Item 8.01. Other Events.
On November 19, 2021, Global Payments Inc. ("Global Payments") received
notification of an unsolicited "mini-tender" offer by TRC Capital Investment
Corporation ("TRC") to purchase up to 1 million shares of the outstanding common
stock of Global Payments, at a price of $120.38 per share in cash. TRC's offer
price is approximately 4.41% less than the closing price per share of Global
Payments' common stock on November 19, 2021, the last trading day before the
mini-tender offer commenced. If all shares are acquired, TRC's ownership would
represent approximately 0.34% of Global Payments' outstanding common stock.
Global Payments is not affiliated with TRC and does not endorse the offer
documentation or the unsolicited mini-tender offer. Global Payments recommends
that Global Payments' stockholders do not tender their shares in response to the
offer. Global Payments' stockholders should note that TRC may decline to
purchase Global Payments' shares of common stock tendered if any one of numerous
conditions is not satisfied, including the receipt by TRC of financing necessary
to complete the offer. There is no guarantee the conditions of the offer will be
satisfied. Global Payments also recommends that any stockholders who have
tendered shares to TRC withdraw those shares by providing the written notice
described in the offering documentation before the expiration of the offer,
which is currently scheduled for 12:01 a.m. New York City time on December 22,
2021.
TRC has made similar unsolicited mini-tender offers for shares of other public
companies. TRC's purported mini-tender offer seeks less than five percent of
Global Payments' common stock, thus avoiding many disclosure and procedural
requirements of the U.S. Securities and Exchange Commission ("SEC") that apply
to offers for more than five percent of a company's outstanding shares. As a
result, mini-tender offers do not provide investors with the same level of
protections as provided by larger tender offers under United States securities
laws.
The SEC has cautioned investors about mini-tender offers, noting that bidders
"frequently use mini-tender offers to catch shareholders off guard" and "count
on investors jumping to the conclusion that the price offered includes the
premium usually present in larger, traditional tender offers." The SEC has
provided publicly available investor tips for mini-tender offers such as this
one at
https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
Global Payments recommends that stockholders obtain current market quotes for
their shares, review the conditions to TRC's mini-tender offer, consult with
their brokers or financial advisors and exercise caution with respect to TRC's
mini-tender offer.
Global Payments encourages brokers and dealers, as well as other market
participants, to review the SEC's letter regarding broker-dealer mini-tender
offer dissemination and disclosures on the SEC's website at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Global Payments requests that a copy of this communication be included with all
distributions of materials relating to TRC's mini-tender offer for shares of
Global Payments' common stock.
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