Form 8-K Total System Services Inc

Current report, items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, and 9.01

Published: 2019-09-20 17:05:40
Submitted: 2019-09-20
Period Ending In: 2019-09-17
d803104d8k.htm 8-K


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8-K

GA false 0000721683 0000721683 2019-09-17 2019-09-17

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

 

FORM 8-K 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 20, 2019 (September 17, 2019)

 

IMAGE

TOTAL SYSTEM SERVICES, INC.

(Global Payments Inc. as successor by merger to Total System Services, Inc.)

(Exact Name of Registrant as Specified in Charter) 

 

Georgia

 

1-10254

 

58-1493818

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

c/o Global Payments Inc.

3550 Lenox Road

Atlanta, Georgia 30326

(Address of Principal Executive Offices, and Zip Code)

(770) 829-8000

Registrant’s Telephone Number, Including Area Code

 

(Former Name or Former Address, if Changed Since Last Report) 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $.10 Par Value

 

TSS

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Introductory Note

This Current Report on Form 8-K is being filed by Total System Services, Inc., a Georgia corporation (“TSYS”), in connection with the consummation on September 17, 2019 (the “Closing Date”) of the transactions contemplated by the Agreement and Plan of Merger, dated as of May 27, 2019 (the “Merger Agreement”), by and between the Global Payments Inc. (“Global Payments”) and TSYS, pursuant to which TSYS merged with and into Global Payments (the “Merger”), with Global Payments as the surviving corporation in the Merger.

Item 1.02. Termination of a Material Definitive Agreement.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, in connection with the Merger, TSYS caused to be repaid in full all indebtedness, liabilities and other obligations under, and terminated, the Credit Agreement, dated as of April 23, 2018, among TSYS, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent for the lenders.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.10 per share, of TSYS (“TSYS Common Stock”) issued and outstanding immediately prior to the Effective Time (other than certain shares held by TSYS or Global Payments) was converted into the right to receive 0.8101 shares of common stock (the “Exchange Ratio”), without par value, of Global Payments (“Global Payments Common Stock”). No fractional shares of Global Payments Common Stock were issued in the Merger, and TSYS shareholders became entitled to receive cash in lieu of any fractional shares (such cash and the newly issued shares of Global Payments Common Stock, the “Merger Consideration”).

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to TSYS’ Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 31, 2019 and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 17, 2019, in connection with the completion of the Merger, TSYS notified its principal trading market, the New York Stock Exchange (the “NYSE”), that the Merger had occurred and requested that trading in TSYS Common Stock be halted prior to market open on September 18, 2019, that the listing of the TSYS Common Stock be removed and that the NYSE file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the TSYS Common Stock. Additionally, TSYS intends to file with the SEC certifications and notices of termination on Form 15 deregistering TSYS Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and suspending TSYS’ reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information disclosed in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.03 Material Modifications to Rights of Security Holders.

The information provided in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, each holder of TSYS Common Stock immediately prior to the Effective Time ceased to have any rights as a shareholder of TSYS other than the right to receive the Merger Consideration pursuant to the Merger Agreement.


Item 5.01 Changes in Control of Registrant.

The information provided in the Introductory Note and Item 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, as contemplated under the Merger Agreement, TSYS merged with and into Global Payments, with Global Payments continuing as the surviving entity.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon completion of the Merger, all of the directors of TSYS ceased serving as directors of TSYS.

Additionally, effective upon completion of the Merger, certain former directors of TSYS became directors of Global Payments:

  M. Troy Woods, the former Chairman, President and Chief Executive Officer of TSYS, was appointed Chairman of the Board of Global Payments;

  Kriss Cloninger III, the former Lead Director of the TSYS board of directors, was appointed Lead Director of Global Payments; and

  F. Thaddeus Arroyo, Joia M. Johnson, Connie D. McDaniel and John T. Turner, former directors of TSYS, were appointed directors of Global Payments.

In addition, all of the officers of TSYS, including all Section 16 executive officers, ceased serving in their capacity as officers of TSYS and Paul M. Todd, the former Senior Executive Vice President and Chief Financial Officer of TSYS, was appointed Senior Executive Vice President and Chief Financial Officer of Global Payments.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the Merger Agreement, as of the Effective Time TSYS ceased to exist and Global Payments continued as the surviving corporation. The articles of incorporation and bylaws of Global Payments as in effect at the Effective Time remained as the articles of incorporation and bylaws of Global Payments, as the surviving corporation of the Merger.

Item 8.01 Other Events.

On September 18, 2019, Global Payments issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.

   

Description of Exhibit

         
 

  2.1

   

Agreement and Plan of Merger, dated as of May 27, 2019, by and between TSYS and Global Payments (incorporated by reference to Exhibit 2.1 to TSYS’ Current Report on Form 8-K, filed on May 31, 2019).

         
 

99.1

   

Press Release, dated September 18, 2019.

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

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.

as successor by merger to Total System Services, Inc.

     

By:

 

/s/ David L. Green

Name:

 

David L. Green

Title:

 

Senior Executive Vice President, General Counsel and Corporate Secretary

Date: September 20, 2019

d803104dex991.htm EX-99.1


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EX-99.1

Exhibit 99.1

 

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September 18, 2019

 

FOR IMMEDIATE RELEASE    
Investor Contact:     Media Contact:
Winnie Smith 770.829.8478     Rob Ward 706.641.6739
investor.relations@globalpay.com     media.relations@globalpay.com

Global Payments Completes Merger with TSYS,

Creating Preeminent Technology-Enabled Payments Company

ATLANTA—(BUSINESS WIRE)—Global Payments Inc. (NYSE: GPN), a leading worldwide provider of payments technology and software solutions, announced today that it has completed its merger with TSYS, forming the premier pure play payments technology company with extensive scale and unmatched global reach. The combined company, Global Payments Inc., provides innovative payments and software solutions to approximately 3.5 million predominantly small to mid-sized merchant locations, services over 1,300 financial institutions across more than 100 countries and enables digital interactions with over 600 million cardholders globally.

“We are delighted to announce the completion of this landmark transaction, creating significant opportunities for our customers, partners, employees and shareholders worldwide,” said Jeff Sloan, Chief Executive Officer of Global Payments. “This industry defining partnership dovetails with our technology-enabled strategy and fortifies Global Payments’ leadership position in integrated payments, owned software, and omnichannel solutions across the most attractive markets globally. We share a common value of putting people first and will leverage the best of our cultures to preserve and enhance our commitment to all of our stakeholders.”

Executive Leadership

In addition to Jeff Sloan, Chief Executive Officer, the Global Payments executive leadership team will be comprised of the following individuals who will further strengthen our worldwide businesses as we capitalize on our strategy:

 

   

Cameron Bready will serve as President and Chief Operating Officer and will oversee the company’s worldwide merchant solutions businesses across North America, Europe, Asia Pacific and Latin America along with worldwide operations, risk management, product and real estate;

 

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Paul Todd will become Senior Executive Vice President and Chief Financial Officer and be responsible for all global financial operations including finance, treasury, accounting and tax, as well as investor relations and internal audit;

 

   

Guido Sacchi will continue as Senior Executive Vice President and Chief Information Officer with responsibility for IT and digital business strategies, worldwide technology infrastructure management, application development and support, information security, project portfolio management, platform integration and artificial intelligence;

 

   

David Green will serve as Senior Executive Vice President and General Counsel and Corporate Secretary, with responsibility for all of the company’s legal matters worldwide, as well as regulatory and data privacy compliance;

 

   

Gaylon Jowers will continue as Senior Executive Vice President and President of Issuer Solutions and is responsible for the strategic direction, growth and performance of the Issuer Solutions business segment;

 

   

Kelley Knutson will remain Senior Executive Vice President and President of NetSpend and is responsible for the strategic direction, growth and performance of the Consumer Solutions business segment; and

 

   

Josh Whipple will serve as Senior Executive Vice President and Chief Strategy and Risk Officer and be responsible for worldwide mergers & acquisitions, strategic planning and enterprise risk.

Board of Directors

Global Payments also announced today the members of its new Board of Directors, effective immediately. Troy Woods is Chairman of the Board and Jeff Sloan is also a Board member. Other directors include five from Global Payments’ Board – William Jacobs, Robert Baldwin, Jr., John Bruno, Ruth Ann Marshall and William Plummer; and five from TSYS’ Board – Kriss Cloninger III (lead independent director), Thaddeus Arroyo, Joia Johnson, Connie McDaniel and John Turner.

About Global Payments

Global Payments Inc. (NYSE: GPN) is a leading pure play payments technology company delivering innovative software and services to our customers globally. Our technologies, services and employee expertise enable us to provide a broad range of solutions that allow our customers to operate their businesses more efficiently across a variety of channels in many markets around the world.

 

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Headquartered in Georgia with over 24,000 employees worldwide, Global Payments is a member of the S&P 500 with worldwide reach spanning over 100 countries throughout North America, Europe, Asia Pacific and Latin America. For more information, visit www.globalpaymentsinc.com and follow Global Payments on Twitter (@globalpayments), LinkedIn and Facebook.

Forward-Looking Statements

Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Global Payments operates, and assumptions made by and beliefs of Global Payments management, involve uncertainties that could significantly affect the financial condition, results of operations, business plans and the future performance of Global Payments. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” “estimates,” “forecasts,” “projects,” “plans,” “may,” “could,” “should,” “would,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying these statements. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to projections of revenue, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; statements of plans and objectives of Global Payments or its management or Board of Directors, including those relating to products or services; and statements of future economic performance — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. In addition to factors previously disclosed in Global Payments’ reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: difficulties and delays in

 

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integrating the TSYS and Global Payments businesses, including with respect to implementing systems to prevent a material security breach of any internal systems or to successfully manage credit and fraud risks in business units; failing to fully realize anticipated cost savings and other anticipated benefits of the merger with TSYS when expected or at all; failing to comply with the applicable requirements of Visa, Mastercard or other payment networks or card schemes or changes in those requirements; the ability of Global Payments to retain and hire key personnel; the business, economic and political conditions in the markets in which Global Payments operate; the impact of new or changes in current laws, regulations, credit card association rules or other industry standards, including privacy and cybersecurity laws and regulations; and events beyond Global Payments’ control, such as acts of terrorism.

Any forward-looking statements speak only as of the date of this communication or as of the date they were made, and Global Payments does not undertake any obligation to update forward-looking statements. For a more detailed discussion of these factors, also see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Global Payments’ most recent annual reports on Form 10-K for the year ended December 31, 2018, quarterly reports on Form 10-Q for the periods ended March 31, 2019 and June 30, 2019, and any material updates to these factors contained in any of Global Payments’ other filings.

As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, you should not place any reliance on these forward-looking statements. Annualized, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

 

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