UNITED STATES
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 17, 2008
Commission file number 001-16111
GLOBAL PAYMENTS INC.
(Exact name of registrant as specified in charter)
| Georgia | 58-2567903 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 10 Glenlake Parkway, North Tower, Atlanta, Georgia | 30328-3473 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (770) 829-8000
NONE
(Former name, former address and former fiscal year, 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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On June 17, 2008, Global Payments Inc. (the “Company”), entered into a purchase agreement and limited liability partnership with HSBC Bank plc (“HSBC”) to provide payment processing services to merchants in the United Kingdom and Internet merchants globally. The new company will operate under the name HSBC Merchant Services.
Under the terms of the agreement, and pending regulatory approvals and customary closing conditions, the Company will pay HSBC $439 million in cash to acquire a 51% majority ownership in the partnership. The Company will manage the day-to-day operations of the partnership and will consolidate the partnership’s financial results for accounting purposes effective with the closing date. HSBC will retain ownership of the remaining 49% and will contribute its existing merchant acquiring business in the United Kingdom to the partnership. In addition, HSBC has agreed to a ten-year marketing alliance in which HSBC will refer customers to the partnership for payment processing services in the United Kingdom. The transaction is expected to be completed within two months.
Important additional information will be filed with the U.S. Securities and Exchange Commission (‘SEC”) when the transaction is completed.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 99.1 | Press Release dated June 17, 2008 |
2
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) | ||||||||
| Date: June 17, 2008 | By: | /s/ Joseph C. Hyde | ||||||
| Joseph C. Hyde Chief Financial Officer | ||||||||