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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below and accepted for purchase (the "Accepted Maximum Tender Offer Notes") had been validly tendered and not validly withdrawn.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 | Principal | Acceptance | February | U.S. | Reference | Fixed | Repurchase | Principal | Early | Total |
4.250% | CUSIP: | $400,000,000 | 1 | N/A | 1.125% | 1.530% | +25 bps | 1.780% | $170,930,000 | $50 | $1,160.38 |
3.750% | CUSIP: | $1,000,000,000 | 2 | N/A | 1.125% | 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.
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.
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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
