M&A - GLOBAL PAYMENTS INC

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Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925050050

Filing Summary: On May 15, 2025, Global Payments Inc. entered into a Revolving Credit Agreement providing for a $7.25 billion revolving credit facility. This agreement allows for $5.75 billion immediately available and an additional $1.5 billion contingent upon the acquisition of Worldpay Holdco, LLC. The facility's terms include potential increase commitments, a five-year maturity with extensions, and various currency options for borrowing. Interest rates will vary based on the type of borrowing, with a margin linked to the company's credit rating. The agreement replaces the prior credit agreement dated August 19, 2022. Additionally, commitments related to a previously disclosed bridge loan were reduced from $7.7 billion to $6.2 billion following the effectiveness of the Revolving Credit Agreement.

Additional details:

Revolving Credit Facility Amount: 7.25 billion


Initial Commitment Available: 5.75 billion


Additional Commitment Available: 1.5 billion


Bridge Facility Commitment Amount: 6.2 billion


Original Bridge Facility Amount: 7.7 billion


Interest Margin Range: 1.000% to 1.750%


Initial Margin: 1.375%


Maturity Period: five years


Currency Options: USD, euros, sterling, Canadian dollars


Form Type: 8-K

Filing Date: 2025-04-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925036553

Filing Summary: On April 17, 2025, Global Payments Inc. entered into two significant transaction agreements involving the divestiture of its Issuer Solutions business and the acquisition of Worldpay. The FIS Transaction Agreement allows Global Payments to sell its Issuer Solutions business to Fidelity National Information Services, Inc. (FIS) while acquiring Worldpay in return. These transactions are structured around a $13.5 billion valuation for the Issuer Solutions business and a $24.25 billion valuation for Worldpay. This merger will also involve the issuance of approximately 43.3 million shares of Global Payments common stock as part of the payment for Worldpay. The completion of these transactions is contingent upon customary regulatory approvals and other closing conditions, with an expected closing date in the first half of 2026. Additionally, GTCR, an involved party, is projected to hold around 15% of Global Payments' outstanding shares after the transactions. The agreements include customary covenants and indemnifications for both Global Payments and its counterparts, and the possibility of termination under certain conditions.

Additional details:

Transaction Date: 2025-04-17


Issuer Solutions Business Valuation: 13.5 billion


Worldpay Valuation: 24.25 billion


Newly Issued Shares: 43,268,041


Stock Consideration Value: 4,197,000,000


Stock Price Per Share: 97.00


Cash Payment Details: difference between purchase price from FIS for Issuer Solutions and for Worldpay


Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925035771

Filing Summary: On April 17, 2025, Global Payments Inc. announced preliminary financial results for Q1 2025 and entered into transaction agreements to sell its Issuer Solutions business to Fidelity National Information Services, Inc. (FIS) for $13.5 billion and to acquire Worldpay Holdco, LLC from FIS and GTCR LLC affiliates for $24.25 billion. Both transactions are subject to regulatory approvals and customary closing conditions. The company also posted a related presentation on its investor relations website, enhancing stakeholder communication regarding these significant dealings.

Additional details:

Issuer Solutions Business Sale: Fidelity National Information Services, Inc.


Issuer Solutions Business Sale Valuation: $13.5 billion


Worldpay Acquisition: Worldpay Holdco, LLC


Worldpay Acquisition Valuation: $24.25 billion


Form Type: CORRESP

Filing Date: 2024-12-20

Corporate Action: Acquisition

Type: Update

Accession Number: 000112336024000040

Filing Summary: On December 20, 2024, Global Payments Inc. provided a correspondence responding to comments from the SEC regarding its Form 10-K for the fiscal year ended December 31, 2023. The document details financial performance, particularly emphasizing the effects of acquisitions and divestitures on revenue streams. The acquisition of EVO in March 2023 contributed approximately $609.0 million to Merchant Solutions revenue, resulting in a total revenue growth for that segment of $946.9 million or 15.3% from the prior year. Additionally, the divestiture of the Gaming business reduced revenues by $73.4 million. The Issuer Solutions segment saw a revenue increase of $153.2 million, with transaction volume changes accounting for $134.6 million of the growth. The document outlines the impact of the EVO acquisition and other divestitures on costs and expenses, highlighting a reduction in overall cost of service and detailed insights into selling, general, and administrative expenses, which increased by $549.2 million mainly due to the acquisitions and integration efforts. Overall, the correspondence reflects a comprehensive analysis of the fiscal impacts of various corporate strategies implemented throughout the reporting period.

Additional details:

Year Ended 2023 Merchant Solutions Revenue Growth: 946.9 million


Evo Acquisition Revenue Effect: 609.0 million


Gaming Divestiture Revenue Effect: 73.4 million


Issuer Solutions Revenue Growth: 153.2 million


Cost Of Service Decrease: 51.1 million


Divestiture Consumer Business Cost Effect: 313.9 million


Evo Acquisition Cost Effect: 230.2 million


Selling General Admin Expenses Growth: 549.2 million


Evo Business Selling Admin Expenses Effect: 357.4 million


Divestiture Effect On Selling Admin Expenses: 79.8 million


Corporate Expenses Increase: 120.3 million


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