FIS Announces Expiration and Results of Any and All Tender Offer
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 3.625% Senior Notes due 2020 (the “2020 Notes”), 2.250% Senior Notes due 2021 (the “2021 Notes”) and 4.500% Senior Notes due 2022 (the “2022 Notes” and, collectively with the 2020 Notes and the 2021 Notes, the “Any and All Notes”) (CUSIP Nos. 31620MAP1, 31620MAS5 and 31620MAQ9) expired at 5:00 p.m., New York City time, on December 2, 2019. According to information provided by D.F. King & Co. Inc., the tender and information agent for the Any and All Tender Offer, $545,508,000 aggregate principal amount of the 2020 Notes, $638,618,000 aggregate principal amount of the 2021 Notes and $158,294,000 aggregate principal amount of the 2022 Notes were validly tendered prior to or at the expiration of the Any and All Tender Offer and not validly withdrawn. This amount excludes $763,000 aggregate principal amount of the 2020 Notes and $942,000 aggregate principal amount of the 2021 Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, dated November 21, 2019 (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 December 3, 2019 (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 $1,012.47 for each $1,000 principal amount of 2020 Notes, $1,005.81 for each $1,000 principal amount of 2021 Notes and $1,063.38 for each $1,000 principal amount of 2022 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 concurrent offering of Euro- and Pounds sterling-denominated senior notes, which is expected to be completed on December 3, 2019.
FIS has retained BofA Securities and J.P. Morgan Securities LLC as dealer managers (the “Dealer Managers”) for the Any and All Tender Offer. FIS has retained D.F. King & Co, Inc. 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: BofA Securities at (980) 387-3907 (collect) or (888) 292-0070 (toll-free); or J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3424 (collect). Requests for documents and questions regarding the tendering of securities may be directed to D.F. King & Co., Inc. by telephone at (212) 269-5550 (for banks and brokers only) or (800) 549-6864 (for all others toll-free), by email at firstname.lastname@example.org 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 55,000 people 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, 2018, FIS’ Form 10-Q for the quarterly period ended June 30, 2019, FIS’ Form 10-Q for the quarterly period ended September 30, 2019 and FIS’ other filings with the Securities and Exchange Commission.
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