SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 26, 2001
-------------
Commission File No. 001-16111
---------
Global Payments Inc.
--------------------
(Exact name of registrant as specified in its charter)
Georgia 58-2567903
------- ----------
(State or other jurisdiction of (IRS Employer
incorporation) Identification Number)
Four Corporate Square, Atlanta, Georgia 30329
--------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 728-2363
--------------
N/A
---
(Former name, former address and former fiscal year, if
changed since last year)
Item 5. Other Events.
-------------
Global Payments Announces Agreement To Acquire National Bank Of Canada's
------------------------------------------------------------------------
Merchant Services Business
--------------------------
On June 26, 2001, Global Payments Inc. entered into a definitive agreement
to acquire National Bank of Canada's Merchant Services business and form a ten-
year alliance for marketing merchant payment-related products and services to
National Bank's customers. The transaction is subject to normal Canadian
regulatory approvals, and we expect to close in 60 days. The purchase price is
approximately $47 million (U.S.), at current Canadian exchange rates. Global
expects the purchase price to be financed under its existing line of credit.
Global expects to enter into a $25 million (U.S.) revolving credit facility
commitment to finance working capital and other general corporate purposes for
borrowing capacity. This facility would be in addition to its existing line of
credit.
We believe this transaction will make Global Payments the largest
independent MasterCard and Visa acquirer in Canada and will deliver Global
Payments the capability to provide Canadian businesses one source for all of
their Visa, MasterCard, Debit and other payment processing requirements.
Global Payments is a leading North American payment processing and merchant
acquiring company. It expects the merchant services acquisition and marketing
alliance with National Bank, Canada's second largest merchant MasterCard
acquirer and a leading Canadian online debit acquirer, to compliment its
existing Canadian customer portfolio and significantly broaden its presence in
Canada. National Bank of Canada processes over 225 million transactions per year
for over 73,000 merchant locations throughout Canada with referrals from
National Bank's 600 branch locations. National Bank of Canada's merchant
services business yields revenue of approximately $25 million (U.S.) per year.
With this transaction, Global Payments has now expanded its Canadian
distribution channel to over 1,700 bank branches nationwide.
Forward-Looking Information
When used in this Current Report on Form 8-K and elsewhere by management of
Global Payments Inc. ("Global Payments" or the "Company"), from time to time,
the words "believes," "anticipates," "expects," "intends," "plans" and similar
expressions and statements that are necessarily dependent on future events are
intended to identify forward-looking statements concerning the Company's
business operations, economic performance and financial condition, including in
particular, the Company's business strategy and means to implement the strategy,
the Company's objectives, the amount of future capital expenditures, the
likelihood of the Company's success in developing and introducing new products
and expanding its business, and the timing of the introduction of new and
modified products or services. For such statements, the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 is applicable and invoked. Such statements are
based on a number of assumptions, estimates, projections or plans that are
inherently subject to significant risks, uncertainties and contingencies that
are subject to change. Actual revenues, revenue growth and margins will be
dependent upon all such factors and their results subject to risks related to
the implementation of changes by the Company, the failure to implement changes,
and customer acceptance of such changes or lack of change. Actual results of
events could differ materially from those anticipated in the Company's forward-
looking statements, as a result of a variety of factors, including: (a) those
set forth in Risk Factors in the Company's Information Statement included in the
Registration Statement on Form 10 which are incorporated herein by this
reference; (b) those set forth elsewhere herein; (c) those set forth from time
to time in the Company's press releases and reports and other filings made with
the Securities and Exchange Commission; and (d) those set forth from time to
time in the Company's analyst calls and discussions. The Company cautions that
such factors are not exclusive. Consequently, all of the forward-looking
statements made herein are qualified by these cautionary statements and readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. The Company undertakes no obligation to
update forward looking or other statements or to publicly release the results of
any revisions of such forward-looking statements that may be made to reflect
events or circumstances after the date hereof, or thereof, as the case may be,
or to reflect the occurrence of unanticipated events.
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.
--------------------
(Registrant)
By: /s/ James G. Kelly
-------------------
James G. Kelly
Chief Financial Officer
(Principal Financial Officer
and Chief Accounting Officer)
Date: June 27, 2001