UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 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):  i August 8, 2022

Commission file number  i 001-16111

 

 

Global Payments Inc.

(Exact name of registrant as specified in charter)

 

 

i Georgia		i 58-2567903
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

 

i 3550 Lenox Road,  i Atlanta,  i Georgia		i 30326
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  i (770)  i 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
i Common stock, no par value		i GPN		i 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:

 

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐	Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐	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  i ☐

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 1.01. Entry into a Material Definitive Agreement.

On August 8, 2022, Global Payments Inc. (the “Company”) entered into an Underwriting Agreement with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth therein, $500,000,000 aggregate principal amount of the Company’s 4.950% Senior Notes due 2027 (the “2027 Notes”), $500,000,000 aggregate principal amount of the Company’s 5.300% Senior Notes due 2029 (the “2029 Notes”), $750,000,000 aggregate principal amount of the Company’s 5.400% Senior Notes due 2032 (the “2032 Notes”) and $750,000,000 aggregate principal amount of the Company’s 5.950% Senior Notes due 2052 (the “2052 Notes” and, together with the 2027 Notes, the 2029 Notes and the 2032 Notes, the “Notes”), in a public offering (the “Offering”). The Offering is expected to close on August 22, 2022, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Notes are registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-266621) (as the same may be amended or supplemented, the “Registration Statement”), that the Company filed with the Securities and Exchange Commission on August 8, 2022. The Company is also filing the Underwriting Agreement as part of this Current Report on Form 8-K for purposes of such Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
1.1		Underwriting Agreement, dated August 8, 2022, among Global Payments Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed therein.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 10, 2022				By:		/s/ David L. Green
						David L. Green
						Senior Executive Vice President, General Counsel and Corporate Secretary