Key facts
- This page summarizes SLTA VI (GP), L.L.C.'s Form 3 filing for GLOBAL PAYMENTS INC (GPN).
- 0 reported transactions and 4 derivative rows are listed below.
- Accepted by SEC: 28 Oct 2022, 18:02.
Key filing fact
Ownership activity is grounded in SEC Form 3 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
No transaction description listed
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
No transaction description listed
No transaction description listed
No transaction description listed
No transaction description listed
Additional SEC filing notes
Footnote F1
SLP VI Galaxy Holdings, L.P. ("SLP Galaxy") holds $350 million principal amount of 1.00% Convertible Senior Notes due 2029 (the "Convertible Notes") of Global Payments Inc. (the "Issuer"). SLP VI Galaxy GP, L.L.C. ("SLP Galaxy GP") is the general partner of SLP Galaxy.
Footnote F2
SLP VI Galaxy Holdings II, L.P. ("SLP Galaxy II") holds $690 million principal amount of the Convertible Notes. SLP VI Galaxy GP II, L.L.C. ("SLP Galaxy GP II") is the general partner of SLP Galaxy II.
Footnote F3
SLP VI Galaxy Aggregator, L.P. ("SLP Aggregator") is the managing member of SLP Galaxy GP and SLP Galaxy GP II. SLP VI Aggregator GP, L.L.C. ("SLP VI GP") is the general partner of SLP Aggregator. Silver Lake Technology Associates VI, L.P. ("SLTA VI") is the managing member of SLP VI GP. SLTA VI (GP), L.L.C. ("SLTA VI GP") is the general partner of SLTA VI.
Footnote F4
SLA II Galaxy Holdings, L.P. ("SLA Galaxy") holds $260 million principal amount of the Convertible Notes. SLA II Galaxy GP, L.L.C. ("SLA Galaxy GP") is the general partner of SLA Galaxy. SLA II Galaxy Aggregator, L.P. ("SLA Aggregator") is the managing member of SLA Galaxy GP. SL Alpine II Aggregator GP, L.L.C. ("SLA II GP") is the general partner of SLA Aggregator. Silver Lake Alpine Associates II, L.P. ("SLAA II") is the managing member of SLA II GP. SLAA II (GP), L.L.C. ("SLAA II GP") is the general partner of SLAA II.
Footnote F5
SLP Galaxy Co-Invest, L.P. ("SLP Co-Invest") holds $200 million principal amount of the Convertible Notes. SLP VI Co-Invest GP, L.L.C. ("SLP Co-Invest GP") is the general partner of SLP Co-Invest.
Footnote F6
Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI GP, SLAA II GP and SLP Co-Invest GP. Mr. Joseph Osnoss serves as a member of the board of directors of the Issuer and as a Managing Member of SLG. Each of SLP Galaxy, SLP Galaxy GP, SLP Galaxy II, SLP Galaxy GP II, SLP Aggregator, SLP VI GP, SLTA VI, SLTA VI GP, SLA Galaxy, SLA Galaxy GP, SLA Aggregator, SLA II GP, SLAA II, SLAA II GP, SLP Co-Invest, SLP Co-Invest GP and SLG may be deemed to be a director by deputization of the Issuer.
Footnote F7
On August 1, 2022, affiliates of the Reporting Persons entered into an Investment Agreement with the Issuer (the "Investment Agreement"), pursuant to which, on August 8, 2022, the Issuer issued an aggregate of $1.5 billion principal amount of the Issuer's Convertible Notes under an indenture governing the Convertible Notes. In accordance with the Investment Agreement, each of SLP Galaxy, SLP Galaxy II, SLA Galaxy and SLP Co-Invest is restricted from converting the Convertible Notes prior to the earlier of (i) eighteen months after the date of issuance and (ii) immediately prior to the consummation of a change of control of the Issuer, in each case, subject to certain exceptions.
Footnote F8
The Convertible Notes mature on August 15, 2029, subject to earlier repurchase or conversion in accordance with their terms.
Footnote F9
Upon conversion of the Convertible Notes, the principal amount of, and interest due on, the Convertible Notes are required to be settled in cash and any other amounts may be settled in shares, cash or a combination of shares and cash at the Issuer's election. This number represents the number of shares of Common Stock underlying the Convertible Notes if the full amount of the Convertible Notes were permitted to be settled solely through the delivery of shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 7.1089 shares of Common Stock (the "Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial Conversion Rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the Convertible Notes.
Footnote F10
The initial Conversion Rate is equivalent to an initial conversion price of approximately $140.67 per share of Common Stock.
Footnote F11
Represents shares of Common Stock held directly by Joseph Osnoss.
SEC remarks
Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons are filing a separate Form 3. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.