FIS Announces the Pricing Terms of its Pending Any and All Tender Offer
March 02, 2021
JACKSONVILLE, Fla. —(BUSINESS WIRE)— March 2, 2021— 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 “Any and All Tender Offer”) for any and all of its outstanding Floating Rate Senior Notes due 2021, its outstanding 0.125% Senior Notes due 2021, its outstanding 3.500% Senior Notes due 2023, its outstanding 3.875% Senior Notes due 2024, its outstanding 2.602% Senior Notes due 2025, its outstanding 5.000% Senior Notes due 2025 and its outstanding 3.000% Senior Notes due 2026 (collectively, the “Any and All Notes”). The terms and conditions of the Any and All Tender Offer are described in the Offer to Purchase, dated February 23, 2021 (the “Offer to Purchase”). The Any and All Notes denominated in U.S. dollars are referred to in this press release as “Dollar Notes,” the Any and All Notes denominated in Euros are referred to as “Euro Notes” and the Any and All Notes denominated in Sterling are referred to as “Sterling Notes.” The Any and All Tender Offer expired at 4:00 p.m., London time (in the case of Any and All Notes that are Euro Notes or Sterling Notes), or will expire at 5:00 p.m., New York City time (in the case of Any and All Notes that are Dollar Notes), today, March 2, 2021, unless extended or earlier terminated.
The applicable Total Consideration with respect to each series of Any and All Notes, and the applicable Reference Yield, Fixed Spread and Repurchase Yield for each series of Any and All Notes (other than the Floating Rate Senior Notes due 2021 and the 0.125% Senior Notes due 2021), are detailed in the table below:
* Per $1,000, €1,000 or £1,000 principal amount, as applicable, of Any and All Notes.
Upon consummation of the Any and All Tender Offer, FIS will pay the applicable Total Consideration (as shown in the table above for each series of Any and All Notes) for each $1,000, €1,000 or £1,000 principal amount, as applicable, of Any and All Notes validly tendered and accepted for payment, plus accrued and unpaid interest up to, but not including, March 3, 2021, the expected settlement date for the Any and All Tender Offer. The Total Consideration (i) in the case of the Floating Rate Senior Notes due 2021, will be equal to €1,000.50 per €1,000 principal amount validly tendered and accepted for purchase pursuant to the Any and All Tender Offer; (ii) in the case of the 0.125% Senior Notes due 2021, will be equal to €1,000.82 per €1,000 principal amount validly tendered and accepted for purchase pursuant to the Any and All Tender Offer; and (iii) in the case of each other series of Any and All Notes validly tendered and accepted for payment, was calculated in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such series of Any and All Notes (the “Fixed Spread”) as specified in the table above plus the applicable yield to maturity (the “Reference Yield”) based on the bid-side price of the applicable U.S. Treasury reference security or the mid-market price of the U.K. government bond reference security, as applicable, as specified in the table above (as applicable to each such series of Any and All Notes, the “Reference Security”), as quoted on the applicable Bloomberg reference page at 10:00 a.m., New York City time, on March 2, 2021.
To receive the Total Consideration, holders of Any and All Notes must validly tender and not validly withdraw their Any and All Notes or timely comply with the guaranteed delivery procedures set forth in the Offer to Purchase prior to the expiration of the Any and All Tender Offer. Any and All Notes tendered may be withdrawn at any time prior to the expiration of the Any and All Tender Offer, by following the procedures described in the Offer to Purchase. Holders of Any and All Notes are urged to read carefully the Offer to Purchase before making any decision with respect to the Any and All Tender Offer.
FIS’ obligation to accept for payment and to pay for the Any and All Notes validly tendered in the Any and All Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including a financing condition. The Any and All Tender Offer may be terminated or withdrawn in whole or terminated or withdrawn with respect to any series of the Any and All Notes, subject to applicable law. FIS reserves the right, subject to applicable law, to (i) waive any and all conditions to the Any and All Tender Offer, (ii) extend or terminate the Any and All Tender Offer, or (iii) otherwise amend the Any and All 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 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 email@example.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.
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.
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.
For More Information
Fidelity National Information Services
Kim Snider, 904.438.6278
Senior Vice President
FIS Global Marketing and Communications
Nathan Rozof, CFA, 904.438.6918
Executive Vice President
FIS Corporate Finance and Investor Relations