8-K

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): May 26, 2010

Commission file number 001-16111

GLOBAL PAYMENTS INC.

(Exact name of registrant as specified in charter)

Georgia	58-2567903
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10 Glenlake Parkway, North Tower, Atlanta, Georgia	30328-3473
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 829-8000

NONE

(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):

¨ 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 2.01 Completion of Acquisition or Disposition of Assets.

On May 26, 2010, Global Payments Inc. (the “Company”), completed the disposition of the Company’s DolEx and Europhil-branded money transfer business to an affiliate of Palladium Equity Partners, LLC. Under the terms of the Agreement, the Company received proceeds of $85 million.

The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement filed as Exhibit 10.1 to the Company’s Form 8-K filed on November 18, 2009 which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(b) Pro forma financial information

The unaudited pro forma consolidated statements of income for the years ended May 31, 2009, 2008, and 2007 reflect the adjustment for the disposition of the money transfer business and are attached hereto as Exhibit 99.2.

(d) Exhibits

Exhibit Number	Description
99.1	Press release dated of May 26, 2010
99.2	Unaudited pro forma financial information

2

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.

	Global Payments Inc.         (Registrant)
Date: May 28, 2010	By:	/s/ David E. Mangum
		David E. Mangum
		Chief Financial Officer

EX-99.1

Exhibit 99.1

For Global Payments

Investor Relations Contact: Jane M. Elliott

770 829-8234 Voice

investor.relations@globalpay.com

Media Relations Contact: Phyllis McNeill

770 829-8245 Voice

phyllis.mcneill@globalpay.com

For Palladium Equity Partners

Media Relations Contacts: David Lilly and Lyndsey Estin

Kekst and Company

212-521-4800 Voice

Global Payments Completes Sale of its Money Transfer Businesses

Atlanta May 26, 2010 – Global Payments Inc. (NYSE: GPN), a leading provider of electronic transaction processing solutions, announced today that it has completed the divestiture of its DolEx- and Europhil-branded money transfer businesses to an affiliate of Palladium Equity Partners, LLC.

Under the terms of the agreement, Global Payments will receive proceeds of $85 million. The company will provide more details on final divestiture accounting during its year-end earnings call in July.

Global Payments’ Chairman and Chief Executive Officer, Paul R. Garcia, said, “This transaction allows us to focus exclusively on our ongoing strategy of expanding our merchant acquiring presence around the world, and as such, we intend to reinvest the sale proceeds in future merchant acquiring growth opportunities.”

David Perez, a Managing Director of Palladium Equity Partners, said, “We look forward to working with the management team at Dolex/Europhil to continue to grow and build the company.”

Global Payments Inc. (NYSE:GPN) is a leading provider of electronic transaction processing services for merchants, Independent Sales Organizations (ISOs), financial institutions, government agencies and multi-national corporations located throughout the United States, Canada, Europe, and the Asia-Pacific region. Global Payments, a Fortune 1000 company, offers a comprehensive line of processing solutions for credit and debit cards, business-to-business purchasing cards, gift cards, electronic check conversion and check guarantee, verification and recovery including electronic check services, as well as terminal management. Visit www.globalpaymentsinc.com for more information about the company and its services.

(More)

Global Payments Completes Sale of its Money Transfer Businesses

May 26, 2010

Page 2

Palladium Equity Partners, LLC, along with its affiliates (“Palladium”) targets investments in business services companies as well as in financial services, consumer/retail, food/restaurants, healthcare, manufacturing and media businesses. Palladium has a focus on companies that are well-positioned to capitalize on the fast-growing U.S. Hispanic market. The principals of Palladium have directed investments of over $2.0 billion of equity in more than 60 portfolio companies over the last two decades. For more information about Palladium, please visit www.palladiumequity.com.

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EX-99.2

Exhibit 99.2

GLOBAL PAYMENTS INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	Year Ended May 31, 2009
	Global Payments Inc. (Historical)			Money Transfer (Disposed Entity)			Pro Forma
Revenues	$	1,601,524		$	139,218		$	1,462,306
Operating expenses:
Cost of service		598,785			93,930			504,855
Sales, general and administrative		693,646			28,741			664,905
Impairment, restructuring and other		147,664			147,664			—
		1,440,095			270,335			1,169,760
Operating income		161,429			(131,117	)		292,546
Other income (expense):
Interest and other income		7,263			258			7,005
Interest and other expense		(7,265	)		17			(7,282	)
		(2	)		275			(277	)
Income from continuing operations before income taxes		161,427			(130,842	)		292,269
Provision for income taxes, net		(87,249	)		(1,997	)		(85,252	)
Income from continuing operations including noncontrolling interests		74,178			(132,839	)		207,017
Less: Net income attributable to noncontrolling interests, net of tax		(36,961	)		—			(36,961	)
Income from continuing operations attributable to Global Payments	$	37,217		$	(132,839	)	$	170,056
Earnings per share attributable to Global Payments:
Basic earnings per share from continuing operations attributable to Global Payments	$	0.46		$	(1.66	)	$	2.12
Diluted earnings per share from continuing operations attributable to Global Payments	$	0.46		$	(1.64	)	$	2.10
Weighted average shares outstanding1:
Basic		80,160			80,160			80,160
Diluted		81,049			81,049			81,049

¹ Pursuant to the retrospective adoption of FASB guidance on participating securities (ASC 260-10-45-40), basic and diluted weighted average shares outstanding have been increased by 442 and 57, respectively for the year ended May 31, 2009.

GLOBAL PAYMENTS INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	Year Ended May 31, 2008
	Global Payments Inc. (Historical)			Money Transfer (Disposed Entity)			Pro Forma
Revenues	$	1,274,229		$	143,621		$	1,130,608
Operating expenses:
Cost of service		475,612			99,795			375,817
Sales, general and administrative		545,941			30,190			515,751
Impairment, restructuring and other		1,317			—			1,317
		1,022,870			129,985			892,885
Operating income		251,359			13,636			237,723
Other income (expense):
Interest and other income		18,210			630			17,580
Interest and other expense		(8,166	)		378			(8,544	)
		10,044			1,008			9,036
Income from continuing operations before income taxes		261,403			14,644			246,759
Provision for income taxes, net		(90,588	)		(5,027	)		(85,561	)
Income from continuing operations including noncontrolling interests		170,815			9,617			161,198
Less: Net income attributable to noncontrolling interests, net of tax		(8,061	)		—			(8,061	)
Income from continuing operations attributable to Global Payments	$	162,754		$	9,617		$	153,137
Earnings per share attributable to Global Payments:
Basic earnings per share from continuing operations attributable to Global Payments	$	2.04		$	0.12		$	1.92
Diluted earnings per share from continuing operations attributable to Global Payments	$	2.01		$	0.12		$	1.89
Weighted average shares outstanding1:
Basic		79,765			79,765			79,765
Diluted		81,136			81,136			81,136

¹ Pursuant to the retrospective adoption of FASB guidance on participating securities (ASC 260-10-45-40), basic and diluted weighted average shares outstanding have been increased by 247 and 157, respectively for the year ended May 31, 2008.

GLOBAL PAYMENTS INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	Year Ended May 31, 2007
	Global Payments Inc. (Historical)			Money Transfer (Disposed Entity)			Pro Forma
Revenues	$	1,061,523		$	132,381		$	929,142
Operating expenses:
Cost of service		414,837			89,659			325,178
Sales, general and administrative		425,509			28,246			397,263
Impairment, restructuring and other		3,088			—			3,088
		843,434			117,905			725,529
Operating income		218,089			14,476			203,613
Other income (expense):
Interest and other income		16,706			690			16,016
Interest and other expense		(8,464	)		385			(8,849	)
		8,242			1,075			7,167
Income from continuing operations before income taxes		226,331			15,551			210,780
Provision for income taxes, net		(73,436	)		(5,391	)		(68,045	)
Income from continuing operations including noncontrolling interests		152,895			10,160			142,735
Less: Net income attributable to noncontrolling interests, net of tax		(9,910	)		—			(9,910	)
Income from continuing operations attributable to Global Payments	$	142,985		$	10,160		$	132,825
Earnings per share attributable to Global Payments:
Basic earnings per share from continuing operations attributable to Global Payments	$	1.78		$	0.13		$	1.65
Diluted earnings per share from continuing operations attributable to Global Payments	$	1.75		$	0.12		$	1.62
Weighted average shares outstanding1:
Basic		80,394			80,394			80,394
Diluted		81,888			81,888			81,888

¹ Pursuant to the retrospective adoption of FASB guidance on participating securities (ASC 260-10-45-40), basic and diluted weighted average shares outstanding have been increased by 165 and 66, respectively for the year ended May 31, 2007.