Global Payments Inc., a leading worldwide provider of payment technology and software solutions, today announced definitive agreements to divest its Issuer Solutions business to FIS for $13.5 billion and acquire Worldpay from GTCR and FIS for a net purchase price of $22.7 billion, or total value of $24.25 billion including $1.55 billion of anticipated tax assets. This reflects a 12.3x adjusted EBITDA multiple for Issuer Solutions and an 8.5x adjusted EBITDA multiple for Worldpay on a net basis inclusive of run-rate synergies.

Global Payments and Worldpay provide highly complementary payments, software and commerce enablement solutions to merchants and partners worldwide. On a combined basis, the company will have extensive global reach and scale, serving more than 6 million customers and enabling approximately 94 billion transactions and $3.7 trillion in volume across more than 175 countries. The transaction positions Global Payments as a leading merchant solutions provider, with exposure to the most attractive geographies and verticals and capabilities to serve the full merchant spectrum, from SMB to enterprise, and all manner of software and platform providers globally.

“Today marks a defining day for Global Payments and a pivotal milestone in our journey to become the worldwide partner of choice for commerce solutions. The acquisition of Worldpay and divestiture of Issuer Solutions further sharpen our strategic focus and simplify Global Payments as a pure play merchant solutions business with significantly expanded capabilities, extensive scale, greater market access and an enhanced financial profile,” said Cameron Bready, chief executive officer.

Bready continued, “Global Payments and Worldpay bring together highly complementary capabilities and distribution networks, creating significant opportunities for the combined business to accelerate growth, amplify investment in innovation and elevate client and partner experiences with best-in-class solutions. This transaction provides us with one of the world’s most feature rich platforms to support ecommerce and enterprise customers across key high growth geographies and verticals, while also enhancing our integrated and embedded capabilities to deliver seamless solutions to software and platform providers worldwide."

Bready concluded, “We could not be more excited about the future, as we bring together Global Payments and Worldpay and establish a strategic partnership with FIS. These transactions enhance our strengths, open new growth opportunities and accelerate our transformation, which we expect will drive significant value for our customers, partners, team members and shareholders.”

“We are excited to enter this next phase of Worldpay’s evolution by uniting with Global Payments to create something special in the payments industry," said Charles Drucker, chief executive officer at Worldpay. "Our solutions will enhance value for our customers, especially for Worldpay’s small and medium-sized businesses. The combination of Global Payments and Worldpay brings together two strong teams with similar histories, a shared culture of innovation and deep payments expertise. I am thrilled about the new opportunities this transaction brings for both of our businesses and our team members worldwide."

Compelling Strategic Rationale and Value Creation

Leading Pure Play Commerce Solutions Provider: The transactions further simplify Global Payments’ business, positioning the company as a leading pure play merchant solutions provider at scale with world class distribution channels serving many of the highest-growing areas in payments. Combined, Global Payments and Worldpay will provide cutting-edge solutions to more than 6 million customers across the merchant spectrum, while enabling 94 billion transactions and $3.7 trillion in payment volume annually.

Delivering Innovative Payments and Software Solutions Across the Full Spectrum of Customers: The combination brings together Global Payments’ differentiated merchant solutions focused on SMB customers with Worldpay’s world class capabilities for ecommerce and enterprise clients, positioning the combined business to deliver end-to-end payment solutions and leading customer experiences for merchants of all types and sizes globally.

Diversifying Business Mix and Strengthening Ecommerce and Integrated Offerings: Worldpay brings best-in-class ecommerce capabilities with exposure to high growth verticals allowing Global Payments to further diversify its business to better serve digital native customers. The transaction also expands Global Payments’ integrated and embedded capabilities for software and platform partners, adding Worldpay’s Payrix solution to complement its existing offerings. Combined, Global Payments will have leading offerings across an array of operating models supporting software and platform partners worldwide.

Amplifying Distribution and Expanding Installed Customer Base: The combination enhances and further diversifies distribution globally, while also providing an expansive installed base of customers. Worldpay’s existing SMB customers will benefit from an expanded portfolio of capabilities, including Global Payments’ Genius POS offering and its extensive suite of commerce enablement solutions.

Establishing Strategic Partnership with FIS: As part of the transaction, Global Payments and FIS will also establish a commercial relationship to bring a comprehensive suite of solutions, including core banking, treasury management, embedded commerce, issuer processing, risk and fraud and merchant solutions to partners on a global basis.

Enhanced Financial Profile: The combined company is expected to have pro forma 2025 annual adjusted net revenue and adjusted EBITDA of approximately $12.5 billion and $6.5 billion, respectively, inclusive of run-rate expense synergies. Global Payments expects to retain its investment grade credit ratings at closing, and to reduce adjusted net leverage to 3.0x within 18 to 24 months.

Significant Value Creation Opportunities: The transaction is expected to be modestly accretive in year one post close and mid to high single digit accretive thereafter. The combination of Global Payments and Worldpay is expected to deliver approximately $600 million of annual run-rate cost synergies over three years post closing, primarily through combining business operations, technology infrastructure, and other scale efficiencies. The transaction will unlock additional value through anticipated run-rate revenue synergies of at least $200 million over the same timeframe, as the combined business capitalizes on its strengths across ecommerce, integrated and embedded payments, software and commerce enablement solutions, amplifies its investment in new product and innovation, and leverages its expansive distribution footprint globally.

Transaction Details

The proposed divestiture of Issuer Solutions and acquisition of Worldpay will occur simultaneously. The divestiture of Issuer Solutions to FIS will be executed for cash and FIS’ stake in Worldpay. Global Payments will acquire the remaining stake in Worldpay from GTCR for a combination of cash and stock in Global Payments. The transaction is subject to customary cash, debt and working capital adjustments.

The cash consideration payable in Global Payments’ acquisition of Worldpay will be financed with a combination of cash proceeds from the sale of Issuer Solutions and cash on the balance sheet and new debt raised. Global Payments has obtained committed bridge financing and plans to issue $7.7 billion of debt between signing and closing which will be used to replace the bridge commitment and refinance Worldpay’s outstanding debt. GTCR will receive shares in Global Payments at a price of $97.00, representing approximately 15% of Global Payments’ outstanding shares on a pro forma basis.

At closing, Global Payments expects net leverage of approximately 3.5x and to retain investment grade ratings of BBB-/Baa3 Stable/BBB Stable. Global Payments expects to reduce leverage to 3.0x within 18 to 24 months.

Timing and Approvals

The transactions are subject to receipt of required regulatory approvals and other customary closing conditions and expected to close in the first half of 2026.

Preliminary First Quarter 2025 Results and Guidance Update

Global Payments is providing a preliminary preview of its financial results for the first quarter of 2025. Global Payments currently expects to report first quarter 2025 results consistent with the outlook it provided during its February 13 earnings call, including:

• Total company adjusted net revenue of $2,205 million, representing constant currency growth of over 5%, excluding dispositions, and adjusted operating margin expansion of approximately 70 basis points, or approximately 40 basis points excluding dispositions.
• Merchant Solutions adjusted net revenue of $1,692 million, representing constant currency growth of approximately 6%, excluding dispositions.
• Issuer Solutions adjusted net revenue of $529 million, representing constant currency growth of approximately 3%.

Adjusted earnings per share is expected to be $2.69, including share based compensation, or $2.83, excluding share based compensation. This reflects adjusted earnings per share growth of approximately 10% on a constant currency basis.

For the full year 2025, Global Payments is reaffirming its outlook for adjusted net revenue, adjusted operating margin and adjusted earnings per share.

The company will release first quarter 2025 financial results before the market opens on Tuesday, May 6, 2025 and will host a live audio webcast to discuss these results at 7:30 a.m. EDT. All interested parties may access the audio webcast via the investor relations page of the company’s website at investors.globalpayments.com. A replay of the webcast will also be available after the event.

Conference Call and Webcast

Global Payments will host a conference call today, April 17, 2025 at 7:30 a.m. EDT to discuss the transactions. The audio webcast can be accessed via the investor relations page of the company’s website at investors.globalpayments.com. A replay of the audio webcast will be archived on the company's website following the live event.

Non-GAAP Financial Measures and Preliminary Results

Global Payments includes in this news release certain preliminary non-GAAP financial measures, including adjusted net revenue, adjusted operating margin, and adjusted EPS. Management uses these non-GAAP financial measures to focus on the factors the company believes are pertinent to the daily management of our operations. Additionally, management uses these non-GAAP financial measures, together with other metrics, to set goals for and measure the performance of the business and to determine incentive compensation. These preliminary non-GAAP financial measures reflect management's judgment of particular items, may not be comparable to similarly titled measures reported by other companies, and should be considered in addition to, and not as substitutes for, the GAAP measures. The preliminary non-GAAP financial performance included in this press release reflects management’s current estimates. We have provided a preliminary range for these metrics, but we have not yet completed the closing procedures for the quarter and our independent registered public accounting firm has not yet reviewed the financial statements for this period or the estimates in this press release. Accordingly, our expected results for this period reflect management’s current estimates and are subject to change pending finalization, and actual results could differ materially as we finalize such results. In particular, as discussed under Note 1-Basis of Presentation and Summary of Significant Accounting Policies in the company’s Annual Report on Form 10-K for the year ended December 31, 2024, the preparation of our financial statements in accordance with GAAP requires management to make estimates and assumptions and to perform quantitative and qualitative assessments over time.

Adjusted net revenue excludes gross-up related payments associated with certain lines of business to reflect economic benefits to the company. On a GAAP basis, these payments are presented gross in both revenues and operating expenses. Management believes adjusted net revenue more closely reflects the economic benefits to the company’s core business and allows for better comparisons with industry peers.

Adjusted EPS excludes acquisition-related amortization expense, acquisition, integration and separation expense, gain or losses in business divestitures, business transformation activities, facilities exit charges, and certain other items. The tax rate used in determining the income tax impact of earnings adjustments is either the jurisdictional statutory rate in effect at the time of the adjustment or the jurisdictional expected annual effective tax rate for the period, depending on the nature and timing of the adjustment.