Fidelity National Information Services, FIS®, (NYSE:FIS), a
global leader in financial services technology, announced today the
pricing terms of its previously announced cash tender offer (the
“Maximum Tender Offer”) for up to an aggregate maximum repurchase
amount of $566,958,000 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 (collectively, the
“Maximum Tender Offer Notes”). The terms and conditions of the
Maximum Tender Offer are described in the Offer to Purchase, dated
February 23, 2021 (the “Offer to Purchase”).
As of 5:00 p.m., New York City time, on March 8, 2021 (the
“Early Tender Date”), as reported by D.F. King, the tender and
information agent for the Maximum Tender Offer, the principal
amounts of the Maximum Tender Offer Notes listed in the table below
and accepted for purchase (the “Accepted Maximum Tender Offer
Notes”) had been validly tendered and not validly withdrawn. The
applicable Reference Yield, Repurchase Yield, Early Tender Payment
and Total Consideration with respect to the Accepted Maximum Tender
Offer Notes are detailed in the table below:
Title of Security
Security Identifier(s)
Principal Amount
Outstanding
Acceptance Priority
Level
February 2027 Interpolated
Rate
U.S. Treasury Reference
Security
Reference Yield
Fixed Spread
Repurchase Yield
Principal Amount Tendered and
Accepted
Early Tender Payment
(a)
Total Consideration
(a)(b)
4.250% Senior Notes due 2028
CUSIP: 31620MAY2 ISIN:
US31620MAY21
$400,000,000
1
N/A
1.125% UST due 2/15/2031
1.530%
+25 bps
1.780%
$170,930,000
$50
$1,160.38
3.750% Senior Notes due 2029
CUSIP: 31620MBJ4 ISIN:
US31620MBJ45
$1,000,000,000
2
N/A
1.125% UST due 2/15/2031
1.530%
+45 bps
1.980%
$396,028,000
$50
$1,129.56
(a)
Per $1,000 principal amount.
(b)
The Total Consideration for each
series of Accepted Maximum Tender Offer Notes validly tendered
prior to or at the Early Tender Date and accepted for purchase is
calculated using the applicable fixed spread shown in the table
above and is inclusive of the applicable Early Tender Payment for
such series of Accepted Maximum Tender Offer Notes.
Upon consummation of the Maximum Tender Offer, FIS will pay the
applicable Total Consideration (as shown in the table above for
each series of Accepted Maximum Tender Offer Notes) for each $1,000
principal amount of each series of Accepted Maximum Tender Offer
Notes tendered and accepted for payment. The Total Consideration
was calculated in the manner described in the Offer to Purchase by
reference to the applicable fixed spread specified in the table
above plus the applicable yield to maturity based on the bid-side
price of the applicable U.S. Treasury Reference Security specified
in the table above, as calculated at 10:00 a.m., New York City
time, on March 9, 2021. The Total Consideration also includes the
applicable Early Tender Payment (as shown in the table above for
each series of Accepted Maximum Tender Offer Notes) for each $1,000
principal amount of such series of Accepted Maximum Tender Offer
Notes tendered and accepted for payment. Payments for Accepted
Maximum Tender Offer Notes will include accrued and unpaid interest
from the last interest payment date applicable to the relevant
series of Accepted Maximum Tender Offer Notes up to, but excluding,
the applicable settlement date for such series of Accepted Maximum
Tender Offer Notes. It is anticipated that payment for the Accepted
Maximum Tender Offer Notes that were validly tendered prior to or
at the Early Tender Date will be made on March 10, 2021.
The Maximum Tender Offer will expire at 11:59 p.m., New York
City time, on March 22, 2021 (the “Maximum Tender Expiration
Date”), unless extended or earlier terminated. Because the Maximum
Tender Offer has been fully subscribed as of the Early Tender Date,
holders who tender Maximum Tender Offer Notes after the Early
Tender Date will not have any of their Maximum Tender Offer Notes
accepted for purchase. Any Maximum Tender Offer Notes tendered
after the Early Tender Date, together with any Maximum Tender Offer
Notes tendered at or prior to the Early Tender Date but not
accepted for purchase by FIS, will be returned to the holders
thereof as described in the Offer to Purchase.
The withdrawal deadline for the Maximum Tender Offer was 5:00
p.m., New York City time, on March 8, 2021 and has not been
extended. Accordingly, previously tendered Maximum Tender Offer
Notes and Maximum Tender Offer Notes tendered after such withdrawal
deadline may not be withdrawn, subject to applicable law.
FIS’ obligation to accept for payment and to pay for the
Accepted Maximum Tender Offer Notes validly tendered and not
validly withdrawn in the Maximum Tender Offer is subject to the
satisfaction or waiver of a number of conditions described in the
Offer to Purchase. The Maximum Tender Offer may be terminated or
withdrawn in whole or terminated or withdrawn with respect to any
series of Maximum Tender Offer Notes, subject to applicable law.
FIS reserves the right, subject to applicable law, to: (i) waive
any and all conditions to the Maximum Tender Offer, (ii) extend or
terminate the Maximum Tender Offer, (iii) increase or decrease the
Aggregate Maximum Repurchase Amount or (iv) otherwise amend the
Maximum Tender Offer 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 Maximum 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 Maximum Tender Offer. FIS has retained D.F. King as the tender
and information agent for the Maximum Tender Offer. For additional
information regarding the terms of the Maximum 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 Maximum 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 Maximum Tender
Offer Notes, the expiration and settlement of the Maximum Tender
Offer, the satisfaction of conditions to the Maximum Tender Offer,
whether the Maximum 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/20210309005887/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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