SecProbe.io

Mail Stop 3561
March 4, 2016

Jeffrey S. Sloan
Chief Executive Officer
Global Payments  Inc.
10 Glenlake Parkway, North Tower
Atlanta, Georgia 30328

Re: Global Payments Inc.
  Registration Statement on Form S-4
Filed  February  5, 2016
  File No.  333-209419

Dear Mr. Sloan :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. We remind you of the requirements to update your financial statements and related
disclosures throughout the filing to comply with Rule 3 -12 of Regulation S -X.  In this
regard, please incorporate by reference the  most recently filed financial statements for
Heartland Payment Systems , Inc.

Cover Page

2. Please disclose that voting stockholders will not know the combination of share and cash
consideration to be received prior to voting at the stockholder meeting.

Jeffrey S. Sloan
Global Payments Inc .
March 4, 2016
Page 2

 Summary

Merger Consideration, page 11

3. Please revise to indicate the anticipated time that will lapse between the shareholder vote
and the closing of the merger.

4. Disclose here, as you do in the Risk Factor section, the expected numb er of shares to be
issued to investors , based upon currently outstanding share amounts.

5. Please tell us if you anticipate any additional issuances of shares.  In this regard, it
appears that additional issuances of shares have occurred since you entered into the
merger agreement in December 2015.  For example, we note that the number of
Heartland ’s outstanding shares referenced in the footnote s to the fee table, as of February
2, 2016, is different from that on the Annual Report on Form 10 -K for the fiscal year
ended December 31, 2015, which provides the outstandin g shares as of February 24,
2016.

Information About the Special Meeting

Solicitation of Proxies, page 38

6. We note that you may employ various methods to solicit proxies, including by  telephone,
facsimile, email or in person.  Be advised that all written soliciting materials, including
any e -mails or scripts to be used in soliciting proxies over the telephone or any other
medium, must be filed under the cover of Schedule 14A on the date of first use.  Refer to
Rule 14a -6(b) and (c) of the Securities  Exchange Act .  Please confirm your
understanding.

Proposal 1: The Mergers

Background of the Mergers, page 41

7. Please discuss the reasons for and negotiations behind management’s decision regarding
the valuation and form of consideration for the merger, including whether any
alternatives to the cash and stock offer were considered and why such alternatives were
not pursued.

8. We note your disclosure regarding the meetings in December 2015 during which
potential financing plans were discussed .  Please provide more detail  regarding any
discussions related to the indebtedness that will be assumed and the financing agreements
necessary to complete the merger.

Jeffrey S. Sloan
Global Payments Inc .
March 4, 2016
Page 3

 9. Please clarify how the terms changed from the initial draft agreement to the final
agreement.  In this regard , we note your disclosure on page 42 that a draft merger
agreement was delivered in early December and that “the parties and their counsel
subsequently had regular discussions on the terms of the draft agreement.”

10. Please discuss the “strategic alternative s” contemplated by the Heartland Board and the
reasons against pursuing any particular alternative.  In this regard, we note the fourth
bullet point on page 45 stating that the Heartland Board believes the merger is the best
option compared to the other st rategic alternatives available to Heartland.

Opinion of Greenhill & Co., LLC, page 47

11. Please provide us with copies of all board books and other materials prepared by the
financial advisors  and shared with the boards of directors and their representatives.

12. We note your disclosure on page 41 that FT Partners served as one of Heartland’s
financial advisors in this transaction.  If FT Partners provided any report, opinion or
appraisal, please provide the information required under Item 4(b) of Form S -4 and Item
1015(b) of Regulation M -A.

Discou nted Cash Flow Analysis, page 5 3

13. We note the description of the discounted cash flow analysis prepared by Greenhill.  We
further note that Greenhill re lied on projections provided by Global Payments when
preparing the discounted cash flow analysis.  Please revise your description of the
discounted cash flo w analysis to disclose the se projections.

Financing, page 62

14. Please expand your discussion to include a description of the significant terms of your
financing commitments, including the use of financing commitments to  repay certain of
Heartland’s indebtedness, as disclosed in your Risk Factor section on page 32.  Also file
as an exhibit the debt commitment letter mentioned in this section.

Litigation Related to the Mergers, page 64

15. Please provide any material updates regarding the pending class action suit that is
challenging the merger.

The Merger Agreement, page 66

16. We note your statements in the second sentence of the second paragraph and the first
sentence of the third paragraph.  Please revise this section to remove any statements that
inappropriately imply that readers should not rely on the representations, warrant ies and

Jeffrey S. Sloan
Global Payments Inc .
March 4, 2016
Page 4

 covenants d escribed in this s ection and  in the merger agreement .  Further, please clarify
that you will provide additional  disclosure in your public reports to the extent that you are
or become aware of the  existence of any material facts that are required to be disclosed
under federal securities  law and that might otherwise contradict the representations and
warranties contained in  the agreement and will update such disclosure as required by
federal securities laws.

Where You Can Find More Inf ormation

Documents Incorporated by Reference, page 125

17. Please revise this section to expressly incorporate by reference Global Payment’s Current
Report on Form 8 -K filed on March 1, 2016 and Heartland’s Annual Report on Form 10 -
K filed on February 29, 2016 .  In addition, you may wish to consider the guidance in
Question 123.05 of our Compliance and Disclosure Interpretations for Securities Act
Forms .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are  responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the co mpany
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow

Jeffrey S. Sloan
Global Payments Inc .
March 4, 2016
Page 5

 adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Daniel Porco, Staff Attorney,  at (202) 551 -3477 , Jennifer L ópez, Staff
Attorney, at (202) 551 -3792 or  me at (202) 551 -3720  with any other questions.

Sincerely,

/s/ Jennifer López for

 Mara L. Ransom
Assistant Director
Office of Consumer Products