Global Payments (NYSE: GPN) issues 2028 and 2033 senior notes for debt repayment
Rhea-AI Filing Summary
Global Payments Inc. has completed a previously announced public offering of new senior notes under its automatic shelf registration statement. The company issued 2028 Notes bearing interest at 4.550% per year and 2033 Notes bearing interest at 5.400% per year, payable semi-annually each March 15 and September 15, starting September 15, 2026.
Global Payments plans to use the net proceeds to repay its 4.800% notes due April 2026 at maturity and to pay down a portion of outstanding borrowings under its five-year revolving credit facility maturing in May 2030. The new notes are unsecured, unsubordinated obligations, include customary covenants and events of default, allow for optional redemption on specified terms, and give holders a right to require repurchase at 101% of principal plus accrued interest after a defined Change of Control Repurchase Event.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 12, 2026, Global Payments Inc. (the “Company”) completed the previously announced public offering (the “Offering”) and issuance of:
| · | $500 million aggregate principal amount of its 4.550% Senior Notes due 2028 (the “2028 Notes”); and |
| · | $500 million aggregate principal amount of its 5.400% Senior Notes due 2033 (the “2033 Notes,” and together with the 2028 Notes, the “Notes”). |
In connection with the issuance of the Notes, the Company entered into the Supplemental Indenture No. 8, dated March 12, 2026 (the “Eighth 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 Eighth Supplemental Indenture, the “Indenture”), between the Company and the Trustee (as successor to U.S. Bank National Association).
The Company intends to use the net proceeds from the Offering to repay, in full, its 4.800% notes due April 2026 (the “4.800% Notes”) at maturity, and to repay a portion of its outstanding borrowings under its 5-year revolving credit facility which matures in May 2030 (the “Revolving Credit Facility”).
The 2028 Notes will bear interest at 4.550% per year and the 2033 Notes will bear interest at 5.400% per year. Interest on the Notes will be payable semi-annually on each of March 15 and September 15, beginning on September 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 March 1 or September 1, as the case may be, immediately preceding the applicable interest payment date.
The 2028 Notes will mature on March 15, 2028 and the 2033 Notes will mature on March 15, 2033, 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 January 15, 2033 with respect to the 2033 Notes, (the “Applicable Par Call Date”), or, in the case of the 2028 Notes, at any time, 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 that the 2028 Notes matured on the maturity date or the 2033 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, and 25 basis points for the 2033 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, the Company may redeem the 2033 Notes, 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.
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 Eighth 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. |
The Notes were issued in an offering registered under the U.S. Securities Act of 1933, as amended, 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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit |
Description | |
| 4.1 | Indenture, dated as of August 14, 2019, between Global Payments Inc. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, incorporated by reference to Exhibit 4.1 to Global Payments Inc.’s Current Report on Form 8-K filed on August 14, 2019. | |
| 4.2 | Supplemental Indenture No. 8, dated as of March 12, 2026, between Global Payments Inc. and U.S. Bank Trust Company, National Association, as trustee. | |
| 4.3 | Form of Global Note representing the Notes (included in Exhibit 4.2). | |
| 5.1 | Opinion of Wachtell, Lipton, Rosen & Katz. | |
| 5.2 | Opinion of Dara Steele-Belkin. | |
| 23.1 | Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1). | |
| 23.2 | Consent of Dara Steele-Belkin (included in Exhibit 5.2). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 12, 2026 | By: | /s/ Dara Steele-Belkin |
| Dara Steele-Belkin | ||
| General Counsel and Corporate Secretary | ||
FAQ
What did Global Payments Inc. (GPN) announce in this 8-K?
What are the key terms of Global Payments’ new 2028 and 2033 notes?
How will Global Payments Inc. (GPN) use the net proceeds from the notes offering?
What redemption rights apply to Global Payments’ new senior notes?
What happens if a Change of Control Repurchase Event occurs for Global Payments (GPN) notes?
: Are Global Payments’ new notes secured or unsecured obligations?
Filing Exhibits & Attachments
7 documentsOther Documents
- EX-4.2 EXHIBIT 4.2 160.9 KB
- EX-5.1 EXHIBIT 5.1 17.5 KB
- EX-5.2 EXHIBIT 5.2 14.2 KB
- EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
- EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 26.3 KB
- EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 36.1 KB
- EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 24.9 KB
