Item 1.01. Entry into a Material Definitive Agreement.
On November 22, 2021, Global Payments Inc. (the "Company") completed the
previously announced offering (the "Offering") of $500 million aggregate
principal amount of the Company's 1.500% Senior Notes due 2024 (the "2024
Notes"), $750 million aggregate principal amount of the Company's 2.150% Senior
Notes due 2027 (the "2027 Notes") and $750 million aggregate principal amount of
the Company's 2.900% Senior Notes due 2031 (the "2031 Notes," together with the
2024 Notes and 2027 Notes, the "Notes"). The Company intends to use the net
proceeds from the Offering to repay in full outstanding indebtedness on its
unsecured revolving credit facility and to use the remaining net proceeds for
general corporate purposes.
In connection with the issuance of the Notes, the Company entered into
Supplemental Indenture No. 4, dated November 22, 2021 (the "Fourth Supplemental
Indenture"), between the Company, as issuer, and U.S. Bank National Association,
as trustee (the "Trustee"), which supplemented the Indenture, dated August 14,
2019 (the "Base Indenture" and, together with the Fourth Supplemental Indenture,
the "Indenture"), between the Company and the Trustee.
The 2024 Notes will bear interest at 1.500% per year, the 2027 Notes will bear
interest at 2.150% per year and the 2031 Notes will bear interest at 2.900% per
year. Interest on the notes will be payable semi-annually on each of May 15 and
November 15 with respect to the 2024 Notes and the 2031 Notes, and January 15
and July 15 with respect to the 2027 Notes, beginning on May 15, 2022 with
respect to the 2024 Notes and 2031 Notes, and July 15, 2022 with respect to the
2027 Notes, until the principal amount has been paid or made available for
payment, to holders of notes at the close of business on May 1 or November 1
with respect to the 2024 Notes and the 2031 Notes and January 1 or July 1 with
respect to the 2027 Notes, as the case may be, immediately preceding the
applicable interest payment date.
The 2024 Notes will mature on November 15, 2024, the 2027 Notes will mature on
January 15, 2027, and the 2031 Notes will mature on November 15, 2031, in each
case, unless earlier redeemed or repurchased by the Company. The Notes are the
Company's unsecured and unsubordinated indebtedness and will rank equally in
right of payment with all of the Company's future unsecured and unsubordinated
indebtedness from time to time outstanding.
At any time prior to October 15, 2024 with respect to the 2024 Notes,
December 15, 2026 with respect to the 2027 Notes, and August 15, 2031 with
respect to the 2031 Notes (each an "Applicable Par Call Date"), the Company may,
at its option, redeem the Notes, in whole or in part, at any time and from time
to time, upon not less than 15 nor more than 60 days' notice, at a redemption
price equal to the greater of (a) 100% of the principal amount of the Notes to
be redeemed and (b) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes to be redeemed, discounted to
the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the treasury rate plus 10 basis points in
the case of the 2024 Notes, 15 basis points in the case of the 2027 Notes and 20
basis points in the case of the 2031 Notes, plus accrued and unpaid interest
thereon to, but excluding, the redemption date. If the Notes are redeemed by the
Company at its option, in whole or in part, on or after the Applicable Par Call
Date, the redemption price will be equal to 100% of the principal amount of the
Notes so redeemed, plus accrued and unpaid interest thereon to, but excluding,
the redemption date.
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 $2,000 and integral multiples of $1,000 in excess thereof)
of such holder's Notes at a purchase price in cash equal to 101% of the
principal amount of the Notes plus accrued and unpaid interest, if any, to, but
excluding, the date of repurchase (subject to the right of holders of record on
the relevant interest record date to receive interest due on the relevant
interest payment date); provided, that after giving effect to the repurchase,
any Notes that remain outstanding will have a denomination of $2,000 or integral
multiples of $1,000 in excess thereof.
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. However, as of the date of this Current
Report on Form 8-K (this "Report"), neither the Company nor any of its
subsidiaries has any property that constitutes a principal property under the
Indenture.
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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 Fourth Supplemental
Indenture, which are included as Exhibits 4.1 and 4.2, respectively, to this
Report and incorporated by reference herein.
The Notes were registered with the Securities and Exchange Commission (the
"SEC") pursuant to the Company's shelf registration statement on Form S-3 (File
No. 333-232933) (as the same may be amended or supplemented, the "Registration
Statement"), which automatically became effective upon filing with the SEC on
August 1, 2019, under the Securities Act of 1933, as amended (the "Securities
Act"). The material terms of the Notes are described in the Company's final
prospectus supplement, dated November 16, 2021, and filed with the SEC on
November 18, 2021, pursuant to Rule 424(b)(5) of the Securities Act, which
relates to the offer and sale of the Notes and supplements the Company's
prospectus, dated August 1, 2019, contained in the Registration Statement.
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 Report is incorporated by
reference into this Item 2.03 insofar as it relates to the creation of a direct
financial obligation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
4.1 Indenture, dated as of August 14, 2019, between Global Payments Inc.
and U.S. Bank National Association, as trustee, incorporated by
reference to Exhibit 4.1 to Global Payments Inc.'s Current Report on
Form 8-K filed on August 14, 2019.
4.2 Supplemental Indenture No. 4, dated as of November 22, 2021, between
Global Payments Inc. and U.S. Bank National Association, as trustee.
4.3 Form of Global Note representing the Notes (included in
Exhibit 4.2).
5.1 Opinion of Alston & Bird LLP.
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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