Home/Filings/3/0000899243-22-034445

3//SEC Filing

SLP VI Co-Invest GP, L.L.C. 3

Accession 0000899243-22-034445

CIK 0001123360other

View on SEC.gov Company Profile

Filed

Oct 27, 8:00 PM ET

Accepted

Oct 28, 6:09 PM ET

Size

26.3 KB

Accession

0000899243-22-034445

Insider Transaction Report

Form 3

Period: 2022-10-27

GLOBAL PAYMENTS INCGPN

SLAA II (GP), L.L.C.

Director

Holdings

1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP Galaxy Co-Invest, L.P.)
Exercise: $140.67→ Common Stock (1,421,780 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (2,488,115 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLA II Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (1,848,314 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings II, L.P.)
Exercise: $140.67→ Common Stock (4,905,141 underlying)

Silver Lake Alpine Associates II, L.P.

Director

Holdings

1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings II, L.P.)
Exercise: $140.67→ Common Stock (4,905,141 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP Galaxy Co-Invest, L.P.)
Exercise: $140.67→ Common Stock (1,421,780 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (2,488,115 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLA II Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (1,848,314 underlying)

SL Alpine II Aggregator GP, L.L.C.

Director

Holdings

1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings II, L.P.)
Exercise: $140.67→ Common Stock (4,905,141 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (2,488,115 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLA II Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (1,848,314 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP Galaxy Co-Invest, L.P.)
Exercise: $140.67→ Common Stock (1,421,780 underlying)

SLA II Galaxy Aggregator, L.P.

Director

Holdings

1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (2,488,115 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings II, L.P.)
Exercise: $140.67→ Common Stock (4,905,141 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLA II Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (1,848,314 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP Galaxy Co-Invest, L.P.)
Exercise: $140.67→ Common Stock (1,421,780 underlying)

SLA II Galaxy GP, L.L.C.

Director

Holdings

1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (2,488,115 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLA II Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (1,848,314 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP Galaxy Co-Invest, L.P.)
Exercise: $140.67→ Common Stock (1,421,780 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings II, L.P.)
Exercise: $140.67→ Common Stock (4,905,141 underlying)

SLA II Galaxy Holdings, L.P.

Director

Holdings

1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP Galaxy Co-Invest, L.P.)
Exercise: $140.67→ Common Stock (1,421,780 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings II, L.P.)
Exercise: $140.67→ Common Stock (4,905,141 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLA II Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (1,848,314 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (2,488,115 underlying)

SLP VI Co-Invest GP, L.L.C.

Director

Holdings

1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (2,488,115 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP Galaxy Co-Invest, L.P.)
Exercise: $140.67→ Common Stock (1,421,780 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings II, L.P.)
Exercise: $140.67→ Common Stock (4,905,141 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLA II Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (1,848,314 underlying)

SLP Galaxy Co-Invest, L.P.

Director

Holdings

1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings II, L.P.)
Exercise: $140.67→ Common Stock (4,905,141 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLA II Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (1,848,314 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP Galaxy Co-Invest, L.P.)
Exercise: $140.67→ Common Stock (1,421,780 underlying)
1.00% Convertible Senior Notes due 2029
(indirect: Held through SLP VI Galaxy Holdings, L.P.)
Exercise: $140.67→ Common Stock (2,488,115 underlying)

Footnotes (10)

[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.
[F10]The initial Conversion Rate is equivalent to an initial conversion price of approximately $140.67 per share of Common Stock.
[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.
[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.
[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.
[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.
[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.
[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.
[F8]The Convertible Notes mature on August 15, 2029, subject to earlier repurchase or conversion in accordance with their terms.
[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.

Documents

1 file

3
doc3.xmlPrimary
FORM 3 SUBMISSION

Issuer

GLOBAL PAYMENTS INC

CIK 0001123360

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001941330

Filing Metadata

Form type: 3
Filed: Oct 27, 8:00 PM ET
Accepted: Oct 28, 6:09 PM ET
Size: 26.3 KB

View on SEC.gov