CINCINNATI, June 29, 2018 /PRNewswire/ -- Worldpay, Inc.
(NYSE: WP; LSE: WPY) announces that a consent solicitation relating
to the 3.75% Senior Notes due 2022 (the "Notes") (Reg S ISIN:
XS1319701451, Rule 144A ISIN: XS1319700990) issued by Worldpay
Finance plc (the "Company") and guaranteed by Worldpay Group
Limited (formerly Worldpay Group plc) ("Worldpay Group") has
commenced. The consent is sought for proposed amendments to
provisions included in the indenture governing the Notes dated
10 November 2015 (the "Indenture").
The purpose of the consent solicitation is to amend the Indenture
so that for as long as Vantiv, LLC, which is an indirect parent
holding company of Worldpay Group, provides a guarantee of
the Notes on the terms set forth in the Consent Solicitation
Statement (as defined herein) (in such capacity, the "Ultimate
Parent Guarantor"), the ongoing reporting requirements under the
Indenture may be satisfied by reports of the Ultimate Parent
Guarantor or any Parent Holdco (as defined in the Indenture)
company of the Ultimate Parent Guarantor on the terms set forth in
the Consent Solicitation Statement. The proposed amendments would
also permit reports and calculations under the Indenture to be made
based on GAAP or IFRS and to make other related or consequential
changes to the Indenture. The Indenture will also be amended to
provide for a guarantee of the Notes by the ultimate Parent
Guarantor and make certain other consequential or related changes
reflecting such guarantee. The consent solicitation will expire at
17.00 London time on 13 July 2018, unless extended or earlier
terminated by the Company.
![(PRNewsfoto/Worldpay, Inc.) (PRNewsfoto/Worldpay, Inc.)](https://mma.prnewswire.com/media/628755/Worldpay_logo_Logo.jpg)
Full details of the terms and conditions of the consent
solicitation are set out in the Consent Solicitation Statement,
dated 29 June 2018 (the "Consent
Solicitation Statement") which holders of the Notes can obtain from
Lucid Issuer Services Limited ("Lucid"), the Tabulation Agent and
Information Agent for the solicitation. Requests for copies
of the Consent Solicitation Statement should be directed to Lucid:
+44 20 7704 0880; worldpay@lucid-is.com.
Morgan Stanley & Co. LLC has been engaged to act as the
Solicitation Agent for the solicitation. Questions from
holders of Notes should be directed to Morgan Stanley: +44 207 677
5040; liabilitymanagementeurope@morganstanley.com.
Under no circumstances shall the solicitation constitute an
offer to sell or issue or the solicitation of an offer to buy or
subscribe for any Notes in any jurisdiction.
Cautionary Statement
This communication is for
information purposes only and does not constitute a prospectus or
any offer to sell or the solicitation of an offer to buy any
security in the United States of
America or in any other jurisdiction. Securities may not be
offered or sold in the United States of
America absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended.
The consent solicitation is being made solely by the Consent
Solicitation Statement. This press release and the Consent
Solicitation Statement contain important information which should
be read carefully before any decision is made with respect to the
proposed amendments. The Consent Solicitation Statement should be
consulted for additional information regarding consent procedures
and the conditions for the consent solicitation. Any individual or
company whose Notes are held by a broker, dealer, bank, custodian,
trust company or other nominee must contact such entity and
instruct such entity, as the Holder of such Notes, to consent in
accordance with the customary procedures of Euroclear, Clearstream
or DTC, as applicable. If any holder is in any doubt as to
the action it should take or is unsure of the impact of the
implementation of the proposed amendments, it is recommended to
seek its own financial and legal advice, including as to any tax
consequences, immediately from its stockbroker, bank, manager,
solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to
consent to the proposed amendments. None of Worldpay Group, the
Solicitation Agent, the Trustee, the Information Agent and the
Tabulation Agent or any person who controls, or is a director,
officer, employee, agent of any such person, or any affiliate of
any such person makes any recommendation whether holders of Notes
should consent to the proposed amendments. Worldpay Group is not
making the consent solicitation to, nor will Worldpay Group accept
deliveries of any consent from, holders of Notes in any
jurisdiction in which the solicitation of consents or the
acceptance thereof would not be in compliance with the laws of such
jurisdiction.
Forward-Looking Statements
This communication may include "forward-looking statements".
Forward-looking statements provide the Group's current
expectations, intentions or forecasts of future events.
Forward-looking statements include statements about expectations,
beliefs, plans, objectives, intentions, assumptions and other
statements that are not statements of historical fact. Words or
phrases such as "anticipate", "believe", "continue", "ongoing",
"estimate", "expect", "intend", "may", "plan", "potential",
"predict", "project", "target", "seek" or similar words or phrases,
or the negatives of those words or phrases, may identify
forward-looking statements, but the absence of these words does not
necessarily mean that a statement is not forward-looking.
Forward-looking statements are subject to known and unknown risks
and uncertainties and are based on potentially inaccurate
assumptions that could cause future results to differ materially
from those expected or implied by the forward-looking
statements.
In addition, even if future results are consistent with the
forward-looking statements contained in this communication, those
results may not be indicative of results in subsequent periods.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).
For more information,
please contact:
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Investors
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Email
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Telephone
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Nathan Rozof, CFA or
Ignatius Njoku
Investor
Relations
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IR@worldpay.com
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(866)
254-4811
(513)
900-4811
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Media
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Email
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Telephone
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Andrew
Ciafardini,
Corporate
Communications
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Andrew.Ciafardini@worldpay.com
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(513)
900-5308
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© 2018 Worldpay, Inc. All Rights Reserved. All trademarks,
service marks and trade names referenced herein are the property of
their respective owners. Worldpay and other Worldpay products and
services mentioned herein as well as their respective logos are
registered trademarks or trademarks of Worldpay, Inc. in the U.S.
and other countries.
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SOURCE Worldpay, Inc.