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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Any and All Notes were validly tendered prior to or at the expiration of the Any and All Tender Offer and not validly withdrawn in the amounts set forth in the table below: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
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
0.125% Senior Notes due 2021
3.500% Senior Notes due 2023
3.875% Senior Notes due 2024
2.602% Senior Notes due 2025
5.000% Senior Notes due 2025
3.000% Senior Notes due 2026
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 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.
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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