Item 1.01.
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Entry Into a Material Definitive Agreement.
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Closing of Senior Notes Offering
On December 3, 2019, Fidelity National Information Services, Inc. (“FIS”) completed the issuance and sale of its previously announced offering of Euro- and Pounds sterling-denominated senior notes, consisting of €1,000,000,000 in aggregate principal amount of 0.125% Senior Notes due 2022 (the “2022 Euro Notes”), €625,000,000 in aggregate principal amount of 0.625% Senior Notes due 2025 (the “2025 Euro Notes”), €625,000,000 in aggregate principal amount of 1.000% Senior Notes due 2028 (the “2028 Euro Notes” and collectively with the 2022 Euro Notes and the 2025 Euro Notes, the “Euro Notes”), and £300,000,000 in aggregate principal amount of 2.250% Senior Notes due 2029 (the “Sterling Notes” and collectively with the Euro Notes, the “Senior Notes”).
The sale of the Senior Notes was made pursuant to the terms of an Underwriting Agreement, dated November 21, 2019, with J.P. Morgan Securities plc, Merrill Lynch International, MUFG Securities EMEA plc, Wells Fargo Securities International Limited and the other several underwriters named therein, a copy of which was previously filed as Exhibit 1.1 to FIS’ Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on November 25, 2019.
The Senior Notes were issued pursuant to an Indenture, dated as of April 15, 2013 (the “Base Indenture”), among FIS, certain other parties thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Twenty-Sixth Supplemental Indenture thereto with respect to the 2022 Euro Notes (attached hereto as Exhibit 4.1 and incorporated herein by reference), dated as of December 3, 2019, between FIS and the Trustee, as supplemented by the Twenty-Seventh Supplemental Indenture thereto with respect to the 2025 Euro Notes (attached hereto as Exhibit 4.2 and incorporated herein by reference), dated as of December 3, 2019, between FIS and the Trustee, as supplemented by the Twenty-Eighth Supplemental Indenture thereto with respect to the 2028 Euro Notes (attached hereto as Exhibit 4.3 and incorporated herein by reference), dated as of December 3, 2019, between FIS and the Trustee, and as supplemented by the Twenty-Ninth Supplemental Indenture thereto with respect to the Sterling Notes (attached hereto as Exhibit 4.4 and incorporated herein by reference), dated as of December 3, 2019, between FIS and the Trustee.
The Senior Notes were offered and sold pursuant to the automatically effective Registration Statement on Form S-3ASR (File No. 333-232920) of FIS filed with the Commission on July 31, 2019, as supplemented by a preliminary prospectus supplement dated November 21, 2019 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933 (the “Securities Act”) on November 21, 2019, a free writing prospectus dated November 21, 2019 filed with the Commission pursuant to Rule 433 under the Securities Act on November 21, 2019, and a final prospectus supplement dated November 21, 2019 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on November 22, 2019.