8-KMaterial AgreementsFinancial EventsSecurities & Listing+2

GLOBAL PAYMENTS INC 8-K Report, Material Agreement (Aug 2, 2022)

Filed August 2, 2022For Securities:GPN

Summary

Global Payments Inc. (GPN) has announced a significant strategic move with the entry into a definitive agreement to acquire EVO Payments, Inc. for $34.00 per share in cash. This acquisition is expected to enhance Global Payments' market position and service offerings. To fund this acquisition and for general corporate purposes, Global Payments also announced the issuance of $1.5 billion in 1.00% convertible senior notes due 2029 to Silver Lake, with an initial conversion price of approximately $140.67 per share. Concurrently, Global Payments is divesting the consumer portion of its Business and Consumer Solutions segment through the sale of NetSpend Corporation for approximately $1 billion. These strategic transactions signal a proactive approach to portfolio optimization and growth.

Key Highlights

  • 1Global Payments to acquire EVO Payments, Inc. for $34.00 per share in cash.
  • 2Funding for the EVO Payments acquisition and corporate purposes will include $1.5 billion in 1.00% convertible senior notes due 2029 issued to Silver Lake.
  • 3Global Payments is selling the consumer portion of its Business and Consumer Solutions segment (NetSpend Corporation) for approximately $1 billion.
  • 4The acquisition of EVO Payments is subject to customary closing conditions, including regulatory approvals and EVO Payments shareholder approval.
  • 5Key EVO Payments stockholders, representing approximately 22% of voting power, have entered into Voting and Support Agreements to approve the merger.
  • 6The EVO Payments acquisition is expected to delist EVO's Class A Common Stock from the NASDAQ.
  • 7The Company has secured a commitment for a $4.325 billion 364-day senior unsecured bridge loan facility.

Frequently Asked Questions

The acquisition of EVO Payments is structured as a cash transaction where each outstanding share of EVO Payments Class A Common Stock will be converted into the right to receive $34.00 in cash. The total value would depend on the total number of outstanding shares of EVO Payments' Class A Common Stock at the time of closing.

Global Payments is financing a portion of the EVO Payments acquisition and for general corporate purposes through the issuance of $1.5 billion in 1.00% convertible senior notes due 2029 to Silver Lake. Additionally, the company has a commitment for a $4.325 billion 364-day senior unsecured bridge loan facility.

The NetSpend Sale involves the divestiture of the consumer portion of Global Payments' Business and Consumer Solutions segment for approximately $1 billion. This sale is part of a broader strategy to optimize Global Payments' portfolio and may help in funding strategic initiatives, such as the acquisition of EVO Payments, though the primary funding for EVO comes from the convertible notes and bridge loan.

The acquisition is subject to customary closing conditions, including the adoption of the Merger Agreement by EVO Payments stockholders, expiration of waiting periods under antitrust laws (like HSR), receipt of certain international regulatory approvals, the absence of any prohibitive laws or orders, no Material Adverse Effect on EVO Payments, accuracy of representations and warranties, and the completion of other related transactions such as the Blueapple Sale and the TRA Amendment.