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EX-4.2 - EX-4.2 - TOTAL SYSTEM SERVICES INCd165288dex42.htm
EX-4.1 - EX-4.1 - TOTAL SYSTEM SERVICES INCd165288dex41.htm
EX-4.3 - EX-4.3 - TOTAL SYSTEM SERVICES INCd165288dex43.htm
EX-5.1 - EX-5.1 - TOTAL SYSTEM SERVICES INCd165288dex51.htm
EX-1.1 - EX-1.1 - TOTAL SYSTEM SERVICES INCd165288dex11.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 17, 2016

 

 

Total System Services, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Georgia   1-10254   58-1493818
(State of incorporation)  

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

One TSYS Way, Columbus, Georgia   31901
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (706) 649-2310

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

On March 17, 2016, Total System Services, Inc. (the “Company”) closed its sale (the “Transaction”) of $750 million aggregate principal amount of 3.800% Senior Notes due 2021 and $750 million aggregate principal amount of 4.800% Senior Notes due 2026 (collectively, the “Notes”) pursuant to an agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters listed on Schedule 1 thereto (the “Underwriters”), whereby the Company agreed to sell and the Underwriters agreed to purchase the Notes from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement. The Company intends to use the net proceeds of the Transaction to pay a portion of the approximate $2.35 billion purchase price of the Company’s acquisition of TransFirst Holdings Corp. and related fees and expenses. The Notes were issued pursuant to a Senior Indenture, dated as of March 17, 2016, between the Company and Regions Bank, as trustee.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. The Company is filing this Current Report on Form 8-K so as to file with the Securities and Exchange Commission certain items related to the Transaction which are to be incorporated by reference into its Registration Statement on Form S-3 (Registration No. 333-210148).

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit

No.

  

Description

  1.1    Underwriting Agreement, dated March 14, 2016, between Total System Services, Inc. and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated
  4.1    Senior Indenture, dated March 17, 2016, between Total System Services, Inc. and Regions Bank, as trustee
  4.2    Form of 3.800% Senior Note due 2021
  4.3    Form of 4.800% Senior Note due 2026
  5.1    Opinion of King & Spalding LLP
23.1    Consent of King & Spalding LLP (included in Exhibit 5.1)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  TOTAL SYSTEM SERVICES, INC.
Date: March 17, 2016   By:  

/s/ Kathleen Moates

   

Kathleen Moates

Senior Deputy General Counsel

 

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EXHIBIT INDEX

 

Exhibit
Number

  

Description

  1.1    Underwriting Agreement, dated March 14, 2016, between Total System Services, Inc. and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated
  4.1    Senior Indenture, dated March 17, 2016, between Total System Services, Inc. and Regions Bank, as trustee
  4.2    Form of 3.800% Senior Note due 2021
  4.3    Form of 4.800% Senior Note due 2026
  5.1    Opinion of King & Spalding LLP
23.1    Consent of King & Spalding LLP (included in Exhibit 5.1)

 

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