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, including expected ongoing cost savings.
Global Payments and Worldpay provide highly complementary payments, software and commerce enablement solutions to merchants and partners worldwide. 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, verticals, and capabilities to serve the full merchant spectrum, from SMB to enterprise, and all 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. Global Payments and Worldpay combine 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 our businesses and 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. Global Payments and Worldpay will provide cutting-edge solutions to more than 6 million customers across the merchant spectrum, 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 e-commerce 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 E-Commerce and Integrated Offerings: Worldpay brings best-in-class e-commerce 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. Global Payments will have leading offerings across various 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 customer base. 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 globally.
- 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, including run-rate expense synergies. Global Payments expects to retain its investment-grade credit ratings at closing and reduce adjusted net leverage to 3.0x within 18 to 24 months.
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 in annual run-rate cost savings over three years post-closing, primarily through the integration of business operations, shared technology infrastructure, and other scale-related efficiencies. The transaction will unlock additional value through anticipated run-rate revenue gains of at least $200 million over the same timeframe, as the combined business capitalises on its strengths across ecommerce, integrated and embedded payments, software and commerce enablement solutions, amplifies its investment in product innovation, and leverages its expansive global distribution footprint.
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 cash proceeds from the sale of Issuer Solutions, 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 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 receiving required regulatory approvals and other customary closing conditions and are expected to close in the first half of 2026.
Preliminary First Quarter 2025 Results and Guidance Update
Global Payments provides 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 are 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.
Global Payments is reaffirming its outlook for adjusted net revenue, operating margin, and earnings per share for the full year 2025.
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. Following the live event, a replay of the audio webcast will be archived on the company’s website.
Non-GAAP Financial Measures and Preliminary Results
Global Payments includes preliminary non-GAAP financial measures in this news release, including adjusted net revenue, adjusted operating margin, and adjusted EPS. Management uses these non-GAAP financial measures to focus on the factors it believes are pertinent to the daily management of its operations.
Additionally, management uses these non-GAAP financial measures, together with other metrics, to set goals for and measure the business’s performance 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.
This press release’s preliminary non-GAAP financial performance reflects management’s current estimates. We have provided a preliminary range for these metrics. Still, we have not yet completed the quarter’s closing procedures, 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 finalisation, and actual results could differ materially as we finalise 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, preparing our financial statements per 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 the company’s economic benefits. 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 amortisation expense, acquisition, integration and separation expense, gain or losses in business divestitures, business transformation activities, facilities exit charges, and 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.
