SEC Division of Corporation Finance no-action letter: Global Payments, Inc.

September 21, 2018
Mark J. Stein
Simpson Thatcher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Re: In the Matter of Heartland Payment Systems, Inc.
Global Payments, Inc. – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act of 1933 Dear Mr. Stein:
This is in response to your letter dated September 6, 2018, written on behalf of Global Payments, Inc. (“Global Payments”) and constituting an application for relief from Global Payments being considered an “ineligible issuer” under clause (1)(vi) of the definition of ineligible issuer in Rule 405 of the Securities Act of 1933 (“Securities Act”). Global Payments requests relief from being considered an ineligible issuer under Rule 405, due to the entry on September 21, 2018 of a Commission Order (“Order”) pursuant to Section 8A of the Securities Act against Heartland Payment Systems, Inc. (“Heartland”). The Order requires that, among other things, Heartland cease and desist from committing or causing any violations and any future violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act. Based on the facts and representations in your letter, and assuming Heartland complies with the Order, we have determined that Global Payments has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 and that Global Payments will not be considered an ineligible issuer by reason of the entry of the Order. Accordingly, the relief described above from Global Payments being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts from those represented or failure to comply with the terms of the Order would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Tim Henseler Chief, Office of Enforcement Liaison Division of Corporation Finance