8-KMaterial AgreementsExhibits & Filings

GLOBAL PAYMENTS INC 8-K Report, Material Agreement (May 31, 2019)

Filed May 31, 2019For Securities:GPN

Summary

Global Payments Inc. (GPN) has filed an 8-K report detailing a significant material definitive agreement: an Agreement and Plan of Merger with Total System Services, Inc. (TSYS). This merger, approved unanimously by the boards of directors of both companies, will see TSYS merge into Global Payments, with Global Payments as the surviving entity. Each share of TSYS common stock will be converted into 0.8101 shares of Global Payments common stock, with cash in lieu of fractional shares. The transaction is structured as a stock-for-stock exchange and is expected to be tax-free for TSYS shareholders, qualifying as a reorganization under the U.S. Internal Revenue Code. The combined entity will maintain dual headquarters in Atlanta, Georgia, and Columbus, Georgia. Governance of the surviving entity will be balanced, with six directors from each company's legacy board, and key leadership roles appointed from both organizations, including M. Troy Woods of TSYS as Chairman. Global Payments CEO Jeffrey S. Sloan will continue as CEO. The filing also notes that Global Payments will seek shareholder approval to declassify its board of directors and increase its authorized shares. This merger represents a significant strategic move for Global Payments, aiming to enhance its market position in the payments industry.

Key Highlights

  • 1Global Payments Inc. (GPN) has entered into a merger agreement with Total System Services, Inc. (TSYS).
  • 2TSYS will merge into Global Payments, with Global Payments being the surviving entity.
  • 3TSYS shareholders will receive 0.8101 shares of Global Payments common stock for each TSYS share they own, with cash for fractional shares.
  • 4The merger is expected to qualify as a reorganization for tax purposes for TSYS shareholders.
  • 5The combined company's board of directors will consist of six members from each legacy company, with M. Troy Woods (TSYS) appointed as Chairman and Jeffrey S. Sloan (Global Payments) remaining as CEO.
  • 6Global Payments plans to declassify its board of directors and increase its authorized share capital, subject to shareholder approval.
  • 7A termination fee of $860 million is stipulated in the merger agreement under certain conditions.

Frequently Asked Questions

This 8-K filing announces a material definitive agreement, specifically a merger between Global Payments Inc. (GPN) and Total System Services, Inc. (TSYS). It outlines the key terms of the merger, governance of the combined entity, and conditions for closing the transaction.

TSYS shareholders will receive 0.8101 shares of Global Payments Inc. common stock for each share of TSYS common stock they hold. They will also receive cash in lieu of any fractional shares.

The combined company will have a balanced board of directors with six members from Global Payments' legacy board and six from TSYS' legacy board. M. Troy Woods of TSYS will serve as Chairman of the board, and Jeffrey S. Sloan of Global Payments will continue as Chief Executive Officer. Key committee memberships will also be split between legacy directors.

Yes, the completion of the merger is subject to several customary conditions, including shareholder approvals from both TSYS and Global Payments, regulatory approvals (such as HSR), listing approval for Global Payments' stock on the NYSE, and the absence of any legal impediments. A termination fee of $860 million is payable by either party under specific circumstances if the agreement is terminated.