8-KMaterial AgreementsSecurities & ListingOther Events+1

GLOBAL PAYMENTS INC 8-K Report, Material Agreement (Apr 21, 2025)

Filed April 21, 2025For Securities:GPN

Summary

Global Payments Inc. (GPN) has entered into material definitive agreements to significantly reshape its business. The company will divest its Issuer Solutions business to Fidelity National Information Services, Inc. (FIS) for approximately $13.5 billion (enterprise valuation), while simultaneously acquiring Worldpay from FIS and GTCR for approximately $24.25 billion (enterprise valuation). This strategic move involves Global Payments receiving FIS's stake in Worldpay plus cash for the Issuer Solutions Business, and in return, acquiring the remaining Worldpay interest from GTCR and other equity holders through a combination of cash and the issuance of approximately 43.27 million shares of Global Payments common stock, valued at around $4.2 billion. This transaction is expected to close in the first half of 2026, subject to customary closing conditions, including significant regulatory approvals such as HSR, European Commission, and UK CMA clearances. The deal marks a substantial shift for Global Payments, consolidating its focus on the merchant acquiring and payment processing space by divesting its issuer-focused solutions. Investors should note the significant scale of the transaction, the issuance of new shares which will cause dilution, and the reliance on regulatory approvals for completion. Financing for the transaction includes a commitment for a $7.7 billion bridge loan facility.

Key Highlights

  • 1Global Payments to divest its Issuer Solutions business to FIS for an enterprise valuation of $13.5 billion.
  • 2Global Payments to acquire Worldpay from FIS and GTCR for an enterprise valuation of $24.25 billion.
  • 3Transaction involves Global Payments issuing approximately 43.27 million shares of common stock (valued at $4.2 billion) to GTCR as part of the Worldpay acquisition.
  • 4The acquisition of Worldpay is expected to be financed, in part, by a $7.7 billion bridge loan facility commitment.
  • 5The deal is anticipated to close in the first half of 2026, pending significant regulatory approvals (e.g., HSR, EU, UK).
  • 6GTCR is expected to hold approximately 15% of Global Payments' outstanding shares post-closing and will be subject to a staggered lock-up agreement.
  • 7The transaction significantly restructures Global Payments' business, focusing on merchant acquiring and payment processing by divesting its issuer solutions.

Frequently Asked Questions

The primary objective is to divest the Issuer Solutions business and acquire Worldpay, thereby streamlining Global Payments' operations to focus more intently on the merchant acquiring and payment processing sectors.

Global Payments will issue approximately 43,268,041 shares of its common stock to GTCR as part of the Worldpay acquisition. This will result in dilution for existing shareholders.

Key conditions include obtaining necessary regulatory clearances (antitrust, foreign direct investment, financial services) in multiple jurisdictions, including the U.S., EU, and UK, and the absence of any laws or judgments prohibiting the transaction. Certain pre-closing restructurings are also required.

Global Payments expects the transactions to close in the first half of 2026, with provisions for potential extensions if regulatory approvals are delayed.