Global Payments Inc. (NYSE:GPN) entered into a definitive agreement to acquire Total System Services, Inc. (NYSE:TSS) (“TSYS”) in a merger of equals transaction for $22.1 billion on May 27, 2019. Under the terms of the all-stock transaction, TSYS shareholders will receive 0.8101 Global Payments shares for each share of TSYS common stock. At the effective time, each outstanding TSYS' equity award granted under TSYS' equity compensation plans will be converted into a corresponding award with respect to Global Payments' common stock, with the number of shares underlying such award (and, in the case of stock options, the applicable exercise price) adjusted based on the exchange ratio. Each such converted TSYS' stock equity award will continue to be subject to the same terms and conditions as applied to the corresponding TSYS equity award. Upon closing, Global Payments shareholders will own 52% of the combined company, and TSYS shareholders will own 48% on a fully diluted basis. In connection with transaction, Global Payments Inc. closed a new senior unsecured $2 billion term loan and an unsecured $3 billion revolving credit facility with Bank of America and other banks on July 9, 2019. The facilities will be available for borrowing on the date the merger becomes effective. The combined company will be named Global Payments Inc. and will conduct its issuer solutions business under the Total System Services name, while the Consumer Solutions business will continue under the Netspend name. The agreement provides certain termination rights for both Global Payments and TSYS and further provides that a termination fee of $860 million will be payable by either Global Payments or TSYS, as applicable, upon termination of the agreement under certain circumstances. Sullivan & Cromwell LLP represents BofA Merrill Lynch and J.P. Morgan Securities LLC as financial advisers to Global Payments Inc. Mark Katz and Adam Fanaki of Davies Ward Phillips & Vineberg LLP acted as legal advisors to Total System Services.

Global Payments Inc. (NYSE:GPN) completed the acquisition of Total System Services, Inc. (NYSE:TSS) in a merger of equals transaction on September 17, 2019. As part of the transaction, Total System Services merged with and into Global Payments, with Global Payments as the surviving entity. Post completion, five Directors including Kriss Cloninger III (lead independent director), Thaddeus Arroyo, Joia Johnson, Connie McDaniel and John Turner from Total System Services joined the Global Payments Board.