8-KMaterial AgreementsFinancial EventsOther Events+1

GLOBAL PAYMENTS INC 8-K Report, Material Agreement (Aug 14, 2019)

Filed August 14, 2019For Securities:GPN

Summary

Global Payments Inc. (GPN) announced on August 14, 2019, the successful completion of a significant public offering of senior notes totaling $3.0 billion. This offering comprises $1 billion in 2.650% Senior Notes due 2025, $1.25 billion in 3.200% Senior Notes due 2029, and $750 million in 4.150% Senior Notes due 2049. These notes were issued under a new indenture and the proceeds are intended to be held in escrow pending the consummation of Global Payments' previously announced merger with Total System Services, Inc. (TSYS). The issuance of these notes signifies a crucial step in the financing strategy for the TSYS acquisition. The structure of the offering, including the escrow arrangement and conditions for release, highlights the direct link between the success of the merger and the utilization of these funds. The termination of the bridge facility concurrently with the notes issuance indicates a successful transition to more permanent financing for the acquisition. Investors should monitor the progress of the TSYS merger as it is directly tied to the release of these escrowed funds and the company's overall capital structure post-acquisition.

Key Highlights

  • 1Global Payments Inc. (GPN) raised $3.0 billion through the issuance of senior notes: $1 billion (2.650% due 2025), $1.25 billion (3.200% due 2029), and $750 million (4.150% due 2049).
  • 2The proceeds from the note offering are held in escrow pending the consummation of the merger with Total System Services, Inc. (TSYS).
  • 3A 'Special Mandatory Redemption Event' will trigger the redemption of the notes at 101% of principal plus accrued interest if the TSYS merger is not completed by November 27, 2020, or if Global Payments terminates the merger pursuit.
  • 4The company's bridge financing commitment of $2.1 billion was reduced to zero and terminated concurrently with the issuance of these notes.
  • 5The indenture includes provisions for optional redemption by the company and a repurchase right for noteholders in the event of a Change of Control Repurchase Event, at a premium of 101% of principal plus accrued interest.
  • 6Standard events of default are included in the indenture, with remedies for acceleration of debt under specific circumstances.

Frequently Asked Questions

The primary purpose of this senior notes issuance is to finance Global Payments' previously announced merger with Total System Services, Inc. (TSYS). The proceeds are being held in escrow and will be released upon the successful completion of the merger.

If the merger with TSYS is not completed by November 27, 2020, or if Global Payments decides not to proceed with the merger, the notes will be subject to a 'Special Mandatory Redemption'. In this event, the company will be required to redeem all outstanding notes at 101% of their principal amount, plus any accrued and unpaid interest.

Concurrently with the issuance of these senior notes, Global Payments terminated its remaining $2.1 billion bridge facility. This indicates that the company has successfully transitioned from short-term bridge financing to long-term debt for the TSYS acquisition.

The notes carry fixed interest rates ranging from 2.650% to 4.150% depending on the maturity date (2025, 2029, and 2049). The indenture allows for optional redemption by the company and includes a provision for noteholders to require repurchase at 101% of the principal amount in the event of a change of control.