8-KOther Events

GLOBAL PAYMENTS INC 8-K Report, Corporate Update (Aug 20, 2019)

Filed August 20, 2019For Securities:GPN

Summary

This Form 8-K filing from Global Payments Inc. (GPN) on August 20, 2019, primarily serves as a supplement to the previously filed Joint Proxy Statement/Prospectus concerning the proposed merger with Total System Services, Inc. (TSYS). The company is providing these supplemental disclosures to address six lawsuits that have been filed challenging the merger, which allege materially incomplete registration statements. While Global Payments and TSYS firmly believe these claims are without merit and deny any wrongdoing, they are voluntarily supplementing the disclosures to mitigate the risks of litigation delays, costs, and uncertainties. Importantly, these supplemental disclosures do not alter the merger consideration for TSYS shareholders or the scheduled meeting dates for shareholder votes. Both companies' boards continue to recommend their respective shareholders vote in favor of the merger. The filing also includes updated financial analysis details from their financial advisors, Greenhill and Goldman Sachs, relating to the merger's valuation and potential synergies, further clarifying aspects of the transaction for investors.

Key Highlights

  • 1Global Payments Inc. (GPN) is filing an 8-K to provide supplemental disclosures to the Joint Proxy Statement/Prospectus regarding its merger with TSYS.
  • 2Six lawsuits have been filed challenging the merger, alleging incomplete registration statements; both companies deny the claims.
  • 3Supplemental disclosures are being made voluntarily to avoid litigation risks and delays, without admitting liability.
  • 4The supplemental disclosures do not impact the merger consideration or the scheduled shareholder meeting dates (August 29, 2019).
  • 5Both Global Payments and TSYS Boards of Directors continue to recommend shareholder approval of the merger.
  • 6The filing includes updated financial advisory analysis regarding the merger, including synergy targets and valuation methodologies.
  • 7Key updated financial information includes detailed prospective financial data for TSYS (adjusted EBITDA, adjusted operating income) and updated financial advisory analysis from Greenhill and Goldman Sachs.

Frequently Asked Questions

This 8-K filing is primarily to provide supplemental disclosures to the Joint Proxy Statement/Prospectus for the proposed merger between Global Payments Inc. and TSYS. These disclosures are being made in response to six lawsuits that have been filed challenging the merger.

Global Payments and TSYS believe the claims in the lawsuits are without merit and deny any wrongdoing. While the supplemental disclosures are being made voluntarily to avoid litigation risks and delays, the companies state that these actions will not affect the merger consideration or the scheduled shareholder meetings, suggesting confidence that the deal will proceed as planned.

The filing includes updated details from financial advisors Greenhill and Goldman Sachs regarding their analyses of the merger. This includes specific target synergy levels (at least $300 million in cost synergies and $100 million in revenue synergies), updated financial projections and calculations for TSYS (such as Adjusted EBITDA and Adjusted Operating Income), and refined valuation analyses for both companies on a standalone and pro-forma basis.

No, the filing explicitly states that these supplemental disclosures will not affect the merger consideration to be received by TSYS shareholders, nor will they impact the timing of the special shareholder meetings scheduled for August 29, 2019, for both TSYS and Global Payments.