Global Payments Inc. (NYSE: GPN) today announced that it intends
to offer, subject to market conditions and other factors, $1.75
billion in aggregate principal amount of its convertible senior
notes due 2031 (the “Convertible Notes”). The Company also intends
to grant the initial purchasers of the Convertible Notes an option
to purchase, for settlement within a 13-day period beginning on,
and including, the first date on which the Convertible Notes are
issued, up to an additional $250 million aggregate principal amount
of Convertible Notes.
The Convertible Notes will be senior unsecured obligations of
the Company and will accrue interest payable semi-annually in
arrears. The Convertible Notes will mature on March 1, 2031, unless
earlier repurchased, redeemed or converted. Prior to December 1,
2030, the Convertible Notes will be convertible only upon
satisfaction of certain conditions and during certain periods, and
thereafter, the Convertible Notes will be convertible at any time
until the close of business on the second scheduled trading day
immediately preceding the maturity date. The Convertible Notes will
be convertible, on the terms set forth in the indenture, into cash
up to the aggregate principal amount of the Convertible Notes to be
converted and cash, shares of the Company’s common stock or a
combination of cash and shares of the Company’s common stock, at
the Company’s election, in respect of the remainder, if any, of the
Company’s conversion obligation in excess of the aggregate
principal amount of the Convertible Notes being converted. The
interest rate, initial conversion rate, initial conversion price
and other terms of the Convertible Notes will be determined at the
time of the pricing of the offering.
The Company may not redeem the Convertible Notes prior to March
6, 2028. The Company may redeem for cash all or part of the
Convertible Notes, at its option, on or after March 6, 2028, if the
last reported sale price of the Company’s common stock has been at
least 130% of the conversion price then in effect for at least 20
trading days (whether or not consecutive) during any 30 consecutive
trading day period (including the last trading day of such period)
ending on, and including, the trading day immediately preceding the
date on which the Company provides notice of redemption at a
redemption price equal to 100% of the principal amount of the
Convertible Notes to be redeemed, plus accrued and unpaid interest
to, but excluding, the redemption date.
In connection with the pricing of the Convertible Notes, the
Company expects to enter into privately negotiated capped call
transactions with one or more of the initial purchasers of the
Convertible Notes or their respective affiliates and/or other
financial institutions (the “option counterparties”). The Company
intends to use a portion of the net proceeds from the offering to
pay the cost of the capped call transactions. If the initial
purchasers of the Convertible Notes exercise their option to
purchase additional Convertible Notes, the Company expects to use a
portion of the net proceeds from the sale of the additional
Convertible Notes to enter into additional capped call transactions
with the option counterparties.
The Company expects to use up to $300 million of the net
proceeds from the offering to repurchase shares of its common stock
from purchasers of the Convertible Notes in privately negotiated
transactions effected with or through one of the initial purchasers
of the Convertible Notes or its affiliate. These repurchases could
increase, or prevent a decrease in, the market price of the
Company’s common stock or the Convertible Notes concurrently with
the pricing of the Convertible Notes, and could result in a higher
effective conversion price for the Convertible Notes. The Company
intends to use the remainder of the net proceeds from the offering
to repay borrowings and any accrued and unpaid interest under its
commercial paper program, and also to repay borrowings and any
accrued and unpaid interest under its revolving credit agreement,
and any prepayment premium, penalty or other amount, if any, due in
connection with any such repayment, and for general corporate
purposes, including the repayment of other debt.
The capped call transactions are expected generally to reduce
potential dilution to the Company’s common stock upon conversion of
any Convertible Notes and/or offset any cash payments the Company
is required to make in excess of the principal amount of converted
Convertible Notes, as the case may be, with such reduction and/or
offset subject to a cap.
In connection with establishing their initial hedges of the
capped call transactions, the Company expects the option
counterparties or their respective affiliates to purchase shares of
the Company’s common stock and/or enter into various derivative
transactions with respect to the Company’s common stock
concurrently with or shortly after the pricing of the Convertible
Notes. This activity could increase (or reduce the size of any
decrease in) the market price of the Company’s common stock or the
Convertible Notes at that time. In addition, the option
counterparties or their respective affiliates may modify their
hedge positions by entering into or unwinding various derivatives
with respect to the Company’s common stock and/or purchasing or
selling shares of the Company’s common stock or other securities of
the Company in secondary market transactions following the pricing
of the Convertible Notes and prior to the maturity of the
Convertible Notes (and are likely to do so on each exercise date
for the capped call transactions or following any termination of
any portion of the capped call transactions in connection with any
repurchase, redemption or early conversion of the Convertible
Notes). This activity could also cause or avoid an increase or
decrease in the market price of the Company’s common stock or the
Convertible Notes, which could affect holders’ ability to convert
the Convertible Notes and, to the extent the activity occurs
following any conversion of the Convertible Notes or during any
observation period related to a conversion of the Convertible
Notes, it could affect the amount and value of the consideration
that holders of the Convertible Notes will receive upon conversion
of such Convertible Notes.
The offer and sale of the Convertible Notes, and any shares of
the Company’s common stock issuable upon conversion of the
Convertible Notes, have not been and will not be registered under
the Securities Act of 1933, as amended (the “Securities Act”), or
any state securities laws, and neither the Convertible Notes nor
any shares of the Company’s common stock issuable upon conversion
of the Convertible Notes may be offered or sold in the United
States absent registration or an applicable exemption from
registration under the Securities Act and any applicable state
securities laws. The Convertible Notes will be offered only to
persons reasonably believed to be qualified institutional buyers
under Rule 144A under the Securities Act.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, including the
Convertible Notes or Global Payments’ common stock, nor shall there
be any sale of securities in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Global Payments
Global Payments Inc. (NYSE: GPN) is a leading payments
technology company delivering innovative software and services to
our customers globally. Our technologies, services and team member
expertise allow us to provide a broad range of solutions that
enable our customers to operate their businesses more efficiently
across a variety of channels around the world.
Headquartered in Georgia with approximately 27,000 team members
worldwide, Global Payments is a Fortune 500® company and a member
of the S&P 500 with worldwide reach spanning North America,
Europe, Asia Pacific and Latin America.
Forward-Looking Statements
Some of the statements we use in this press release are not
statements of historical or current fact. As such, they are
“forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended, including statements concerning the timing and
completion of the offering of the Convertible Notes, the capped
call transactions and the anticipated use of proceeds from the
offering. We have based these forward-looking statements on our
current plans and expectations, and these statements are subject to
known and unknown risks, uncertainties and assumptions. Actual
events or results might differ materially from those expressed or
forecasted in these forward-looking statements. Accordingly, we
cannot guarantee that our plans and expectations will be achieved.
Although it is not possible to create a comprehensive list of all
factors and risks that may cause actual results to differ from the
results expressed or implied by our forward-looking statements or
that may affect our future results, the following factors, among
others, could cause actual results and the timing of events to
differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: the final
terms of the proposed offering of the Convertible Notes and capped
call transactions; the satisfaction of customary closing conditions
related to the offering; uncertainties and other factors relating
to the intended use of proceeds from the offering and sale of the
Convertible Notes. Although we believe that the plans and
expectations reflected in any forward-looking statements are based
on reasonable assumptions, we can give no assurance that our plans
and expectations will be attained, and therefore actual outcomes
and results may differ materially from what is expressed or
forecasted in such forward-looking statements. These
forward-looking statements are subject to numerous risks and
uncertainties, including those identified elsewhere in this
communication and those included in the “Risk Factors” section in
our most recent Annual Report on Form 10-K and in other documents
that we file with the SEC, which are available at
https://www.sec.gov.
These cautionary statements qualify all of our forward-looking
statements, and you are cautioned not to place undue reliance on
these forward-looking statements. Our forward-looking statements
speak only as of the date they are made and should not be relied
upon as representing our plans and expectations as of any
subsequent date. While we may elect to update or revise
forward-looking statements at some time in the future, we
specifically disclaim any obligation to publicly release the
results of any revisions to our forward-looking statements, except
as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240219080246/en/
Media Contact: Emily Edmonds 770.829.8755
media.relations@globalpay.com
Investor Contact: Winnie Smith 770.829.8478
investor.relations@globalpay.com
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