Fidelity National Information Services, FIS™, (NYSE:FIS), a
global leader in financial services technology, today announced
that it has commenced tender offers (each individually, with
respect to a series of notes, a “Tender Offer” with respect to such
series, and collectively, the “Tender Offers”) to purchase for cash
(1) any and all of its outstanding Floating Rate Senior Notes due
2021, its outstanding 0.125% Senior Notes due 2021, its outstanding
3.500% Senior Notes due 2023, its outstanding 3.875% Senior Notes
due 2024, its outstanding 2.602% Senior Notes due 2025, its
outstanding 5.000% Senior Notes due 2025 and its outstanding 3.000%
Senior Notes due 2026 (the “Any and All Tender Offer” and such
notes, collectively, the “Any and All Notes”) and (2) up to an
aggregate maximum repurchase amount of $500,000,000 principal
amount (such principal amount, the “Aggregate Maximum Repurchase
Amount”) of its outstanding 4.250% Senior Notes due 2028, its
outstanding 3.750% Senior Notes due 2029, its outstanding 4.500%
Senior Notes due 2046 and its outstanding 1.500% Senior Notes due
2027 (the “Maximum Tender Offer” and such notes, collectively, the
“Maximum Tender Offer Notes”, and the Maximum Tender Offer Notes
together with the Any and All Notes, the “Securities”), subject to
the acceptance priority levels noted in the second table below.
Any and All of the Outstanding Securities Listed
Below
Title of Security
Security Identifier(s)
Principal
Amount Outstanding
Applicable Maturity
Date
Applicable Par Call
Date
Reference
Security
Bloomberg
Reference Page
Fixed Spread
Fixed Total Consideration
(1)
Floating Rate Senior Notes due
2021
ISIN: XS1843436491
€500,000,000
5/21/2021
N/A
N/A
N/A
N/A
€1,000.50
0.125% Senior Notes due 2021
ISIN: XS1843436657
€500,000,000
5/21/2021
4/21/2021
N/A
N/A
N/A
€1,000.82
3.500% Senior Notes due 2023
CUSIP: 31620MAK2
ISIN: US31620MAK27
$700,000,000
04/15/2023
01/15/2023
0.250% UST due 4/15/2023
FIT5
+30 bps
N/A
3.875% Senior Notes due 2024
CUSIP: 31620MAM8
ISIN: US31620MAM82
$400,004,000
06/05/2024
03/05/2024
2.000% UST due 5/31/2024
FIT5
+25 bps
N/A
2.602% Senior Notes due 2025
ISIN: XS1843436061
£625,000,000
5/21/2025
2/21/2025
5.000% UKT due 3/7/2025
FIT GLT0-10
+30 bps
N/A
5.000% Senior Notes due 2025
CUSIP: 31620MAR7
ISIN: US31620MAR79
$611,928,000
10/15/2025
07/15/2025
0.250% UST due 6/30/2025
FIT6
+45 bps
N/A
3.000% Senior Notes due 2026
CUSIP: 31620MAT3
ISIN: US31620MAT36
$1,250,000,000
08/15/2026
05/15/2026
1.625% UST due 5/15/2026
FIT6
+25 bps
N/A
____________________
1.
Per
€1,000 principal amount of Floating Rate Senior Notes due 2021 or
0.125% Senior Notes due 2021, as applicable, validly tendered at or
prior to the Any and All Expiration Date (as defined below) or the
Guaranteed Delivery Date (as defined below) pursuant to Guaranteed
Delivery Procedures (as defined in the Offer to Purchase (as
defined below)) and accepted for purchase (and subject to the
applicable minimum authorized denominations described in the Offer
to Purchase). Does not include the Accrued Interest.
Up to the Aggregate Maximum Repurchase Amount(a) of the
Outstanding Securities Listed Below
Title of Security
Security Identifier(s)
Principal
Amount Outstanding
Acceptance
Priority Level(a)
Applicable Maturity
Date
Applicable Par Call
Date
Interpolated Rate
Reference
Security
Bloomberg
Reference Page
Fixed Spread
Early
Tender Payment
(b)(c)
4.250% Senior Notes due 2028
CUSIP: 31620MAY2
ISIN: US31620MAY21
$400,000,000
1
5/15/2028
2/15/2028
N/A
1.125% UST due 2/15/2031
FIT1
+25 bps
$50
3.750% Senior Notes due 2029
CUSIP: 31620MBJ4
ISIN: US31620MBJ45
$1,000,000,000
2
5/21/2029
2/21/2029
N/A
1.125% UST due 2/15/2031
FIT1
+45 bps
$50
4.500% Senior Notes due 2046
CUSIP: 31620MAU0
ISIN: US31620MAU09
$324,021,000
3
8/15/2046
2/15/2046
N/A
1.625% UST due 11/15/2050
FIT1
+95 bps
$50
1.500% Senior Notes due 2027
ISIN: XS1843436228
€1,250,000,000
4
5/21/2027
2/21/2027
February 2027 Interpolated
Rate
N/A
ICAE1
+40 bps
€50
(a)
The offers with respect to the Maximum
Tender Offer Notes are subject to the Aggregate Maximum Repurchase
Amount. FIS will allocate the Aggregate Maximum Repurchase Amount
to purchase Maximum Tender Offer Notes subject to the Acceptance
Priority Level as more fully set forth in the Offer to Purchase. In
applying the Aggregate Maximum Repurchase Amount with respect to
the 1.500% Senior Notes due 2027, the Company intends to use a
conversion rate of Euros to U.S. dollars as further described in
the Offer to Purchase.
(b)
Per $1,000 or €1,000 principal amount, as
applicable.
(c)
The Total Consideration for Maximum Tender
Offer Notes validly tendered prior to or at the Early Tender Date
(as defined below) and accepted for purchase is calculated using
the applicable Fixed Spread (as defined below) and is inclusive of
the Early Tender Payment.
The Securities denominated in U.S. dollars are referred to in
this press release as “Dollar Notes,” the Securities denominated in
Euros are referred to as “Euro Notes” and the Securities
denominated in Sterling are referred to as “Sterling Notes.” The
Any and All Tender Offer will expire at 4:00 p.m., London time (in
the case of Any and All Notes that are Euro Notes or Sterling
Notes), or 5:00 p.m., New York City time (in the case of Any and
All Notes that are Dollar Notes), on March 2, 2021, unless extended
or earlier terminated (such date and respective times, the “Any and
All Expiration Date”). Holders of the Any and All Notes must
validly tender and not validly withdraw their Any and All Notes
prior to or at the Any and All Expiration Date to be eligible to
receive the applicable Total Consideration (as defined below) for
such Any and All Notes.
The Maximum Tender Offer will expire at 11:59 p.m., New York
City time, on March 22, 2021, unless extended or earlier terminated
(the “Maximum Tender Expiration Date”). Holders of the Maximum
Tender Offer Notes must validly tender and not validly withdraw
their Maximum Tender Offer Notes prior to or at 5:00 p.m., New York
City time, on March 8, 2021, unless extended or earlier terminated
(the “Early Tender Date”), to be eligible to receive the applicable
Total Consideration for such Maximum Tender Offer Notes, which is
inclusive of an amount in cash equal to the applicable amount set
forth in the second table above under the heading “Early Tender
Payment” (the “Early Tender Payment”). Holders of the Maximum
Tender Offer Notes who validly tender their Maximum Tender Offer
Notes after the Early Tender Date but prior to or at the Maximum
Tender Expiration Date will be eligible to receive the applicable
Total Consideration for such Maximum Tender Offer Notes minus the
Early Tender Payment.
All Maximum Tender Offer Notes tendered prior to or at the Early
Tender Date will be accepted based on the acceptance priority
levels noted in the second table above and will have priority over
Maximum Tender Offer Notes tendered after the Early Tender Date,
regardless of the acceptance priority levels of the Maximum Tender
Offer Notes tendered after the Early Tender Date. Subject to
applicable law, FIS may increase or decrease the amounts of cash
available for purchase of any of the Maximum Tender Offer Notes in
its sole discretion.
The applicable consideration (the “Total Consideration”) payable
for each $1,000, €1,000 or £1,000 principal amount, as applicable,
of Securities validly tendered and accepted for purchase pursuant
to the applicable Tender Offer will: (i) in the case of the
Floating Rate Senior Notes due 2021, be equal to €1,000.50 per
€1,000 principal amount validly tendered and accepted for purchase
pursuant to the Any and All Tender Offer; (ii) in the case of the
0.125% Senior Notes due 2021, be equal to €1,000.82 per €1,000
principal amount validly tendered and accepted for purchase
pursuant to the Any and All Tender Offer; and (iii) in the case of
each other series of Securities validly tendered and accepted for
payment pursuant to the applicable Tender Offers, be determined in
the manner described in the Offer to Purchase by reference to the
applicable fixed spread for such Security (the “Fixed Spread”) as
specified in the tables above plus the applicable yield to maturity
(the “Reference Yield”) (A) in the case of the 1.500% Senior Notes
due 2027, corresponding to the February 2027 Interpolated Rate (as
defined below), or (B) in the case of each other series of
Securities, based on the bid-side price of the applicable U.S.
Treasury reference security or the mid-market price of the U.K.
government bond reference security, as applicable, as specified in
the tables above (as applicable to each such series of Securities,
the “Reference Security”), as quoted on the applicable Bloomberg
page at the applicable time and on the applicable date referred to
as the “Price Determination Date,” calculated as of 10:00 a.m., New
York City time, on March 2, 2021, in the case of the Any and All
Tender Offer, and at 10:00 a.m., New York City time, on March 9,
2021, in the case of the Maximum Tender Offer, in each case unless
extended or earlier terminated. In addition to the Total
Consideration, FIS will also pay accrued and unpaid interest on
Securities purchased up to, but not including, the applicable
settlement date. The settlement date for the Any and All Tender
Offer is expected to be promptly after the Any and All Expiration
Date and is expected to be March 3, 2021. The settlement date for
the Maximum Tender Offer Notes validly tendered and accepted for
payment on the Early Tender Date is expected to be promptly after
the Early Tender Date and is expected to be March 10, 2021. The
settlement date for the Maximum Tender Offer Notes validly tendered
and accepted for payment after the Early Tender Date is expected to
be promptly after the Maximum Tender Expiration Date and is
expected to be March 24, 2021.
“February 2027 Interpolated Rate” means in the case of 1.500%
Senior Notes due 2027, the rate, expressed as a percentage and
rounded to the nearest 0.001% (with 0.0005 being rounded upwards),
as determined by the Dealer Managers at the Price Determination
Date, calculated by means of linear interpolation of the 5 Year
Mid-Swap Rate and the 6 Year Mid-Swap Rate as follows: by (a)
subtracting the 5 Year Mid-Swap Rate from the 6 Year Mid-Swap Rate
and multiplying the result of such subtraction by the February 2027
Weight (and rounding the result of such multiplication to the
nearest 0.001%), and (b) adding the 5 Year Mid-Swap Rate to the
final result of (a); where “February 2027 Weight” means the amount,
expressed as a fraction, calculated by dividing the actual number
of days from (and including) the date falling exactly 5 years after
the applicable Settlement Date to (but excluding) the applicable
par call date for the 1.500% Senior Notes due 2027 as described in
the second table above by 365. The 5 Year Mid-Swap Rate and the 6
Year Mid-Swap Rate will be such rates as quoted on the applicable
Bloomberg page referenced in the second table above at the
applicable time on the Price Determination Date.
Any and All Notes tendered pursuant to the Any and All Tender
Offer may be withdrawn prior to or at, but not after, 4:00 p.m.,
London time (in the case of Any and All Notes that are Euro Notes
or Sterling Notes), or 5:00 p.m., New York City time (in the case
of Any and All Notes that are Dollar Notes), on March 2, 2021, and
Maximum Tender Offer Notes tendered pursuant to the Maximum Tender
Offer may be withdrawn prior to or at, but not after, 5:00 p.m.,
New York City time, on March 8, 2021 (such date and time, as it may
be extended with respect to the Any and All Notes or a series of
Maximum Tender Offer Notes, the applicable “Withdrawal
Deadline”).
After the applicable Withdrawal Deadline, you may not withdraw
your tendered Securities unless FIS amends the applicable Tender
Offer in a manner that is materially adverse to the tendering
holders, in which case withdrawal rights may be extended as FIS
determines, to the extent required by law (as determined by FIS),
appropriate to allow tendering holders a reasonable opportunity to
respond to such amendment. Additionally, FIS, in its sole
discretion, may extend a Withdrawal Deadline for any purpose. If a
custodian bank, broker, dealer, commercial bank, trust company or
other nominee holds your Securities, such nominee may have an
earlier deadline or deadlines for receiving instructions to
withdraw tendered Securities.
The Tender Offers are being made pursuant to an Offer to
Purchase, dated February 23, 2021 (the “Offer to Purchase”), which
sets forth a more detailed description of the Tender Offers.
Holders of the Securities are urged to read carefully the Offer to
Purchase before making any decision with respect to the Tender
Offers.
For a holder who holds Securities through DTC to validly tender
Securities pursuant to the Tender Offers, an Agent’s Message and
any other required documents must be received by the tender and
information agent at its address set forth on the Offer to Purchase
at or prior to the Expiration Date or, if tendering Any and All
Notes pursuant to the Guaranteed Delivery Procedures, no later than
4:00 p.m., London time (in the case of Any and All Notes that are
Euro Notes or Sterling Notes), or 5:00 p.m., New York City time (in
the case of Any and All Notes that are Dollar Notes), on March 4,
2021 (such date and respective times, as they may be extended, the
“Guaranteed Delivery Date”). For a holder who holds Securities
through Clearstream or Euroclear to validly tender Securities
pursuant to the Tender Offers, such holder must tender such
Securities by the submission of valid Tender Instructions in
accordance with the procedures described in the Offer to Purchase
and of such Clearing System, as applicable (including, if
applicable, compliance by such holder with the Guaranteed Delivery
Procedures applicable to tenders of Any and All Notes through
Clearstream or Euroclear). For the avoidance of doubt, accrued
interest will cease to accrue from and after the Any and All
Settlement Date for all Any and All Notes accepted in the Any and
All Tender Offer, including those Any and All Notes accepted for
purchase on the Guaranteed Delivery Settlement Date (as defined in
the Offer to Purchase). There is no letter of transmittal for the
Offer to Purchase.
FIS’ obligation to accept for payment and to pay for the
Securities validly tendered in the Tender Offers is subject to the
satisfaction or waiver of a number of conditions described in the
Offer to Purchase, including a financing condition. The Tender
Offers may be terminated or withdrawn in whole or terminated or
withdrawn with respect to any series of the Securities, subject to
applicable law. FIS reserves the right, subject to applicable law,
to (i) waive any and all conditions to any of the Tender Offers,
(ii) extend or terminate any of the Tender Offers, (iii) increase
or decrease the Aggregate Maximum Repurchase Amount, or (iv)
otherwise amend any of the Tender Offers in any respect.
FIS has retained J.P. Morgan Securities LLC, J.P. Morgan
Securities plc and Goldman Sachs & Co. LLC (the “Joint Dealer
Managers”) as joint dealer managers for the Tender Offers and
Barclays Capital Inc., Barclays Bank PLC and Citigroup Global
Markets Inc. (the “Co-Dealer Managers” and, together with the Joint
Dealer Managers, the “Dealer Managers”) as co-dealer managers for
the Tender Offers. FIS has retained D.F. King as the tender and
information agent for the Tender Offers. For additional information
regarding the terms of the Tender Offers, please contact: J.P.
Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179,
United States, Attn: Liability Management Group, U.S. Toll-Free: +1
(866) 834-4666, Collect: +1 (212) 834-3424, J.P. Morgan Securities
plc, 25 Bank Street, Canary Wharf, London E14 5JP, United Kingdom,
Attn: Liability Management, Tel.: +44 20 7134 2468 Email:
liability_management_EMEA@jpmorgan.com and Goldman Sachs & Co.
LLC, 200 West Street, New York, NY 10282,Attn: Liability Management
Group, U.S.: (212) 357-1452, Toll-Free: (800) 828-3182, Email:
GS-LM-NYC@gs.com. Requests for documents and questions regarding
the tendering of securities may be directed to D.F. King in New
York by telephone at (212) 232-3233 (for banks and brokers only) or
(800) 549-6864 (for all others toll-free), in London by telephone
at +44 20 7920 9700, by email at fis@dfking.com or at
www.dfking.com/fis 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 leading provider of technology solutions for merchants,
banks and capital markets firms globally. Our employees are
dedicated to advancing the way the world pays, banks and invests by
applying our scale, deep expertise and data-driven insights. We
help our clients use technology in innovative ways to solve
business-critical challenges and deliver superior experiences for
their customers. Headquartered in Jacksonville, Florida, FIS is a
Fortune 500 company and is a member of Standard & Poor’s 500®
Index.
Forward-looking Statements
This news release contains forward-looking statements that
involve a number of risks and uncertainties. Statements that are
not historical facts, including statements about our beliefs and
expectations, are forward-looking statements. Forward-looking
statements are based on management’s beliefs, as well as
assumptions made by, and information currently available to,
management. Because such statements are based on expectations as to
future events and are not statements of fact, actual results may
differ materially from those projected. FIS undertakes no
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law. The risks and uncertainties which forward-looking
statements are subject to include, but are not limited to, the
risks related to the acceptance of any tendered Securities, 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 the “Statement Regarding Forward-Looking
Information,” “Risk Factors” and other sections of FIS’ Form 10-K
for the year ended December 31, 2020 and FIS’ other filings with
the Securities and Exchange Commission.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210223005707/en/
Fidelity National Information Services Kim Snider, 904.438.6278
Senior Vice President FIS Global Marketing and Communications
kim.snider@fisglobal.com or Nathan Rozof, CFA, 904.438.6918
Executive Vice President FIS Corporate Finance and Investor
Relations nathan.rozof@fisglobal.com
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