Current Report Filing (8-k)
February 26 2021 - 5:21PM
Edgar (US Regulatory)
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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 23, 2021
Fidelity National Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)
1-16427
(Commission
File Number)
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Georgia
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37-1490331
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification Number)
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601 Riverside Avenue
Jacksonville, Florida 32204
(Address of Principal Executive Offices)
(904) 438-6000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.01 per share
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FIS
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New York Stock Exchange
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Floating Rate Senior Notes due 2021
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FIS21B
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New York Stock Exchange
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0.125% Senior Notes due 2021
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FIS21C
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New York Stock Exchange
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1.700% Senior Notes due 2022
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FIS22B
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New York Stock Exchange
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0.125% Senior Notes due 2022
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FIS22C
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New York Stock Exchange
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0.750% Senior Notes due 2023
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FIS23A
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New York Stock Exchange
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1.100% Senior Notes due 2024
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FIS24A
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New York Stock Exchange
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2.602% Senior Notes due 2025
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FIS25A
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New York Stock Exchange
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0.625% Senior Notes due 2025
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FIS25B
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New York Stock Exchange
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1.500% Senior Notes due 2027
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FIS27
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New York Stock Exchange
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1.000% Senior Notes due 2028
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FIS28
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New York Stock Exchange
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2.250% Senior Notes due 2029
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FIS29
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New York Stock Exchange
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2.000% Senior Notes due 2030
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FIS30
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New York Stock Exchange
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3.360% Senior Notes due 2031
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FIS31
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New York Stock Exchange
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2.950% Senior Notes due 2039
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FIS39
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On February 23, 2021, Fidelity National Information Services, Inc. (“FIS”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, providing for the issuance and sale of $750,000,000 in aggregate principal amount of 0.375% Senior Notes due 2023, $750,000,000 in aggregate principal amount of 0.600% Senior Notes due 2024, $1,250,000,000 in aggregate principal amount of 1.150% Senior Notes due 2026, $750,000,000 in aggregate principal amount of 1.650% Senior Notes due 2028, $1,250,000,000 in aggregate principal amount of 2.250% Senior Notes due 2031 and $750,000,000 in aggregate principal amount of 3.100% Senior Notes due 2041 (collectively, the “Notes”). The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Underwriting Agreement is filed with reference to and hereby is incorporated by reference into the automatically effective Registration Statement on Form S-3ASR (File No. 333-232920) of FIS filed with the Securities and Exchange Commission (the “Commission”) on July 31, 2019 (the “S-3”). The Notes are being offered and sold pursuant to the S-3, as supplemented by a preliminary prospectus supplement dated February 23, 2021 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933 (the “Securities Act”) on February 23, 2021, a free writing prospectus dated February 23, 2021 filed with the Commission pursuant to Rule 433 under the Securities Act on February 24, 2021, and a final prospectus supplement dated February 23, 2021 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on February 25, 2021. The closing of the Notes offering is expected to occur on March 2, 2021, subject to the satisfaction of customary closing conditions.
Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Fidelity National Information Services, Inc.
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Date: February 26, 2021
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By:
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/s/ Marc M. Mayo
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Name:
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Marc M. Mayo
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Title:
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Corporate Executive Vice President and Chief Legal Officer
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