Item 1.01. Entry into a Material Definitive Agreement.
On May 15, 2020, Global Payments Inc. (the "Company") completed the previously
announced offering (the "Offering") of $1,000,000,000 aggregate principal amount
of 2.900% Senior Notes due 2030 (the "Notes"). The Company used the net proceeds
from the Offering to repay a portion of the near term indebtedness under its
unsecured revolving credit facility.
In connection with the issuance of the Notes, the Company entered into
Supplemental Indenture No. 2, dated May 15, 2020 (the "Second 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 Second Supplemental Indenture,
the "Indenture"), between the Company and the Trustee.
The Notes bear interest at a rate of 2.900% per annum accruing from May 15,
2020. Interest on the Notes is payable semi-annually in arrears on May 15 and
November 15 of each year, commencing November 15, 2020, to holders of the Notes
at the close of business on May 1 or November 1, as the case may be, immediately
preceding such payment date. The Notes will mature on May 15, 2030. 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 February 15, 2030 (the "Par Call Date"), the Company may,
at its option, redeem the Notes, in whole or 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 35 basis points,
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 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 not including, 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.
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 Securities
and Exchange Commission (the "SEC") on August 1, 2019. A prospectus supplement,
dated May 7, 2020, relating to the Notes and supplementing the prospectus was
filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933,
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.
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. 2, dated as of May 15, 2020, between
Global Payments Inc. and U.S. Bank National Association, as trustee.
4.3 Form of Global Note representing the Notes (included in Exhibit
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
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