Fidelity National Information Services, FIS®, (NYSE:FIS), a
global leader in financial services technology, announced today the
early tender results of its previously announced cash tender offer
(the “Maximum Tender Offer”). FIS also announced that it has
increased the Maximum Tender Offer amount from up to an aggregate
maximum repurchase amount of $500,000,000 principal amount to
$566,958,000 principal amount (such increased 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”).
The following table sets forth certain information regarding the
Maximum Tender Offer Notes and the Maximum Tender Offer, including
the aggregate principal amount of each series of Maximum Tender
Offer Notes that was validly tendered and not validly withdrawn at
or prior to 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:
Title of Security
Security Identifier(s)
Principal Amount
Outstanding
Acceptance Priority
Level
Aggregate Principal Amount
Tendered as of the Early Tender Date
Aggregate Principal Amount
Accepted
4.250% Senior Notes due 2028
CUSIP: 31620MAY2
ISIN: US31620MAY21
$400,000,000
1
$170,930,000
$170,930,000
3.750% Senior Notes due 2029
CUSIP: 31620MBJ4
ISIN: US31620MBJ45
$1,000,000,000
2
$396,028,000
$396,028,000
4.500% Senior Notes due 2046
CUSIP: 31620MAU0
ISIN: US31620MAU09
$324,021,000
3
$44,456,000
$0
1.500% Senior Notes due 2027
ISIN: XS1843436228
€1,250,000,000
4
€857,652,000
€0
The applicable Total Consideration for the Maximum Tender Offer
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Date and accepted for purchase will be determined in
the manner described in the Offer to Purchase at 10:00 a.m., New
York City time, on March 9, 2021, unless extended or earlier
terminated.
The principal amount of each series of Maximum Tender Offer
Notes listed in the table above ultimately accepted for purchase
will be determined in accordance with the Aggregate Maximum
Repurchase Amount and the Acceptance Priority Levels set forth in
the table above, in each case as further described in the Offer to
Purchase. As a result, a holder who validly tenders Maximum Tender
Offer Notes pursuant to the Maximum Tender Offer may have all or a
portion of its Maximum Tender Offer Notes returned to it, and the
amount of Maximum Tender Offer Notes returned will depend on the
overall level of participation of holders in the Maximum Tender
Offer and on the satisfaction or waiver of the conditions of the
Maximum Tender Offer.
Holders of Maximum Tender Offer Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Date, if accepted
for purchase, will be eligible to receive the Total Consideration,
which includes an Early Tender Payment of $50 per $1,000 principal
amount or €50 per €1,000 principal amount, as applicable, of
Maximum Tender Offer Notes validly tendered by such holders and
accepted for purchase by FIS. Payments for Maximum Tender Offer
Notes accepted for purchase will include accrued and unpaid
interest from the last interest payment date applicable to the
relevant series of Maximum Tender Offer Notes up to, but excluding,
the applicable settlement date for such series of Maximum Tender
Offer Notes accepted for purchase. It is anticipated that payment
for the Maximum Tender Offer Notes that are validly tendered prior
to or at the Early Tender Date will be 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 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/20210309005639/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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