8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+4

GLOBAL PAYMENTS INC 8-K Report, Material Agreement (Sep 20, 2019)

Filed September 20, 2019For Securities:GPN

Summary

This Form 8-K filing by Global Payments Inc. (GPN) on September 20, 2019, marks the official closing of its merger with Total System Services, Inc. (TSYS). The merger was consummated on September 17, 2019, with TSYS shareholders receiving 0.8101 shares of Global Payments common stock for each TSYS share, with cash in lieu of fractional shares. This strategic combination is expected to create a larger, more diversified payment technology company. Key financial and operational aspects include the assumption of TSYS's senior notes by Global Payments and the termination and repayment of existing credit facilities for both entities, financed through new term loan and revolving credit borrowings and the proceeds from Global Payments' previously issued senior notes. The filing also details significant changes in Global Payments' board of directors and executive leadership, including the appointment of new directors and officers from TSYS, and the promotion of Cameron M. Bready to President and Chief Operating Officer. Additionally, the company amended its articles of incorporation to increase authorized shares and declassify the board, moving to an annual election of directors.

Key Highlights

  • 1Global Payments Inc. has successfully completed its merger with Total System Services, Inc. (TSYS) as of September 17, 2019.
  • 2TSYS shareholders received 0.8101 shares of Global Payments common stock per TSYS share.
  • 3Global Payments assumed TSYS's outstanding senior notes, integrating the debt of the acquired entity.
  • 4Both Global Payments and TSYS terminated and repaid their existing credit facilities, with financing provided by new term loan and revolving credit agreements, along with proceeds from Global Payments' senior notes issuance.
  • 5The board of directors of Global Payments has been expanded with the appointment of six new directors from TSYS, including M. Troy Woods as Chairman.
  • 6Cameron M. Bready has been promoted to President and Chief Operating Officer of Global Payments.
  • 7Global Payments amended its articles of incorporation to double its authorized shares and declassify its board of directors, transitioning to annual director elections.

Frequently Asked Questions

This Form 8-K filing announces the official closing of the merger between Global Payments Inc. (GPN) and Total System Services, Inc. (TSYS). It details the consummation of the merger, the exchange ratio of shares, the assumption of debt, the refinancing of credit facilities, and changes in the company's leadership and corporate governance.

TSYS shareholders received 0.8101 shares of Global Payments common stock for each share of TSYS common stock they owned. Cash was provided in lieu of any fractional shares.

Following the merger, six former directors from TSYS have been appointed to Global Payments' Board of Directors. M. Troy Woods, formerly CEO of TSYS, has been appointed Chairman of Global Payments. Cameron M. Bready has been promoted to President and Chief Operating Officer. The board has also been declassified, moving to an annual election of directors.

The merger was financed through a combination of term loan borrowings, revolving credit borrowings under new credit agreements, and the net proceeds from Global Payments' previously issued senior notes. Existing credit facilities for both companies were terminated and repaid as part of this process.