Item 1.01. Entry into a Material Definitive Agreement.
On
In connection with the issuance of the Notes, the Company entered into
Supplemental Indenture No. 2, dated
The Notes bear interest at a rate of 2.900% per annum accruing from
At any time prior to
If a Change of Control Repurchase Event (as defined in the Indenture) occurs,
unless the Company has exercised its right to redeem all of the Notes on or
prior to the date that is 30 days following such Change of Control Repurchase
Event, each holder will have the right to require the Company to repurchase all
or any part (equal to
The Indenture provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared immediately due and payable, as well as certain covenants, which are subject to a number of important exceptions and qualifications. Solely with respect to the Notes, the Indenture includes a covenant that limits the Company's ability to, subject to exceptions, incur, issue, permit to exist, assume or guarantee any indebtedness for borrowed money if such indebtedness or any guarantee is or becomes secured by a lien on any of the Company's principal properties, whether now owned or acquired in the future, without effectively providing that the Notes will be secured equally and ratably with (or prior to) such indebtedness.
The foregoing description is a summary of terms of the Indenture and the Notes and does not purport to be a complete statement of the parties' rights and obligations thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Base Indenture and the Second Supplemental Indenture, which are included as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
The Offering was made pursuant to a shelf registration statement on Form S-3
(File No. 333- 232933), which became effective upon filing with the
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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 in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as ofAugust 14, 2019 , betweenGlobal Payments Inc. andU.S. Bank National Association , as trustee, incorporated by reference to Exhibit 4.1 toGlobal Payments Inc.'s Current Report on Form 8-K filed onAugust 14, 2019 . 4.2 Supplemental Indenture No. 2, dated as ofMay 15, 2020 , betweenGlobal Payments Inc. andU.S. Bank National Association , as trustee. 4.3 Form of Global Note representing the Notes (included in Exhibit 4.2) 5.1 Opinion ofAlston & Bird LLP 23.1 Consent ofAlston & Bird LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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