Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 09 2018 - 5:40PM
Edgar (US Regulatory)
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement
No. 333-210148
Pricing Term Sheet
$550,000,000 4.000% Senior Notes due 2023
$450,000,000 4.450% Senior Notes due 2028
May 9, 2018
This pricing term sheet
supplements the preliminary prospectus supplement of Total System Services, Inc., dated May 9, 2018 relating to the prospectus dated March 14, 2016.
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Issuer:
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Total System Services, Inc.
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Security Type:
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Senior Unsecured Notes
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Format:
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SEC Registered
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Title:
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4.000% Senior Notes due 2023 (the “2023 Notes”)
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4.450% Senior Notes due 2028 (the “2028 Notes”)
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Principal Amount:
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2023 Notes: $550,000,000
2028 Notes:
$450,000,000
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Maturity Date:
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2023 Notes: June 1, 2023
2028 Notes:
June 1, 2028
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Coupon:
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2023 Notes: 4.000%
2028 Notes:
4.450%
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Price to Public:
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2023 Notes: 99.916%
2028 Notes:
99.756%
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Yield to Maturity:
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2023 Notes: 4.018%
2028 Notes:
4.480%
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Re-Offer
Spread to Benchmark Treasury:
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2023 Notes: +118 bps
2028 Notes: +148
bps
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Benchmark Treasury:
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2023 Notes: UST 2.750% due April 30, 2023
2028 Notes: UST 2.750% due February 15, 2028
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Benchmark Treasury Price/Yield:
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2023 Notes:
99-19
/ 2.838%
2028 Notes:
97-28+
/ 3.000%
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Expected Ratings (Moody’s / S&P)*:
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Baa3 (Stable) /
BBB-
(Stable)
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Pricing Date:
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May 9, 2018
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Settlement Date:
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May 11, 2018 (T+2)
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Interest Payment Dates:
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June 1 and December 1, commencing December 1, 2018
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Optional Redemption:
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2023 Notes: +20 bps
2028 Notes: +25
bps
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Par Call:
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2023 Notes: At any time on or after May 1, 2023 at par plus accrued and unpaid interest to the redemption date
2028 Notes: At any time on or after March 1, 2028 at par plus accrued and unpaid interest to the redemption date
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CUSIP/ISIN:
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2023 Notes: 891906 AE9 / US891906AE92
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2028 Notes: 891906 AF6 / US891906AF67
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Joint Book-Running Managers:
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated
J.P. Morgan Securities LLC
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Passive Book-Running Managers:
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Capital One Securities, Inc.
MUFG Securities
Americas Inc.
Regions Securities LLC
U.S. Bancorp
Investments, Inc.
Wells Fargo Securities, LLC
SunTrust
Robinson Humphrey, Inc.
TD Securities (USA) LLC
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Co-Managers:
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BMO Capital Markets Corp.
Fifth Third
Securities, Inc.
PNC Capital Markets LLC
Synovus Securities,
Inc.
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*
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time.
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The issuer has filed a registration statement (including a base prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission
(SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer has filed with
the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling or
e-mailing
Merrill Lynch, Pierce, Fenner & Smith Incorporated at
1-800-294-1322
or dg.prospectus_requests@baml.com or calling J.P. Morgan Securities LLC collect at (212)
834-4533.
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