- $2 billion of Senior Notes at a
weighted average coupon of approximately 4% expected to be
purchased
- Interest expense savings of
approximately $25 million in 2017 and $60 million in 2018
- Total interest expense savings of
approximately $400 million over the next eight years
Fidelity National Information Services, FIS™, (NYSE:FIS) (the
“Company” or “FIS”) today announced that, pursuant to its
previously-announced cash tender offers (the “Offers”) for the debt
securities identified in the table below (collectively, the
“Notes”), more than $3.6 billion in aggregate principal amount of
Notes were validly tendered and not validly withdrawn on or prior
to 5:00 p.m., New York City time, July 10, 2017 (the “Early Tender
Deadline”). The Company also announced that it is increasing
certain of the Tender Caps as set forth in the table below. The
terms and conditions of the Offers are described in the Offer to
Purchase dated June 26, 2017 (the “Offer to Purchase”), and remain
unchanged (including the $2 billion Maximum Tender Amount) except
as amended hereby.
The Company expects to fund the tender with proceeds from its
inaugural European bond issuance, completed yesterday, together
with borrowings under its revolving credit facility. The Company
was able optimize its capital structure by utilizing its assets and
cash flows in Europe to issue debt in favorable market conditions;
the new Eurobonds consist of €500 million of 0.400% Senior Notes
due 2021, £300 million of 1.700% Senior Notes due 2022 and €500
million of 1.100% Senior Notes due 2024. The weighted average
coupon of the new debt is less than 1%. Assuming the satisfaction
or waiver of the conditions to the Tender Offers and the acceptance
for purchase of Notes in accordance with the revised Tender Caps
shown below, the combination of the Tender Offers and the new debt
issuance will result in total interest expense savings of
approximately $400 million over the next eight years, including
approximately $25 million in 2017 and $60 million in 2018. The
Company expects to incur approximately $150 million in tender
premiums to par applicable to the Notes expected to be accepted for
purchase in the Offers.
The following table sets forth certain information regarding the
Notes and the Offers, including the aggregate principal amount of
each series of Notes that was validly tendered and not validly
withdrawn on or prior to the Early Tender Deadline:
Principal Amount Outstanding Prior to
Original Tender Revised Tender
Acceptance Priority Aggregate Principal Amount
Title of Notes CUSIP Number Offers
Cap((1)) Cap Level Tendered as of the
Early Tender Deadline
3.625% Senior Notes due2020
31620MAP1 $1,750,000,000 $600,000,000 No change 1 $1,357,326,000
5.000% Senior Notes due2025
31620MAR7 $1,500,000,000 $350,000,000 $600,000,000 2 $830,933,000
4.500% Senior Notes due2022
31620MAQ9 $500,000,000 $200,000,000 No change 3 $394,960,000
3.875% Senior Notes due2024
31620MAM8 $700,000,000 $300,000,000 No change 4 $411,721,000
3.500% Senior Notes due2023
31620MAK2 $1,000,000,000 $300,000,000 No change 5 $634,771,000
2.850% Senior Notes due2018
31620MAN6 $750,000,000 N/A N/A 6 N/A
(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. Because the total amount tendered
exceeds the Tender Caps for the Notes in priority levels 1 through
5 above, it is not currently anticipated that any Notes in priority
level 6 will be accepted for purchase.
The principal amount of each series of Notes listed in the table
above ultimately accepted for purchase will be determined in
accordance with the Maximum Tender Amount, the applicable Tender
Caps and the Acceptance Priority Levels set forth in the table
above, in each case as described in the Offer to Purchase or as
amended hereby. As a result, a holder who validly tenders Notes
pursuant to the Offers may have all or a portion of its Notes
returned to it, and the amount of Notes returned will depend on the
overall level of participation of holders in the Offers and on the
satisfaction or waiver of the conditions of the Offers, including,
without limitation, the Financing Condition.
Holders of Notes validly tendered and not validly withdrawn on
or prior to the Early Tender Deadline, if accepted for purchase,
will be eligible to receive the Total Consideration, which includes
an early tender premium of $30 per $1,000 principal amount of Notes
validly tendered by such holders and accepted for purchase by the
Company. Accrued interest up to, but not including, the Settlement
Date (as defined below) will be paid in cash on all validly
tendered Notes accepted for purchase by the Company in the Offers.
The Company reserves the right, subject to applicable law, to
increase or decrease the Maximum Tender Amount or any applicable
Tender Cap.
The Offers are scheduled to expire at 11:59 p.m., New York City
time, on July 24, 2017, unless extended (the “Expiration Time”), or
earlier terminated by FIS. 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 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, whether amounts
borrowed under FIS’s revolving credit facility to fund the Tender
Offers will be repaid on the timetable assumed by FIS in estimating
its savings, 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170711005799/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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