ACQUISITIONS (Tables)

7 Months Ended

Dec. 31, 2016

Business Acquisition, Pro Forma Information

The following unaudited pro forma information shows the results of our operations for the fiscal year ended May 31, 2014 as if the PayPros acquisition had occurred June 1, 2012. The unaudited pro forma information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisition had been made as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of the acquired business.



	Year Ended May 31,
	Unaudited
	2014		2014
	(Actual)		(Pro forma)

	(in thousands)
Total revenues	$	2,554,236	$	2,628,547
Net income attributable to Global Payments	$	245,286	$	241,272



	Year Ended May 31,
	(Unaudited)
	2016		2016		2015		2015
	(Actual)		(Pro forma)		(Actual)		(Pro forma)

	(in thousands)
Total revenues	$	2,898,150	$	3,870,368	$	2,773,718	$	3,668,851
Net income attributable to Global Payments	$	271,666	$	212,511	$	278,040	$	149,900

Heartland Payment Systems, Inc

Business Acquisition [Line Items]

Business Combination, Consideration Transferred

The following table summarizes the cash and non cash components of the consideration transferred on April 22, 2016 (in thousands):



Cash consideration paid to Heartland stockholders	$	2,043,362
Fair value of Global Payments common stock issued to Heartland stockholders	1,879,458
Total purchase consideration	$	3,922,820

Business Combination, Stock Consideration Transferred

The merger date fair value of common stock issued to Heartland stockholders and equity award holders was determined based on 38.4 million shares of Heartland common stock, including common stock outstanding and equity awards for which vesting accelerated in accordance with the Merger Agreement, multiplied by the exchange ratio of 0.6687 and the closing share price of Global Payments common stock as of April 22, 2016 of $73.29 per share, as shown in the table below (in thousands, except share data):



Shares of Heartland common stock	38,350
Exchange ratio	0.6687
Shares of Global Payments common stock issued	25,645
Price per share of Global Payments common stock	$	73.29
Fair value of Global Payments common stock issued to Heartland stockholders	$	1,879,458

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following reflects the estimated fair values of the identified intangible assets and the respective weighted-average estimated amortization periods:



	Estimated Fair Values		Estimated Weighted-Average Amortization Periods

	(in thousands)		(years)
Customer-related intangible assets	$	977,400	15
Acquired technology	457,000		5
Trademarks and trade names	176,000		7
Covenants-not-to-compete	28,640		1
Total estimated acquired intangible assets	$	1,639,040	11

The estimated provisional acquisition-date fair values of major classes of assets acquired and liabilities assumed as originally reported as of May 31, 2016 and as subsequently revised during the 2016 fiscal transition period for measurement period adjustments, including a reconciliation to the total purchase consideration, are as follows:



	May 31, 2016			Measurement Period Adjustments			December 31, 2016

	(in thousands)
Cash and cash equivalents	$	304,747		$	—		$	304,747
Accounts receivable	68,548			1,837			70,385
Prepaid expenses and other assets	106,450			(3,360		)	103,090
Identified intangible assets	1,639,040			—			1,639,040
Property and equipment	112,222			(5,639		)	106,583
Debt	(437,933		)	—			(437,933		)
Accounts payable and accrued liabilities	(453,550		)	(4,213		)	(457,763		)
Settlement processing obligations	(20,978		)	(15,600		)	(36,578		)
Deferred income taxes	(553,432		)	34,638			(518,794		)
Other liabilities	(58,542		)	(6,396		)	(64,938		)
Total identifiable net assets	706,572			1,267			707,839
Goodwill	3,216,248			(1,267		)	3,214,981
Total purchase consideration	$	3,922,820		$	—		$	3,922,820

FIS Gaming Business

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as provisionally determined at the acquisition date and as subsequently revised for measurement period adjustments, including a reconciliation to the total purchase consideration, are as follows:



	As Provisionally Determined			Measurement Period Adjustments			As Revised
	(in thousands)
Customer-related intangible assets	$	135,200		$	8,200		$	143,400
Liabilities	(150		)	—			(150		)
Total identifiable net assets	135,050			8,200			143,250
Goodwill	102,450			(8,200		)	94,250
Total purchase consideration	$	237,500		$	—		$	237,500

Realex Payments

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The estimated acquisition date fair values of the assets acquired, liabilities assumed and the noncontrolling interest, including a reconciliation to the total purchase consideration, are as follows (in thousands):



Cash	$	4,082
Customer-related intangible assets	16,079
Acquired technology	39,820
Trade name	3,453
Other intangible assets	399
Other assets	6,213
Liabilities	(3,479		)
Deferred income tax liabilities	(7,216		)
Total identifiable net assets	59,351
Goodwill	66,809
Noncontrolling interest	(7,280		)
Total purchase consideration	$	118,880

Ezidebit

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, are as follows (in thousands):



Cash	$	45,826
Customer-related intangible assets	42,721
Acquired technology	27,954
Trade name	2,901
Other assets	2,337
Deferred income tax assets (liabilities)	(9,788		)
Other liabilities	(49,797		)
Total identifiable net assets	62,154
Goodwill	203,828
Total purchase consideration	$	265,982

PayPros

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands):



Property and equipment	$	1,680
Customer-related intangible assets	147,500
Contract-based intangible assets	30,200
Acquired technology	10,800
Other assets	3,872
Deferred income tax liabilities	(38,478		)
Total identifiable net assets	155,574
Goodwill	270,878
Total purchase consideration	$	426,452