to enhance Global Payments' market position and service offerings in specific segments.
Key Highlights
- 1Global Payments Inc. is acquiring ACTIVE Network's communities and sports divisions for $1.2 billion.
- 2The transaction is a cash-and-stock deal, with $600 million in cash and $600 million in Global Payments common stock.
- 3The cash portion will be funded through Global Payments' revolving credit facility and cash on hand.
- 4A significant portion of the acquisition price is paid in GPN stock, with sellers subject to lock-up restrictions until December 31, 2017, and December 31, 2018, depending on the stock portion.
- 5The acquisition is subject to customary closing conditions, including regulatory approvals (e.g., Hart-Scott-Rodino Act) and pre-closing reorganization steps.
- 6The deal is expected to close by December 29, 2017, unless extended.
- 7The acquisition is being treated as an unregistered sale of equity securities, relying on an exemption for accredited investors.
Frequently Asked Questions
This filing announces a material definitive agreement, specifically the acquisition of ACTIVE Network's communities and sports divisions by Global Payments Inc. It provides key details about the transaction, including the purchase price, payment structure, and closing conditions.
The acquisition is being financed through a combination of $600 million in cash and $600 million in Global Payments common stock. The cash portion will be funded by drawing on the company's revolving credit facility and using existing cash on hand.
Yes, the sellers receiving Global Payments common stock are subject to lock-up restrictions. A portion of the shares cannot be transferred until December 31, 2017, and the remainder until December 31, 2018, with customary exceptions. Additionally, a Stockholders' Agreement will impose further transfer restrictions and standstill provisions.
The acquisition is contingent on several factors, including the completion of pre-closing reorganization steps for ACTIVE Network, the execution of a contribution agreement, and the expiration of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Both parties also have the right to terminate the agreement if the closing does not occur by December 29, 2017.