Item 8.01. Other Events
As previously disclosed in a Current Report on Form 8-K filed on August 9, 2022,
in connection with the issuance of $1.5 billion in aggregate principal amount of
1.00% convertible senior notes due 2029 (the "2029 Notes") to the purchasers
thereof on August 8, 2022, Global Payments Inc. ("Global Payments") entered into
privately negotiated capped call transactions (the "Capped Call Transactions")
with certain financial institutions, pursuant to capped call confirmations.
Based on a hedging period under the Capped Call Transactions that commenced on
August 9, 2022 and concluded on August 25, 2022, the cap price of the Capped
Call Transactions is $229.2605 per share (the "Cap Price"). The strike price of
the Capped Call Transactions is initially $140.6687 per share, as previously
disclosed.
As previously disclosed, the Capped Call Transactions are expected generally to
increase the effective conversion premium of the 2029 Notes to the Cap Price,
and reduce the potential dilutive effect on Global Payments' common stock upon
conversion of the 2029 Notes or, at Global Payments' election (subject to
certain conditions), offset any cash payments Global Payments is required to
make in excess of the aggregate principal amount of converted 2029 Notes, as the
case may be, with such reduction and/or offset subject to a cap based on the Cap
Price.
The foregoing summary of the Capped Call Transactions does not purport to be
complete and is subject to, and qualified in its entirety by the full text of
the form of capped call confirmation relating to the Capped Call Transactions,
which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by
Global Payments on August 9, 2022.
Forward Looking Statements
This communication contains "forward-looking statements" as that term is defined
under the Private Securities Litigation Reform Act of 1995 and other securities
laws, regarding Global Payments, including, but not limited to, statements about
the effects of entering into the Capped Call Transactions. You can generally
identify forward-looking statements by the use of forward-looking terminology
such as "anticipate," "believe," "continue," "could," "estimate," "expect,"
"explore," "evaluate," "forecast," "intend," "may," "might," "plan,"
"potential," "predict," "project," "seek," "should," "targeted," "will," or
"would," or the negative thereof or other variations thereon or comparable
terminology. These forward-looking statements are based on Global Payments'
current plans, objectives, estimates, expectations and intentions and inherently
involve significant risks and uncertainties, many of which are beyond Global
Payments' control. Although we believe the expectations reflected in any
forward-looking statements are based on reasonable assumptions, we can give no
assurance that our expectations will be attained, and therefore actual results
and the timing of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and uncertainties, which
include, without limitation, risks and uncertainties associated with:
significant transaction costs and/or unknown or inestimable liabilities; failure
to realize the expected benefits of the Capped Call Transactions, as applicable;
risks related to future opportunities and plans for Global Payments, including
the uncertainty of expected future regulatory filings, financial performance and
results of the combined company following completion of the acquisition of EVO
Payments, Inc.; the diversion of management's attention from ongoing business
operations; the risk of potential stockholder litigation associated with the
Capped Call Transactions, including resulting expense or delay; Global Payments'
ability to settle the par value and interest of the 2029 Notes in cash, the
potential impact of settling any other amounts due in cash or Global Payments'
common stock and the use of the proceeds and benefits thereof; the risk that one
or more counterparties to the Capped Call Transactions fail to perform their
obligations thereunder; and other risks and uncertainties affecting Global
Payments, including those described from time to time under the caption "Risk
Factors" and elsewhere in Global Payments' Securities and Exchange Commission
("SEC") filings and reports, including Global Payments' Annual Report on Form
10-K for the year ended December 31, 2021 and its other SEC filings and reports.
Moreover, other risks and uncertainties of which Global Payments is not
currently aware may also affect its forward-looking statements and may cause
actual results and the timing of events to differ materially from those
anticipated. Global Payments cautions investors that such forward-looking
statements are not guarantees of future performance and that undue reliance
should not be placed on such forward-looking statements. The forward-looking
statements made in this communication are made only as of the date hereof or as
of the dates indicated in the forward-looking statements and reflect the views
stated therein with respect to future events as at such dates, even if they are
subsequently made available by Global Payments on its website or otherwise.
Global Payments disclaims any obligation to update or supplement any
forward-looking statements to reflect actual results, new information, future
events, changes in its expectations or other circumstances that exist after the
date as of which the forward-looking statements were made.
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