8-KOther EventsExhibits & Filings

GLOBAL PAYMENTS INC 8-K Report, Corporate Update (Aug 1, 2019)

Filed August 1, 2019For Securities:GPN

Summary

This Form 8-K filing by Global Payments Inc. (GPN) provides crucial supplemental information related to its previously announced merger with Total System Services, Inc. (TSYS). The primary focus is the filing of TSYS's historical and interim financial statements, along with Management's Discussion and Analysis (MD&A) and other operational and risk-related disclosures. Additionally, it includes unaudited pro forma combined financial statements, giving investors a preliminary view of the potential financial profile of the merged entity. This filing is essential for investors to conduct due diligence as the merger is expected to close in Q4 2019, subject to customary conditions. Investors should note that this report does not update Global Payments' own financial statements but rather provides detailed insights into TSYS. The filing also reiterates the importance of the joint proxy statement/prospectus, which contains comprehensive details regarding the merger, and urges shareholders to review it. The inclusion of TSYS's financial data is a significant step in the regulatory and disclosure process leading up to the closing of this material transaction.

Key Highlights

  • 1Global Payments (GPN) is filing TSYS's audited financial statements for 2016-2018 and interim financials for H1 2019, providing a detailed look at the target company's performance.
  • 2Management's Discussion and Analysis (MD&A) for TSYS for both the full year 2018 and interim periods of 2019 are included, offering insights into operational trends and financial condition.
  • 3Unaudited pro forma combined financial statements are presented for the six months ended June 30, 2019, and the full year 2018, illustrating the expected financial structure post-merger.
  • 4The filing includes information on TSYS's business, operations, material regulatory matters, and associated risks, crucial for understanding potential integration challenges and synergies.
  • 5The merger with TSYS is anticipated to close in the fourth quarter of 2019, subject to satisfaction of closing conditions, indicating a near-term completion.
  • 6Investors are strongly advised to review the joint proxy statement/prospectus filed on Form S-4 for comprehensive details on the merger and its implications.

Frequently Asked Questions

The main purpose of this 8-K filing is to provide investors with the financial and operational information of Total System Services, Inc. (TSYS) in connection with its pending merger with Global Payments Inc. (GPN). It includes TSYS's historical financial statements, interim financials, MD&A, and pro forma combined financial statements.

The merger is currently expected to close in the fourth quarter of 2019, subject to the satisfaction or waiver of the closing conditions specified in the Merger Agreement.

No, this Current Report on Form 8-K does not modify or update the consolidated financial statements of Global Payments itself. It primarily focuses on providing TSYS's financial and operational data.

Investors are strongly encouraged to read the joint proxy statement/prospectus filed on Form S-4, which contains important information about both TSYS, Global Payments, and the proposed merger. Copies can be obtained from the SEC's website or the investor relations sections of Global Payments' and TSYS's websites.