Fidelity National Information Services, FIS™, (NYSE:FIS) (the
“Company” or “FIS”) today announced the pricing terms of its
previously-announced cash tender offers (the “Offers”) for up to
$2.0 billion aggregate principal amount (the “Maximum Tender
Amount”) of the debt securities identified in the table below
(collectively, the “Notes”). The terms and conditions of the Offers
are described in the Offer to Purchase dated June 26, 2017 (the
“Offer to Purchase”).
The Total Consideration (as defined in the Offer to Purchase)
for each series of Notes is based on the applicable reference yield
plus the applicable fixed spread, in each case as set forth in the
table below, and is payable to holders of the Notes who validly
tendered and do not validly withdraw their Notes at or prior to 5
p.m., New York City time, on July 10, 2017 (the “Early Tender
Deadline”) and whose Notes are accepted for purchase by the
Company. The reference yields listed in the table were determined
at 11 a.m., New York City time, today, July 10, 2017 by the Dealer
Managers for the Tender Offer (identified below) upon the terms and
subject to the conditions set forth in the Offer to Purchase. The
Total Consideration for each series of Notes includes an early
tender premium of $30 per $1,000 principal amount of Notes accepted
for purchase by the Company (the “Early Tender Payment”).
In addition to the applicable Total Consideration, payment for
Notes purchased will include accrued and unpaid interest, rounded
to the nearest cent from the last interest payment date applicable
to the relevant series of Notes up to, but not including, the
Settlement Date (as defined below).
Title of Notes CUSIP Number
Tender Cap(1)
AcceptancePriority Level
Reference U.S.Treasury
Security
Reference Yield Fixed Spread Total
Consideration(2)
3.625% SeniorNotes due 2020
31620MAP1 $600,000,000 1 1.500% UST due June 15, 2020 1.574% 45 bps
$1,048.44
5.000% SeniorNotes due 2025
31620MAR7 $350,000,000 2 2.375% UST due May 15, 2027 2.375% 87 bps
$1,122.40
4.500% SeniorNotes due 2022
31620MAQ9 $200,000,000 3 1.750% UST due May 31, 2022 1.925% 68 bps
$1,089.21
3.875% SeniorNotes due 2024
31620MAM8 $300,000,000 4 2.375% UST due May 15, 2027 2.375% 53 bps
$1,057.97
3.500% SeniorNotes due 2023
31620MAK2 $300,000,000 5 1.750% UST due May 31, 2022 1.925% 75 bps
$1,041.74
2.850% SeniorNotes due 2018
31620MAN6 N/A 6 0.875% UST due October 15, 2018 1.322% 30 bps
$1,014.79
(1) The Tender Cap for each
series represents the maximum aggregate principal amount of the
applicable series of Notes that will be accepted for purchase.
There will be no limit on the aggregate principal amount of the
Notes with priority level 6 that may be purchased in the Tender
Offers.
(2) Per $1,000 principal amount
of the applicable series of Notes tendered at or prior to the Early
Tender Deadline and accepted for purchase. The Total Consideration
includes the Early Tender Payment.
The Tender Offers are being made upon, and are subject to, the
terms and conditions set forth in the Offer to Purchase. The Tender
Offers will expire at 11:59 p.m., New York City time, on July 24,
2017, unless extended (the “Expiration Time”), or earlier
terminated by FIS. Tenders of Notes may be withdrawn at any time at
or prior to 5:00 p.m., New York City time, on July 10, 2017, but
may not be withdrawn thereafter except in certain limited
circumstances where additional withdrawal rights are required by
law. The settlement date for Notes that are validly tendered at or
prior to the Expiration Time is expected to be July 25, 2017, the
first business day after the Expiration Time (the “Settlement
Date”).
FIS reserves the right, subject to applicable law, to: (i)
terminate the Tender Offers and return the tendered Notes; (ii)
waive all unsatisfied conditions and accept for payment and
purchase the Notes that have been validly tendered; (iii) extend
the Tender Offers and continue to hold Notes that have been validly
tendered during the period for which the Tender Offers are
extended; (iv) increase or decrease the Maximum Tender Amount or
any of the Tender Caps, in each case, without extending or
reinstating withdrawal rights; or (v) amend the Tender Offers. The
Tender Offers are not conditioned on any minimum amount of Notes
being validly tendered.
FIS has retained Barclays Capital Inc., J.P. Morgan Securities
LLC and BofA Merrill Lynch as Dealer Managers. D.F. King & Co,
Inc. is the Tender and Information Agent. For additional
information regarding the terms of the Tender Offers, please
contact: Barclays Capital Inc. at (800) 438-3242 (toll free) or
(212) 528-7581 (collect), J.P. Morgan Securities LLC at (866)
834-4666 (toll free) or (212) 834-3424 (collect) or BofA Merrill
Lynch at (888) 292-0070 (toll free) or (980) 387-3907 (collect).
Requests for documents and questions regarding the tendering of
securities may be directed to D.F. King & Co., Inc. by
telephone at (212) 269-5550 (for banks and brokers only) or (800)
791-3320 (for all others toll-free), by email at fis@dfking.com or
to the Dealer Managers at their respective telephone numbers.
This press release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Tender Offers are being made only pursuant to the Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law.
About FIS
FIS is a global leader in financial services technology, with a
focus on retail and institutional banking, payments, asset and
wealth management, risk and compliance, consulting, and outsourcing
solutions. Through the depth and breadth of our solutions
portfolio, global capabilities and domain expertise, FIS serves
more than 20,000 clients in over 130 countries. Headquartered in
Jacksonville, Fla., FIS employs more than 57,000 people worldwide
and holds leadership positions in payment processing, financial
software and banking solutions. Providing software, services and
outsourcing of the technology that empowers the financial world,
FIS is a Fortune 500 company and is a member of Standard &
Poor’s 500® Index.
Forward-looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements are based on current
expectations, forecasts and assumptions that involve risks and
uncertainties and on information available us as of the date
hereof. FIS’ actual results could differ materially from those
stated or implied, due to risks and uncertainties associated with
its business, which include, but are not limited to, the risks
related to the acceptance of any tendered Notes, the expiration and
settlement of the Tender Offers, the satisfaction of conditions to
the Tender Offers, whether the Tender Offers will be consummated in
accordance with the terms set forth in the Offer to Purchase or at
all and the timing of any of the foregoing, and other risks
detailed in our filings with the Securities and Exchange Commission
(SEC), including the “Risk Factors” section of our Annual Report on
Form 10-K for the year ended December 31, 2016, and subsequent SEC
filings. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. FIS
undertakes no obligation to publicly update or revise any
forward-looking statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20170710006081/en/
Fidelity National Information ServicesKim Snider,
904.438.6278Senior Vice PresidentFIS Global Marketing and
Communicationskim.snider@fisglobal.comorPeter Gunnlaugsson,
904.438.6603Senior Vice PresidentFIS Investor
Relationspeter.gunnlaugsson@fisglobal.com
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