Global Payments to buy Total System in a $21.5 billion deal

Bloomberg

Global Payments Inc. agreed to buy Total System Services Inc. in a deal valued at $21.5 billion, the payment industry’s third mega-merger of the year.
The transaction will create a powerhouse that provides payment technology and software to more than 3.5 million small to midsize merchants and more than 1,300 financial institutions worldwide, the two companies said in a statement.
The all-stock deal values Total System Services, or TSYS, at $119.86 a share, 20 percent more than its $99.62 closing price on May 23, before Bloom-berg first reported deal discussions with Global Payments.
“The pace of change in the industry driven by innovation in technology, coupled with the need to have additional scale, had made this deal a function of a matter of time,” Global Payments Chief Executive Officer Jeff Sloan said in an interview. Sloan, who will lead the combined company, said Global Payments and Total System had talked about combining a number of times over the past decade.
Negotiations between the companies became more serious a couple of months ago as rivals announced their own deals in a clamor for a bigger share of the nearly $100 billion merchants spend on swipe fees each year. Fiserv Inc. announced a $22 billion takeover of First Data Corp. in January, and rival Fidelity National Information Services Inc. agreed to buy Worldpay Inc. just two months later for $34 billion.

DEAL TERMS
Under the deal terms, Total System holders will get 0.8101 Global Payments share for each common share they own. Total System CEO Troy Woods will become chairman of the combined company, 52 percent of which will be owned by Global Payments shareholders, while Total System investors will own 48 percent.
“It’s the right deal at the right time,” Woods said in a telephone interview. “If you think about the payments world, really Global Payments and TSYS were the last two large, independent payment players. We just felt like it made a lot of sense to control our own destiny and pick our dance partner.”
Total System shares rose 6.9 percent to $121.24 in New York. Global Payments fell 0.9 percent to $152.10.
The transaction, which is expected to generate $300 million in cost savings, is slated to be completed in the fourth quarter. The combined entity is forecast to generate about $8.6 billion annually in adjusted net revenue plus network fees, with $3.5 billion in earnings before interest, taxes, depreciation and amortisation and $2.5 billion in free cash flow.
“We are going to be in a position to continue to invest in growth and not be over-burdened with debt such that we can’t innovate and invest,” Cameron Bready, Global Payments’ chief financial officer, said in an interview. “At a time when our peers are fully levered, we will have plenty of firepower to continue to expand the business,” he said, citing specialised payments software and new geographies outside of the US as growth targets.

NEW BEHEMOTHS
Total System Services is what’s known as an issuer processor, meaning it helps banks manage their credit and debit card portfolios for everything from card authorisations to detecting fraud and calculating rewards. The Columbus, Georgia-based firm is the country’s largest provider of such services, managing about 40 percent of Visa Inc. and Mastercard Inc. domestic accounts last year. Atlanta-based Global Payments, on the other hand, is the country’s fifth-biggest merchant acquirer, helping businesses handle credit- and debit-card payments.
The flurry of deal activity among payment processors has created behemoths that could fashion networks that serve and connect financial institutions and merchants, similar to Visa’s and Mastercard’s offerings.
Bank of America Corp. and JPMorgan Chase & Co. are advising Global Payments, while Goldman Sachs Group Inc. and Greenhill & Co. are assisting Total System. Wachtell, Lipton, Rosen & Katz is providing legal advice for Global Payments, while King & Spalding is helping Total System.