false
0001123360
0001123360
2024-02-20
2024-02-20
0001123360
us-gaap:CommonStockMember
2024-02-20
2024-02-20
0001123360
gpn:Sec4.875SeniorNotesDue2031Member
2024-02-20
2024-02-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 20, 2024
Commission file number 001-16111
Global Payments Inc.
(Exact name of registrant as specified in charter)
Georgia |
58-2567903 |
(State or other jurisdiction
of incorporation) |
(I.R.S. Employer
Identification No.) |
3550 Lenox Road, Atlanta, Georgia |
30326 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (770) 829-8000
None
(Former name, former address and former fiscal
year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name of exchange on which registered |
Common stock, no par value |
|
GPN |
|
New York Stock Exchange |
4.875% Senior Notes due 2031 |
|
GPN31A |
|
New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On February 20, 2024, Global Payments Inc. (the “Company”)
issued a press release announcing its intention to offer Convertible Senior Notes due 2031 (the “Notes”) in an aggregate principal
amount of $1.75 billion (the “Convertible Senior Notes Offering”) in an offering that is exempt from the registration requirements
under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be offered and sold only to persons
reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Company also
expects to grant the initial purchasers of the Notes the option to purchase additional Notes in an aggregate principal amount of up to
$250 million within a 13-day period beginning on, and including, the date the Company first issues the Notes.
A copy of the press release is filed as Exhibit 99.1 hereto and is
incorporated by reference into this Item 8.01.
This Current Report on Form 8-K does not constitute an offer to purchase
securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities
nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Forward-Looking
Statements
Some of the statements used in this Current Report on Form 8-K are
not statements of historical or current fact. As such, they are “forward-looking statements” within the meaning of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements concerning the timing
and completion of the Convertible Senior Notes Offering, the capped call transactions and the anticipated use of proceeds from the Convertible
Senior Notes Offering. The Company has based these forward-looking statements on its current plans and expectations, and these statements
are subject to known and unknown risks, uncertainties and assumptions. Actual events or results might differ materially from those expressed
or forecasted in these forward-looking statements. Accordingly, the Company cannot guarantee that its plans and expectations will be achieved.
Although it is not possible to create a comprehensive list of all factors and risks that may cause actual results to differ from the results
expressed or implied by these forward-looking statements or that may affect the Company’s future results, the following factors,
among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations
expressed in the forward-looking statements: the final terms of the proposed Convertible Senior Notes Offering and the capped call transactions;
the satisfaction of customary closing conditions related to the Convertible Senior Notes Offering; and uncertainties and other factors
relating to the intended use of proceeds from Convertible Senior Notes Offering. Although the Company believes that the plans and expectations
reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its plans and expectations
will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking
statements. These forward-looking statements are subject to numerous risks and uncertainties, including those identified elsewhere in
this communication and those included in the “Risk Factors” section in the Company’s most recent Annual Report on Form
10-K and in other documents that the Company files with the Securities and Exchange Commission, which are available at https://www.sec.gov.
These cautionary statements qualify all of the Company’s forward-looking
statements, and you are cautioned not to place undue reliance on these forward-looking statements. The Company’s forward-looking
statements speak only as of the date they are made and should not be relied upon as representing the Company’s plans and expectations
as of any subsequent date. While the Company may elect to update or revise forward-looking statements at some time in the future, it specifically
disclaims any obligation to publicly release the results of any revisions to its forward-looking statements, except as required by law.
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
GLOBAL PAYMENTS INC. |
|
|
|
Date: February 20, 2024 |
By: |
/s/ David L. Green |
|
|
David L. Green |
|
|
Senior Executive Vice President and Chief Administrative & Legal Officer |
Exhibit 99.1
Global Payments Announces Proposed Offering of $1.75 Billion of
Convertible Senior Notes due 2031
ATLANTA -- Feb. 20, 2024 -- Global Payments Inc.
(NYSE: GPN) today announced that it intends to offer, subject to market conditions and other factors, $1.75 billion in aggregate principal
amount of its convertible senior notes due 2031 (the “Convertible Notes”). The Company also intends to grant the initial
purchasers of the Convertible Notes an option to purchase, for settlement within a 13-day period beginning on, and including, the first
date on which the Convertible Notes are issued, up to an additional $250 million aggregate principal amount of Convertible Notes.
The Convertible Notes will be senior unsecured obligations of the
Company and will accrue interest payable semi-annually in arrears. The Convertible Notes will mature on March 1, 2031, unless earlier
repurchased, redeemed or converted. Prior to December 1, 2030, the Convertible Notes will be convertible only upon satisfaction of certain
conditions and during certain periods, and thereafter, the Convertible Notes will be convertible at any time until the close of business
on the second scheduled trading day immediately preceding the maturity date. The Convertible Notes will be convertible, on the terms
set forth in the indenture, into cash up to the aggregate principal amount of the Convertible Notes to be converted and cash, shares
of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election,
in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the
Convertible Notes being converted. The interest rate, initial conversion rate, initial conversion price and other terms of the Convertible
Notes will be determined at the time of the pricing of the offering.
The Company may not redeem the Convertible Notes prior to March 6,
2028. The Company may redeem for cash all or part of the Convertible Notes, at its option, on or after March 6, 2028, if the last reported
sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading
days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending
on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption
price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding,
the redemption date.
In connection with the pricing of the Convertible Notes, the Company
expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Convertible Notes
or their respective affiliates and/or other financial institutions (the “option counterparties”). The Company intends to
use a portion of the net proceeds from the offering to pay the cost of the capped call transactions. If the initial purchasers of the
Convertible Notes exercise their option to purchase additional Convertible Notes, the Company expects to use a portion of the net proceeds
from the sale of the additional Convertible Notes to enter into additional capped call transactions with the option counterparties.
The Company expects to use up to $300 million of the net proceeds
from the offering to repurchase shares of its common stock from purchasers of the Convertible Notes in privately negotiated transactions
effected with or through one of the initial purchasers of the Convertible Notes or its affiliate. These repurchases could increase, or
prevent a decrease in, the market price of the Company’s common stock or the Convertible Notes concurrently with the pricing of
the Convertible Notes, and could result in a higher effective conversion price for the Convertible Notes. The Company intends to use
the remainder of the net proceeds from the offering to repay borrowings and any accrued and unpaid interest under its commercial paper
program, and also to repay borrowings and any accrued and unpaid interest under its revolving credit agreement, and any prepayment premium,
penalty or other amount, if any, due in connection with any such repayment, and for general corporate purposes, including the repayment
of other debt.
The capped call transactions are expected generally to reduce potential
dilution to the Company’s common stock upon conversion of any Convertible Notes and/or offset any cash payments the Company is
required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset
subject to a cap.
In connection with establishing their initial hedges of the capped
call transactions, the Company expects the option counterparties or their respective affiliates to purchase shares of the Company’s
common stock and/or enter into various derivative transactions with respect to the Company’s common stock concurrently with or
shortly after the pricing of the Convertible Notes. This activity could increase (or reduce the size of any decrease in) the market price
of the Company’s common stock or the Convertible Notes at that time. In addition, the option counterparties or their respective
affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company’s common
stock and/or purchasing or selling shares of the Company’s common stock or other securities of the Company in secondary market
transactions following the pricing of the Convertible Notes and prior to the maturity of the Convertible Notes (and are likely to do
so on each exercise date for the capped call transactions or following any termination of any portion of the capped call transactions
in connection with any repurchase, redemption or early conversion of the Convertible Notes). This activity could also cause or avoid
an increase or decrease in the market price of the Company’s common stock or the Convertible Notes, which could affect holders’
ability to convert the Convertible Notes and, to the extent the activity occurs following any conversion of the Convertible Notes or
during any observation period related to a conversion of the Convertible Notes, it could affect the amount and value of the consideration
that holders of the Convertible Notes will receive upon conversion of such Convertible Notes.
The offer and sale of the Convertible Notes, and any shares of the
Company’s common stock issuable upon conversion of the Convertible Notes, have not been and will not be registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any state securities laws, and neither the Convertible Notes nor any shares
of the Company’s common stock issuable upon conversion of the Convertible Notes may be offered or sold in the United States absent
registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Convertible
Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy any securities, including the Convertible Notes or Global Payments’ common stock, nor shall there be any sale
of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
About Global Payments
Global Payments Inc. (NYSE: GPN) is a leading payments
technology company delivering innovative software and services to our customers globally. Our technologies, services and team member
expertise allow us to provide a broad range of solutions that enable our customers to operate their businesses more efficiently across
a variety of channels around the world.
Headquartered in Georgia with approximately 27,000
team members worldwide, Global Payments is a Fortune 500® company and a member of the S&P 500 with worldwide reach spanning North
America, Europe, Asia Pacific and Latin America.
Forward-Looking Statements
Some of the statements we use in this press release are not statements
of historical or current fact. As such, they are “forward-looking statements” within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements concerning the timing and completion of
the offering of the Convertible Notes, the capped call transactions and the anticipated use of proceeds from the offering. We have based
these forward-looking statements on our current plans and expectations, and these statements are subject to known and unknown risks,
uncertainties and assumptions. Actual events or results might differ materially from those expressed or forecasted in these forward-looking
statements. Accordingly, we cannot guarantee that our plans and expectations will be achieved. Although it is not possible to create
a comprehensive list of all factors and risks that may cause actual results to differ from the results expressed or implied by our forward-looking
statements or that may affect our future results, the following factors, among others, could cause actual results and the timing of events
to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the final terms
of the proposed offering of the Convertible Notes and capped call transactions; the satisfaction of customary closing conditions related
to the offering; uncertainties and other factors relating to the intended use of proceeds from the offering and sale of the Convertible
Notes. Although we believe that the plans and expectations reflected in any forward-looking statements are based on reasonable assumptions,
we can give no assurance that our plans and expectations will be attained, and therefore actual outcomes and results may differ materially
from what is expressed or forecasted in such forward-looking statements. These forward-looking statements are subject to numerous risks
and uncertainties, including those identified elsewhere in this communication and those included in the “Risk Factors” section
in our most recent Annual Report on Form 10-K and in other documents that we file with the SEC, which are available at https://www.sec.gov.
These cautionary statements qualify all of our forward-looking statements,
and you are cautioned not to place undue reliance on these forward-looking statements. Our forward-looking statements speak only as of
the date they are made and should not be relied upon as representing our plans and expectations as of any subsequent date. While we may
elect to update or revise forward-looking statements at some time in the future, we specifically disclaim any obligation to publicly
release the results of any revisions to our forward-looking statements, except as required by law.
Media Contact:
Emily Edmonds 770.829.8755
media.relations@globalpay.com
Investor Contact:
Winnie Smith 770.829.8478
investor.relations@globalpay.com
v3.24.0.1
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=gpn_Sec4.875SeniorNotesDue2031Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Global Payments (NYSE:GPN)
Historical Stock Chart
From May 2024 to Jun 2024
Global Payments (NYSE:GPN)
Historical Stock Chart
From Jun 2023 to Jun 2024