SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 1.01.|| |
Entry into a Material Definitive Agreement.
On February 19, 2021, Global Payments Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth therein, $1.1 billion aggregate principal amount of the Company’s 1.200% Senior Notes due 2026 (the “Notes”). The issuance and sale of the Notes is expected to close on February 26, 2021, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and covenants concerning the Company and the Company’s Registration Statement on Form S-3 (Registration No. 333-232933) (as the same may be amended or supplemented, the “Registration Statement”), indemnification rights and obligations of the parties with respect to certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and termination provisions.
The Notes are registered under the Securities Act, pursuant to the Registration Statement that the Company filed with the Securities and Exchange Commission (the “Commission”) on August 1, 2019. The material terms of the Notes are described in the Company’s final prospectus supplement, as filed with the Commission on February 22, 2021, pursuant to Rule 424(b)(5) of the Securities Act, which relates to the offer and sale of the Notes and supplements the Company’s prospectus, as filed with the Commission on August 1, 2019, contained in the Registration Statement. The Company is also filing the Underwriting Agreement as part of this Current Report on Form 8-K (this “Report”) for purposes of such Registration Statement.
The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Report and incorporated herein by reference.
|Item 9.01.|| |
Financial Statements and Exhibits.
|1.1||Underwriting Agreement, dated February 19, 2021, among the Company, BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed therein.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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: February 22, 2021||By:|
|Paul M. Todd|
|Senior Executive Vice President and Chief Financial Officer|