8-K

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): April 1, 2016

Total System Services, Inc.

(Exact name of Registrant as Specified in its Charter)

Georgia	1-10254	58-1493818
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS 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 (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.

Stock Purchase Agreement

On April 1, 2016, Total System Services, Inc., a Georgia corporation (the “Company”), completed its previously announced acquisition of TransFirst Holdings Corp., a Delaware corporation (“TransFirst”). Pursuant to, and subject to the terms and conditions of, a Stock Purchase Agreement (the “Purchase Agreement”), dated January 26, 2016, by and among the Company, Vista Equity Partners Fund V, L.P, a Delaware limited partnership (“Fund V”), Vista Equity Partners Fund V-A, L.P., a Cayman Islands limited partnership (“Fund V-A”), Vista Equity Partners Fund V-B, L.P., a Cayman Islands limited partnership (“Fund V-B”), Vista Equity Partners Fund V Executive, L.P., a Delaware limited partnership (“Fund V Executive”), VEPF V FAF, L.P., a Delaware limited partnership (“VEPF V”), Vista Equity Associates, LLC, a Delaware limited liability company (“Associates LLC” and, together with Fund V, Fund V-A, Fund V-B, Fund V Executive and VEPF V, the “Sellers”), and TransFirst, the Company acquired all of the outstanding capital stock of TransFirst from the Sellers for an aggregate purchase price of $2.35 billion in cash less net indebtedness of TransFirst as of the closing and subject to certain working capital and other adjustments, as described in the Purchase Agreement.

The Company funded the cash consideration, the pay-off of certain TransFirst indebtedness and the payment of transaction-related expenses through a combination of cash-on-hand and proceeds from debt financings, including proceeds drawn under the Company’s Credit Agreement, dated February 23, 2016, and the proceeds from an issuance 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, which together included proceeds of approximately $2.36 billion.

The foregoing description of the Purchase Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 27, 2016, and is incorporated herein by reference.

Item 8.01 Other Events.

On April 1, 2016, the Company issued a press release announcing the completion of the acquisition of TransFirst, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

a) Financial Statements of Business Acquired.

The audited consolidated financial statements of TransFirst Holdings Corp. and Subsidiaries (“Successor”), including the consolidated balance sheets as of December 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive (loss), changes in stockholders’ equity, and cash flows for the year ended December 31, 2015 and the period from November 12, 2014 to December 31, 2014, as well as the accompanying consolidated statements of operations and comprehensive income, changes in redeemable participating preferred stock, and stockholders’ deficit and cash flows of TransFirst Inc. and Subsidiaries (the “Predecessor”) for the period from January 1, 2014 to November 11, 2014 and for the year ended December 31, 2013, and the reports of independent registered public accounting firms related thereto, filed by the Company as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 9, 2016, are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information, comprised of a pro forma condensed combined balance sheet as of December 31, 2015, and pro forma condensed combined statements of income for the year ended December 31, 2015, and the related notes, filed by the Company as Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 9, 2016, are incorporated herein by reference.

(d) Exhibits:

Exhibit No.	Description
2.1	Stock Purchase Agreement, dated January 26, 2016, by and among Total System Services, Inc., Vista Equity Partners Fund V, L.P., Vista Equity Partners Fund V-A, L.P., Vista Equity Partners Fund V-B, L.P., Vista Equity Partners Fund V Executive, L.P., VEPF V FAF, L.P., Vista Equity Associates, LLC, and TransFirst Holdings Corp (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2016).
99.1	Press Release dated April 1, 2016.
99.2	Audited consolidated financial statements of TransFirst Inc. and Subsidiaries for the year ended December 31, 2013 as well as the period from January 1, 2014 to November 11, 2014 (Predecessor), TransFirst Holdings Corp. and Subsidiaries as of December 31, 2014 and December 31, 2015 and for the period from November 12, 2014 to December 31, 2014, and for the year ended December 31, 2015 (Successor) (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 9, 2016).
99.3	Unaudited Pro Forma Condensed Combined Financial Information as of December 31, 2015 and for the year ended December 31, 2015 (incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 9, 2016).

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.
	By:	/s/ Kathleen Moates
		Kathleen Moates
Date: April 1, 2016		Senior Deputy General Counsel

EXHIBIT INDEX

Exhibit No.	Description
2.1	Stock Purchase Agreement, dated January 26, 2016, by and among Total System Services, Inc., Vista Equity Partners Fund V, L.P., Vista Equity Partners Fund V-A, L.P., Vista Equity Partners Fund V-B, L.P., Vista Equity Partners Fund V Executive, L.P., VEPF V FAF, L.P., Vista Equity Associates, LLC, and TransFirst Holdings Corp (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2016).
99.1	Press Release dated April 1, 2016.
99.2	Audited consolidated financial statements of TransFirst Inc. and Subsidiaries for the year ended December 31, 2013 as well as the period from January 1, 2014 to November 11, 2014 (Predecessor), TransFirst Holdings Corp. and Subsidiaries as of December 31, 2014 and December 31, 2015 and for the period from November 12, 2014 to December 31, 2014, and for the year ended December 31, 2015 (Successor) (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 9, 2016).
99.3	Unaudited Pro Forma Condensed Combined Financial Information as of December 31, 2015 and for the year ended December 31, 2015 (incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 9, 2016).

EX-99.1

Exhibit 99.1

Total System Services, Inc. One TSYS Way P.O. Box 2567 Columbus, GA 31902-2567 +1.706.649.2307 +1.706.649.5740 www.tsys.com

For immediate release:

Contacts:

Cyle Mims TSYS Media Relations +1.706.644.3110 cylemims@tsys.com Shawn Roberts TSYS Investor Relations +1.706.644.6081 shawnroberts@tsys.com

TSYS Completes Acquisition of TransFirst

COLUMBUS, Ga., April 1, 2016 — TSYS (NYSE: TSS) today announced it has completed its acquisition of TransFirst, a leading U.S. merchant solutions provider. TransFirst and TSYS’ existing merchant businesses will be combined under the TSYS brand to create the 6^th largest merchant acquirer in the U.S. based on revenue and the 3^rd largest integrated payments provider in the U.S. TransFirst’s president and chief executive officer, John Shlonsky, has been elected as Senior Executive Vice President of TSYS, and will lead the combined businesses reporting to Pam Joseph, president and chief operating officer-elect of TSYS.

TransFirst is a market leader with its partner-centric distribution model supporting more than 1,300 integrated technology and referral partners in strategically attractive areas that include integrated software vendors (ISVs), healthcare, not-for-profit, referral banks, associations and e-commerce.

The combined businesses serve some 645,000 merchant outlets in the U.S. with approximately $117 billion in transaction volume. The business will continue its focus on the large and growing small and medium size business (SMB) market, enhancing TSYS’ offering and position in the high-growth areas of integrated payments, e-commerce and omni-channel services.

“The acquisition of TransFirst, gives us the technology, scale, and distribution capabilities that propel us to a leadership position within merchant acquiring similar to the scale and strength we have in issuer processing and prepaid program management. Our position and strength in these three key areas of payments further diversifies our business and makes TSYS unique among its peers,” said M. Troy Woods, chairman, president and chief executive officer, TSYS. “We are excited to have John and his team on board, and believe the growth and expansion of services to the business community will drive long-term shareholder value.”

“Moving forward from the excitement of this day, and becoming a part of TSYS, our mission is to leverage our joint capabilities and products seamlessly, so our customers are able to rely on just one provider for their processing services,” said John Shlonsky, president and chief executive officer, TransFirst. “We will combine automation and technology to support an integrated platform to deliver relevant products and solutions to our partners and merchants — not just process transactions.”

TransFirst previously operated as a privately held company, under the ownership of Vista Equity Partners.

—more—

2016

TSYS Completes Acquisition of TransFirst/p. 2

“We are delighted that with John’s continued leadership, the technology, scalability and talent that TransFirst is bringing to TSYS will be integrated to drive further innovation and leadership in the industry,” said Robert F. Smith, founder, chairman and chief executive officer of Vista Equity Partners.

Additional details about the acquisition, as well as revised 2016 guidance for TSYS, will be discussed on the company’s first-quarter analyst call on April 26, 2016.

About TSYS

TSYS^® (NYSE: TSS) unlocks opportunities in payments for payment providers, businesses and consumers. Our headquarters are in Columbus, Georgia, USA, and we operate in more than 80 countries with local offices across the Americas, EMEA and Asia-Pacific.

We provide seamless, secure and innovative solutions across the payments spectrum — from issuer processing and merchant acquiring to prepaid program management — delivered through partnership and expertise. We succeed because we put people, and their needs, at the heart of every decision. It’s an approach we call ‘People-Centered Payments^®’.

Our industry is changing every day — and we’re leading the way towards the payments of tomorrow. We routinely post all important information on our website. For more, visit us at tsys.com.

About Vista Equity Partners

Vista Equity Partners is a U.S.-based investment firm with offices in Austin, Chicago and San Francisco, with more than $20 billion in cumulative capital commitments. It currently invests in software, data and technology-based organizations led by world-class management teams with long-term perspective. Vista is a value-added investor, contributing professional expertise and multi-level support that enables companies to realize their full potential. Vista’s investment approach is anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions and proven management techniques that yield flexibility and opportunity in private equity investing. For more information, please visit www.vistaequitypartners.com.

—more—

2016

TSYS Completes Acquisition of TransFirst/p. 3

Forward Looking Statements

This press release contains “forward-looking statements” — that is, statements related to future, not past, events. Forward-looking statements often address our expected future business and financial performance and often contain words such as “expect,” “anticipate,” “intend,” “believe,” “should,” “plan,” “potential,” “will,” “could,” and similar expressions. Forward-looking statements in this press release include, among others, statements about TSYS’ belief that the acquisition of TransFirst will drive long-term shareholder value. These statements are based on the current beliefs and expectations of TSYS’ management and are subject to known and unknown risks and uncertainties. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Actual results may differ materially from those contemplated by these forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by the forward-looking statements, including our ability to achieve expected synergies and successfully complete the integration of TransFirst, and the other risks and uncertainties discussed in TSYS’ filings with the SEC, including its 2015 Annual Report on Form 10-K. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise.

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2016