8-KAcquisitions & DispositionsMaterial AgreementsFinancial Events+2

GLOBAL PAYMENTS INC 8-K Report, Material Agreement (Sep 6, 2017)

Filed September 6, 2017For Securities:GPN

Summary

GLOBAL PAYMENTS INC (GPN) announced the completion of its acquisition of Athlaction Topco, LLC (“ACTIVE Network”) on September 1, 2017, for a total purchase price of $1.2 billion. This strategic move was financed through a combination of $600 million in cash, funded by drawing on the company's revolving credit facility and existing cash on hand, and $600 million in GPN common stock. The acquisition is expected to enhance GPN's market position and offerings, particularly within the sector ACTIVE Network operates.

Key Highlights

  • 1Completion of the acquisition of ACTIVE Network for $1.2 billion.
  • 2Transaction financed with $600 million in cash and $600 million in GPN common stock.
  • 3Cash portion funded via revolving credit facility and existing cash.
  • 4Stock portion issued based on GPN's volume-weighted average trading price prior to agreement execution.
  • 5A Stockholders' Agreement was entered into, imposing transfer restrictions and standstill provisions on sellers.
  • 6The acquisition was completed through a series of transactions, acquiring 100% of ACTIVE Network's equity interests.
  • 7The company utilized Section 4(a)(2) of the Securities Act for the unregistered sale of equity securities to accredited investors.

Frequently Asked Questions

This 8-K filing primarily announces the completion of GLOBAL PAYMENTS INC's acquisition of ACTIVE Network, detailing the terms of the transaction, financing, and related agreements.

The $1.2 billion purchase price was split equally: $600 million was paid in cash, and $600 million was paid in shares of GLOBAL PAYMENTS INC's common stock. The cash portion was funded by drawing on the company's revolving credit facility and using cash on hand. The stock portion was valued based on GPN's average trading price for the ten days prior to the agreement's execution.

The Stockholders' Agreement imposes transfer restrictions and standstill provisions on the sellers of ACTIVE Network. These provisions generally prohibit sellers from increasing their ownership in GPN beyond 6% without prior consent and restrict certain actions until the second anniversary of the closing date.

No, GLOBAL PAYMENTS INC relied on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The shares were issued to sellers who qualified as "accredited investors."