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)
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