Global Payments Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Closing of Senior Notes Offering
On November 14, 2025, Global Payments Inc. (the “Company”) completed the previously announced public offering (the “Offering”) and issuance of:
| · | $1,750 million aggregate principal amount of its 4.500% Senior Notes due 2028 (the “2028 Notes”), |
| · | $1,700 million aggregate principal amount of its 4.875% Senior Notes due 2030 (the “2030 Notes”), |
| · | $1,000 million aggregate principal amount of its 5.200% Senior Notes due 2032 (the “2032 Notes”) and |
| · | $1,750 million aggregate principal amount of its 5.550% Senior Notes due 2035 (the “2035 Notes,” and together with the 2028 Notes, the 2030 Notes and the 2032 Notes, the “Notes”). |
In connection with the issuance of the Notes, the Company entered into the Supplemental Indenture No. 7, dated November 14, 2025 (the “Seventh Supplemental Indenture”), between the Company, as issuer, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), which supplemented the Indenture, dated August 14, 2019 (the “Base Indenture” and, together with the Seventh Supplemental Indenture, the “Indenture”), between the Company and the Trustee (as successor to U.S. Bank National Association).
The Offering was conducted in connection with the previously announced acquisition by the Company and its subsidiaries of Worldpay Holdco, LLC, a Delaware limited liability company (“Worldpay”), and its subsidiaries (the “Worldpay Acquisition”). The Company intends to use the net proceeds from the Offering to (i) to fund cash payments in connection with the Worldpay Acquisition, (ii) to repay certain outstanding indebtedness of Worldpay and its subsidiaries in connection with the Worldpay Acquisition, (iii) to pay transaction costs related to the Worldpay Acquisition and (iv) for general corporate purposes.
The 2028 Notes will bear interest at 4.500% per year, the 2030 Notes will bear interest at 4.875% per year, the 2032 Notes will bear interest at 5.200% per year and the 2035 Notes will bear interest at 5.550% per year. Interest on the Notes will be payable semi-annually on each of May 15 and November 15, beginning on May 15, 2026, until the principal amount has been paid or made available for payment, to holders of the Notes at the close of business on May 1 or November 1, as the case may be, immediately preceding the applicable interest payment date.
The 2028 Notes will mature on November 15, 2028, the 2030 Notes will mature on November 15, 2030, the 2032 Notes will mature on November 15, 2032 and the 2035 Notes will mature on November 15, 2035, in each case, unless earlier redeemed or repurchased by the Company. The Notes are the Company’s unsecured and unsubordinated indebtedness and will rank equally in right of payment with all of the Company’s unsecured and unsubordinated indebtedness from time to time outstanding.
At any time prior to October 15, 2028 with respect to the 2028 Notes, October 15, 2030 with respect to the 2030 Notes, September 15, 2032 with respect to the 2032 Notes and August 15, 2035 with respect to the 2035 Notes (each, an “Applicable Par Call Date”), the Company may redeem the Notes of any series at its option, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the relevant date of redemption (assuming such Notes matured on the Applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 15 basis points for the 2028 Notes, 20 basis points for the 2030 Notes, 25 basis points for the 2032 Notes and 25 basis points for the 2035 Notes less (b) interest accrued and unpaid to the relevant redemption date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after the Applicable Par Call Date for a series of Notes, the Company may redeem the Notes of such series, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Notes redeemed plus accrued and unpaid interest thereon to, but excluding, the relevant redemption date. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of Note to be redeemed.
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.
In the event that (x) the Worldpay Acquisition is not consummated on or prior to the date that is five (5) business days after the later of (i) April 16, 2027 or (ii) any later date as the parties to the Worldpay Transaction Agreements (as defined in Seventh Supplemental Indenture) may agree as the “Outside Date” thereunder or (y) the Company notifies the Trustee that the Company will not pursue the consummation of the Worldpay Acquisition, the Company will be required to redeem the 2028 Notes, the 2030 Notes and the 2032 Notes then outstanding at a redemption price equal to 101% of the principal amount of the 2028 Notes, the 2030 Notes and the 2032 Notes then outstanding plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined in the Seventh Supplemental Indenture).
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. In addition, in the case of an event of default arising from certain events of bankruptcy or insolvency, all unpaid principal of and premium, if any, and accrued and unpaid interest on the Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder. 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 or its restricted subsidiaries’ principal properties or any stock or indebtedness for borrowed money of any of the Company’s restricted subsidiaries, 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. However, as of the date of this Current Report on Form 8-K (this “Report”), neither the Company nor any of its subsidiaries has any property that constitutes a principal property under the Indenture.
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 Seventh Supplemental Indenture, which are included as Exhibits 4.1 and 4.2, respectively, to this Report and incorporated by reference herein. Wachtell, Lipton, Rosen & Katz provided the Company with the legal opinion attached to this Report as Exhibit 5.1 and Dara Steele-Belkin provided the legal opinion attached to this Report as Exhibit 5.2.
| 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 Report is incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation.
| Item 8.01. | Other Events. |
Senior Notes Offering
The Notes were issued in an offering registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-291270) (as the same may be amended or supplemented, the “Registration Statement”). The Registration Statement became automatically effective upon its filing on November 5, 2025. The Company is filing certain exhibits as part of this Report for purposes of such Registration Statement. See “Item 9.01. Financial Statements and Exhibits.”
Termination of Bridge Commitment
As previously disclosed, the Company entered into a commitment letter with JPMorgan Chase Bank, N.A. and the other commitment parties from time to time party thereto (collectively, the “Commitment Parties”), pursuant to which the Commitment Parties committed to provide, subject to the satisfaction of customary closing conditions, a 364-day senior unsecured bridge loan facility (the “Bridge Facility”) in an initial aggregate principal amount of up to $7.7 billion. Upon the closing of the Offering, the Company reduced the remaining commitments related to the Bridge Facility to zero and terminated in full the remaining commitments thereunder.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLOBAL PAYMENTS INC. | ||
| Date: November 14, 2025 | By: | /s/ Dara Steele-Belkin |
| Dara Steele-Belkin | ||
| General Counsel and Corporate Secretary |