Fidelity National Information Services, FIS®, (NYSE:FIS), a
global leader in financial services technology, announced today
that its previously announced cash tender offer (the “Any and All
Tender Offer”) for any and all of its outstanding Floating Rate
Senior Notes due May 2021 (the “2021 Floating Rate Notes”), 0.125%
Senior Notes due May 2021 (the “2021 Notes” and, together with the
2021 Floating Rate Notes, the “Euro Notes”), 3.500% Senior Notes
due April 2023 (the “2023 Notes”), 3.875% Senior Notes due June
2024 (the “2024 Notes”), 2.602% Senior Notes due May 2025 (the
“2025 Sterling Notes”), 5.000% Senior Notes due October 2025 (the
“2025 Notes”) and 3.000% Senior Notes due August 2026 (the “2026
Notes” and, collectively with the 2023 Notes, the 2024 Notes and
the 2025 Notes, the “Dollar Notes,” and the Dollar Notes together
with the Euro Notes and the 2025 Sterling Notes, the “Any and All
Notes”) (ISIN Nos. XS1843436491, XS1843436657 and XS1843436061,
respectively, for the 2021 Floating Rate Notes, the 2021 Notes and
the 2025 Sterling Notes, and CUSIP Nos. 31620MAK2, 31620MAM8,
31620MAR7 and 31620MAT3, respectively, for the 2023 Notes, the 2024
Notes, the 2025 Notes and the 2026 Notes) expired at 4:00 p.m.,
London time (in the case of the Euro Notes and the 2025 Sterling
Notes), and 5:00 p.m., New York City time (in the case of the
Dollar Notes) on March 2, 2021.
According to information provided by D.F. King, the tender and
information agent for the Any and All Tender Offer, the Any and All
Notes were validly tendered prior to or at the expiration of the
Any and All Tender Offer and not validly withdrawn in the amounts
set forth in the table below:
Title of Security
Security Identifier(s)
Principal Amount Outstanding
prior to the Any and All Tender Offer
Principal Amount Tendered
prior to or at the expiration of the Any and All Tender
Offer
Floating Rate Senior Notes due 2021
ISIN: XS1843436491
€500,000,000
€54,260,000
0.125% Senior Notes due 2021
ISIN: XS1843436657
€500,000,000
€278,718,000
3.500% Senior Notes due 2023
CUSIP: 31620MAK2
ISIN: US31620MAK27
$700,000,000
$334,101,000
3.875% Senior Notes due 2024
CUSIP: 31620MAM8
ISIN: US31620MAM82
$400,004,000
$126,133,000
2.602% Senior Notes due 2025
ISIN: XS1843436061
£625,000,000
£453,033,000
5.000% Senior Notes due 2025
CUSIP: 31620MAR7
ISIN: US31620MAR79
$611,928,000
$21,971,000
3.000% Senior Notes due 2026
CUSIP: 31620MAT3
ISIN: US31620MAT36
$1,250,000,000
$592,626,000
The principal amounts tendered prior to or at the expiry of the
any and all tender offer set forth in the table above exclude
$240,000 aggregate principal amount of the 2023 Notes, $1,056,000
aggregate principal amount of the 2024 Notes and $1,574,000
aggregate principal amount of the 2026 Notes tendered pursuant to
the guaranteed delivery procedures described in the Offer to
Purchase, dated February 23, 2021 (the “Offer to Purchase”), and
the related notice of guaranteed delivery provided in connection
with the Any and All Tender Offer, which remain subject to the
holders’ performance of the delivery requirements under such
procedures. The obligation of FIS to accept any Any and All Notes
tendered and to pay the consideration for the Any and All Notes is
subject to satisfaction or waiver of certain conditions and other
terms set forth solely in the Offer to Purchase. If the conditions
are met, FIS expects to pay for such Any and All Notes on March 3,
2021 (the “Any and All Settlement Date”).
Holders of Any and All Notes that validly tendered and did not
validly withdraw their Any and All Notes prior to the expiration of
the Any and All Tender Offer will receive total consideration of
€1,000.50 for each €1,000 principal amount of 2021 Floating Rate
Notes, €1,000.82 for each €1,000 principal amount of 2021 Notes,
$1,064.00 for each $1,000 principal amount of 2023 Notes, $1,106.17
for each $1,000 principal amount of 2024 Notes, £1,082.52 for each
£1,000 principal amount of 2025 Sterling Notes, $1,169.28 for each
$1,000 principal amount of the 2025 Notes and $1,101.32 for each
$1,000 principal amount of 2026 Notes tendered and accepted for
payment, in each case plus accrued and unpaid interest up to, but
not including, the Any and All Settlement Date.
FIS intends to fund the purchase of the Any and All Notes with a
portion of the proceeds from its recent offering of U.S.
Dollar-denominated senior notes, which closed earlier today, March
2, 2021.
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 Any and All Tender
Offer 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 Any and All Tender Offer. FIS has retained D.F.
King as the tender and information agent for the Any and All Tender
Offer. For additional information regarding the terms of the Any
and All Tender Offer, 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 Any and All Tender Offer is 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 Any and All Notes,
the expiration and settlement of the Any and All Tender Offer, the
satisfaction of conditions to the Any and All Tender Offer, whether
the Any and All Tender Offer 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/20210302006195/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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