8-KMaterial AgreementsFinancial EventsExhibits & Filings

GLOBAL PAYMENTS INC 8-K Report, Material Agreement (May 15, 2020)

Filed May 15, 2020For Securities:GPN

Summary

Global Payments Inc. (GPN) filed an 8-K on May 15, 2020, detailing the completion of a $1 billion offering of 2.900% Senior Notes due 2030. The primary purpose of this issuance was to repay a portion of the company's near-term indebtedness under its unsecured revolving credit facility. This move aims to manage the company's debt structure by refinancing short-term obligations with longer-term, fixed-rate debt. Investors should note the terms of these new notes, including their maturity in 2030, a fixed interest rate of 2.900% payable semi-annually, and their unsecured and unsubordinated status. The filing also outlines provisions for early redemption by the company, with specific pricing mechanisms before and after a "Par Call Date," and a repurchase right for noteholders in the event of a "Change of Control Repurchase Event." The issuance is governed by a Base Indenture and a Second Supplemental Indenture, which include customary events of default and covenants, such as a limitation on secured indebtedness without equal and ratable security for the notes.

Key Highlights

  • 1Completion of a $1 billion offering of 2.900% Senior Notes due 2030.
  • 2Net proceeds used to repay a portion of near-term indebtedness under the company's unsecured revolving credit facility.
  • 3The new notes mature on May 15, 2030, and bear interest at a fixed rate of 2.900% per annum, payable semi-annually.
  • 4The notes are unsecured and unsubordinated indebtedness, ranking equally with other unsecured and unsubordinated debt.
  • 5Company has the option to redeem the notes early, with redemption prices varying based on whether it occurs before or after the "Par Call Date" (February 15, 2030).
  • 6Noteholders have a right to require repurchase of notes at 101% of principal in the event of a "Change of Control Repurchase Event."
  • 7The indenture includes customary events of default and covenants, including a restriction on incurring secured debt without providing equal security for these notes.

Frequently Asked Questions

The primary purpose was to repay a portion of Global Payments Inc.'s near-term indebtedness under its unsecured revolving credit facility. This effectively refinances short-term debt with longer-term, fixed-rate debt.

The notes have a principal amount of $1 billion, mature on May 15, 2030, and bear a fixed interest rate of 2.900% per annum. Interest is paid semi-annually on May 15 and November 15, commencing November 15, 2020. They are unsecured and unsubordinated.

The company can redeem the notes, in whole or in part, at its option at any time before February 15, 2030 (the "Par Call Date"). The redemption price will be the greater of 100% of the principal amount or the present value of remaining payments discounted at the treasury rate plus 35 basis points. On or after the Par Call Date, redemption is at 100% of the principal amount.

If a "Change of Control Repurchase Event" occurs, noteholders have the right to require the company to repurchase their notes at 101% of the principal amount, plus accrued interest. This provides investors with an exit mechanism if the company's ownership or control significantly changes.