Global Payments Issues 4.875% Senior Notes Due 2031

TL;DR

**GPN just issued new 4.875% Senior Notes due 2031, signaling a new debt obligation.**

AI Summary

Global Payments Inc. (NYSE: GPN) filed an 8-K on February 23, 2024, reporting the entry into a material definitive agreement and the creation of a direct financial obligation. The filing indicates the issuance of 4.875% Senior Notes due 2031, which are unregistered sales of equity securities. This action falls under Items 1.01, 2.03, 3.02, and 9.01 of the SEC filing requirements.

Why It Matters

This filing indicates Global Payments Inc. is raising capital through debt, which can impact its financial leverage and future interest expenses.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation through senior notes increases the company's debt burden, which can be a medium risk depending on the terms and the company's ability to service the debt.

Key Numbers

• 4.875% — Interest Rate (Rate for Senior Notes due 2031)
• 2031 — Maturity Year (Maturity date for Senior Notes)

Key Players & Entities

• GLOBAL PAYMENTS INC (company) — Registrant
• Georgia (location) — State of incorporation
• February 23, 2024 (date) — Date of earliest event reported
• 4.875% (dollar_amount) — Interest rate of Senior Notes
• 2031 (date) — Maturity year of Senior Notes

FAQ

Key Financial Figures

• $2.00 billion — "Convertible Senior Notes Offering") of $2.00 billion aggregate principal amount of its 1.50%
• $250 million — nt includes the exercise in full of the $250 million option granted to the initial purchaser
• $1.96 b — enior Notes Offering were approximately $1.96 billion, after deducting estimated initia
• $130.80 — n Stock on February 20, 2024, which was $130.80 per share. The Company also used a port
• $1,000 — of their Notes, in principal amounts of $1,000 or integral multiples thereof, at their
• $156.96 — itial conversion price of approximately $156.96 per share of Common Stock). The convers
• $254.00 million — Option Counterparties. The Company used $254.00 million of the net proceeds from the Convertibl
• $228.90 — ped Call Transactions will initially be $228.90 per share and is subject to certain adj

Filing Documents

• tm246899d1_8k.htm (8-K) — 46KB
• tm246899d1_ex4-1.htm (EX-4.1) — 687KB
• tm246899d1_ex10-1.htm (EX-10.1) — 225KB
• tm246899d1_8kimg001.jpg (GRAPHIC) — 5KB
• tm246899d1_ex4-1img01.jpg (GRAPHIC) — 2KB
• tm246899d1_ex4-1img02.jpg (GRAPHIC) — 3KB
• tm246899d1_ex4-1img03.jpg (GRAPHIC) — 3KB
• tm246899d1_ex4-1img04.jpg (GRAPHIC) — 3KB
• tm246899d1_ex4-1img05.jpg (GRAPHIC) — 3KB
• tm246899d1_ex4-1img06.jpg (GRAPHIC) — 3KB
• 0001104659-24-027012.txt ( ) — 1399KB
• gpn-20240223.xsd (EX-101.SCH) — 3KB
• gpn-20240223_def.xml (EX-101.DEF) — 26KB
• gpn-20240223_lab.xml (EX-101.LAB) — 36KB
• gpn-20240223_pre.xml (EX-101.PRE) — 25KB
• tm246899d1_8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Indenture and Notes On February 23, 2024 (the "Closing Date"), Global Payments Inc. (the "Company") closed its private offering (the "Convertible Senior Notes Offering") of $2.00 billion aggregate principal amount of its 1.50% Convertible Senior Notes due 2031 (the "Notes"), which amount includes the exercise in full of the $250 million option granted to the initial purchasers of the Notes, to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Notes bear interest at a fixed rate of 1.50% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024. The Notes will mature on March 1, 2031, unless earlier repurchased, redeemed, or converted in accordance with their terms. The Notes are convertible at the option of the holders, under certain circumstances and during certain periods, into cash up to the aggregate principal amount of the Notes to be converted and cash, shares of the Company's common stock, no par value per share ("Common Stock"), or a combination of cash and shares of 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 Notes being converted. The net proceeds from the Convertible Senior Notes Offering were approximately $1.96 billion, after deducting estimated initial purchasers' discounts and estimated offering expenses payable by the Company. The Company used a portion of the net proceeds from the Convertible Senior Notes Offering to repurchase 1,414,759 shares of the Company's Common Stock from purchasers of Notes in the offering in privately negotiated transactions effected with or through one of the initial purchasers of the Notes or its affiliate. The purchase price per share of the Common Stock repurchased in such tr

01

Item 1.01. This Current Report on Form 8-K does not constitute an offer to sell nor the solicitation of an offer to buy any securities, 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. Capped Call Transactions On February 20, 2024, in connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions (the "Base Capped Call Transactions") with certain of the initial purchasers or their respective affiliates and certain other financial institutions (the "Option Counterparties"). In addition, on February 21, 2024, in connection with the initial purchasers' exercise in full of their option to purchase additional Notes, the Company entered into additional capped call transactions (the "Additional Capped Call Transactions," and, together with the Base Capped Call Transactions, the "Capped Call Transactions") with each of the Option Counterparties. The Company used $254.00 million of the net proceeds from the Convertible Senior Notes Offering to pay the cost of the Capped Call Transactions. The Capped Call Transactions are expected generally to reduce the potential dilution to the Common Stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions will initially be $228.90 per share and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions are separate transactions entered into by the Company with each of the Option Counterparties, are not part of the terms of the Notes and will not change the holders' rights under the No

03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 under the heading "Indenture and Notes" is incorporated by reference into this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 under the heading "Indenture and Notes" is incorporated by reference into this Item 3.02. The Notes and shares of Common Stock issuable upon the conversion of the Notes, if any, have not and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as of February 23, 2024, between Global Payments Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of Global Note representing the Notes (included in Exhibit 4.1). 10.1 Form of Capped Call Confirmation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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 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, certain risks, including, but not limited to, uncertainties and other factors relating to the intended use of proceeds from the Convertible Senior Notes Offering, 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. Although the Company believes that the plans and expectations reflected in any forward-looking statements are based on reasona

Signatures

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 23, 2024 By: /s/ David L. Green David L. Green Senior Executive Vice President and Chief Administrative & Legal Officer