Fidelity National Information Services, FIS™, (NYSE: FIS), a global leader in financial
services technology, today announced the pricing terms of its
previously announced 14 separate offers (the “Offers”) to purchase
for cash up to $2,250,000,000 aggregate principal amount of its
outstanding senior notes of the series listed in the table below
(collectively, the “Notes”).
The Offers are made upon the terms and subject to the conditions
set forth in the Offer to Purchase dated February 27, 2024 relating
to the Notes (the “Offer to Purchase”) and the accompanying notice
of guaranteed delivery (the “Notice of Guaranteed Delivery” and,
together with the Offer to Purchase, the “Tender Offer Documents”).
Capitalized terms used but not defined in this announcement have
the meanings given to them in the Offer to Purchase.
Set forth in the table below is the applicable Total
Consideration for each series of Notes, as calculated as of 10:00
a.m. (Eastern time) today, March 4, 2024, in accordance with the
Offer to Purchase.
Acceptance Priority
Level(1)
Title of Security
CUSIP/ISIN
Par Call Date(2)
Maturity Date
Principal Amount
Outstanding
Interpolated
Rate
Reference
Security(3)
Reference Yield
Fixed Spread(3)
Total Consideration(2)
(3)
1
3.360% Senior Notes due 2031
31620MBH8/ XS1843435683
02/21/2031
05/21/2031
£625,000,000
N/A
UKT 0.250% due July 31, 2031
3.982%
+65 bps
£920.35
2
2.250% Senior Notes due 2029
31620MBN5/ XS2085657299
09/03/2029
12/03/2029
£300,000,000
N/A
UKT 0.875% due October 22,
2029
3.970%
+45 bps
£889.70
3
3.750% Senior Notes due 2029
31620MBJ4/ US31620MBJ45
02/21/2029
05/21/2029
$603,972,000
N/A
UST 4.000% due January 31,
2029
4.198%
+35 bps
$963.33
4
2.250% Senior Notes due 2031
31620MBT2/ US31620MBT27
12/01/2030
03/01/2031
$1,250,000,000
N/A
UST 4.000% due February 15,
2034
4.205%
+70 bps
$844.60
5
4.500% Senior Notes due 2025
31620MBV7/ US31620MBV72
N/A
07/15/2025
$750,000,000
N/A
UST 3.000% due July 15, 2025
4.822%
+25 bps
$992.54
6
4.700% Senior Notes due 2027
31620MBW5/ US31620MBW55
06/15/2027
07/15/2027
$500,000,000
N/A
UST 4.125% due February 15,
2027
4.358%
+45 bps
$996.63
7
5.625% Senior Notes due 2052
31620MBZ8/ US31620MBZ86
01/15/2052
07/15/2052
$500,000,000
N/A
UST 4.750% due November 15,
2053
4.356%
+110 bps
$1,023.98
8
4.750% Senior Notes due 2048
31620MAZ9/ US31620MAZ95
11/15/2047
05/15/2048
$252,079,000
N/A
UST 4.750% due November 15,
2053
4.356%
+140 bps
$869.44
9
4.500% Senior Notes due 2046
31620MAU0/ US31620MAU09
02/15/2046
08/15/2046
$324,021,000
N/A
UST 4.500% due February 15,
2044
4.482%
+125 bps
$845.51
10
2.950% Senior Notes due 2039
31620MBF2/ XS1843436145
02/21/2039
05/21/2039
€500,000,000
May 2039 Interpolated Rate
N/A
2.709%
+80 bps
€934.91
11
5.100% Senior Notes due 2032
31620MBY1/ US31620MBY12
04/15/2032
07/15/2032
$750,000,000
N/A
UST 4.000% due February 15,
2034
4.205%
+70 bps
$1,012.90
12
4.250% Senior Notes due 2028
31620MAY2/ US31620MAY21
02/15/2028
05/15/2028
$229,070,000
N/A
UST 4.000% due January 31,
2029
4.198%
+95 bps
$966.48
13
3.100% Senior Notes due 2041
31620MBU9/ US31620MBU99
09/01/2040
03/01/2041
$750,000,000
N/A
UST 4.500% due February 15,
2044
4.482%
+105 bps
$734.39
14
2.000% Senior Notes due 2030
31620MBE5/ XS1843435923
02/21/2030
05/21/2030
€1,000,000,000
May 2030 Interpolated Rate
N/A
2.717%
+80 bps
€916.68
(1)
Subject to the satisfaction or waiver of the conditions of the
Offers described in the Offer to Purchase, if the Maximum Purchase
Condition is not satisfied with respect to every series of Notes,
FIS will accept Notes for purchase in the order of their respective
Acceptance Priority Level specified in the table above (with 1
being the highest Acceptance Priority Level and 14 being the lowest
Acceptance Priority Level). It is possible that a series of Notes
with a particular Acceptance Priority Level will not be accepted
for purchase even if one or more series with a higher or lower
Acceptance Priority Level are accepted for purchase.
(2)
For each series of Notes in respect of which a par call date is
indicated, the calculation of the applicable Total Consideration
(as defined below) has been performed taking into account such par
call date.
(3)
The Total Consideration for each series of Notes (such
consideration, the “Total Consideration”) payable per each $1,000,
€1,000 or £1,000 principal amount, as applicable, of such series of
Notes validly tendered for purchase has been based on the
applicable Fixed Spread specified in the table above for such
series of Notes, plus the applicable yield (i) in the case of the
2.950% Senior Notes due 2039 and 2.000% Senior Notes due 2030,
corresponding to the May 2039 Interpolated Rate and May 2030
Interpolated Rate, respectively, or (ii) in the case of each other
series of Notes, 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 quoted on the applicable Bloomberg Reference
Page as of 10:00 a.m. (Eastern time) today, March 4, 2024. See
“Description of the Offers—Determination of the Total
Consideration” in the Offer to Purchase. The Total Consideration
does not include the applicable Accrued Coupon Payment (as defined
below), which will be payable in cash in addition to the applicable
Total Consideration.
The Notes denominated in U.S. dollars are referred to in this
press release as “Dollar Notes,” the Notes denominated in Euros are
referred to as “Euro Notes” and the Notes denominated in Pounds
Sterling are referred to as “Sterling Notes.” The Offers will
expire at 5:00 p.m. (Eastern time) on March 4, 2024, unless
extended or earlier terminated (such date and time with respect to
an Offer, as the same may be extended with respect to such Offer,
the “Expiration Date”). Notes may be validly withdrawn at any time
at or prior to 5:00 p.m. (Eastern time) on March 4, 2024, unless
extended with respect to any Offer.
For Holders who deliver a Notice of Guaranteed Delivery and all
other required documentation at or prior to the Expiration Date,
upon the terms and subject to the conditions set forth in the
Tender Offer Documents, the deadline to validly tender Notes using
the Guaranteed Delivery Procedures (as defined in the Offer to
Purchase) will be the second business day after the Expiration Date
and is expected to be 5:00 p.m. (Eastern time) on March 6, 2024,
unless extended with respect to any Offer (the “Guaranteed Delivery
Date”).
The Initial Settlement Date will be the third business day after
the Expiration Date and is expected to be March 7, 2024. The
Guaranteed Delivery Settlement Date will be the second business day
after the Guaranteed Delivery Date and is expected to be March 8,
2024. Each of the Initial Settlement Date and the Guaranteed
Delivery Settlement Date is herein referred to as a “Settlement
Date.”
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, Holders whose Notes are accepted for purchase in
the Offers will receive the applicable Total Consideration for each
$1,000, €1,000 or £1,000 principal amount, as applicable, of such
Notes in cash on the applicable Settlement Date.
In addition to the applicable Total Consideration, Holders whose
Notes are accepted for purchase will receive a cash payment equal
to the accrued and unpaid interest on such Notes from and including
the immediately preceding interest payment date for such Notes to,
but excluding, the Initial Settlement Date (the “Accrued Coupon
Payment”). Interest will cease to accrue on the Initial Settlement
Date for all Notes accepted in the Offers, and Holders whose Notes
are tendered pursuant to the Guaranteed Delivery Procedures and are
accepted for purchase will not receive payment in respect of any
interest for the period from and including the Initial Settlement
Date. Under no circumstances will any interest be payable because
of any delay in the transmission of funds to Holders by any
Clearing System or its participants.
The Offers are subject to the satisfaction of certain conditions
as described in the Offer to Purchase. FIS reserves the right,
subject to applicable law, to waive any and all conditions to any
Offer. If any of the conditions is not satisfied, FIS is not
obligated to accept for payment, purchase or pay for, and may delay
the acceptance for payment of, any tendered notes, in each event
subject to applicable laws, and may terminate or alter any or all
of the Offers. The Offers are not conditioned on the tender of any
aggregate minimum principal amount of Notes of any series (subject
to minimum denomination requirements as set forth in the Offer to
Purchase).
FIS has retained Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, J.P. Morgan Securities plc, MUFG Securities
Americas Inc. and U.S. Bancorp Investments, Inc. to act as the lead
dealer managers for the Offers and Barclays Bank PLC, Barclays
Capital Inc., BMO Capital Markets Corp., BofA Securities, Credit
Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, Lloyds
Bank Corporate Markets plc, Lloyds Securities Inc., SMBC Nikko
Securities America, Inc., TD Securities (USA) LLC and Wells Fargo
Securities, LLC to act as co-dealer managers for the Offers.
Questions regarding the terms and conditions for the Offers should
be directed to Citigroup at (800) 558-3745 (toll-free) or (212)
723-6106 (collect), J.P. Morgan Securities LLC at (866) 834-4666
(toll-free) or (212) 834-4045 (collect) (only with respect to the
Dollar Notes), J.P. Morgan Securities plc at +44 20 7134 2468 (only
with respect to the Euro Notes and the Sterling Notes), MUFG at
(877) 744-4532 (toll-free) or (212) 405-7481 (collect), or US
Bancorp at (800) 479-3441 (toll-free) or (917) 558-2756
(collect).
D.F. King & Co, Inc. will act as the Information and Tender
Agent for the Offers. Questions or requests for assistance related
to the Offers or for additional copies of the Offer to Purchase may
be directed to D.F. King & Co, Inc. in New York by telephone at
(212) 269-5550 (for banks and brokers only) or (800) 207-2872 (for
all others toll-free), in London by telephone at +44 20 7920 9700,
or by email at fis@dfking.com. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for
assistance concerning the Offers. The Tender Offer Documents can be
accessed at the following link: http://www.dfkingltd.com/fis.
If FIS terminates any Offer with respect to one or more series
of Notes, it will give prompt notice to the Information and Tender
Agent, and all Notes tendered pursuant to such terminated Offer
will be returned promptly to the tendering Holders thereof. With
effect from such termination, any Notes blocked in the applicable
Clearing System will be released.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes as to when such
intermediary would need to receive instructions from a beneficial
owner in order for that Holder to be able to participate in, or
withdraw their instruction to participate in the Offers before the
deadlines specified herein and in the Offer to Purchase. The
deadlines set by any such intermediary and the applicable Clearing
System for the submission and withdrawal of tender instructions
will also be earlier than the relevant deadlines specified herein
and in the Offer to Purchase.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to sell any Notes or any other securities of the Company or
any of its subsidiaries. The Offers are being made solely pursuant
to the Offer to Purchase. The Offers are not being made to Holders
of Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. In any jurisdiction in which the
securities laws or blue sky laws require the Offers to be made by a
licensed broker or dealer, the Offers will be deemed to have been
made on behalf of the Company by the dealer managers or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
No action has been or will be taken in any jurisdiction that
would permit the possession, circulation or distribution of either
this announcement, the Offer to Purchase or any material relating
to us or the Notes in any jurisdiction where action for that
purpose is required. Accordingly, neither this announcement, the
Offer to Purchase nor any other offering material or advertisements
in connection with the Offers may be distributed or published, in
or from any such country or jurisdiction, except in compliance with
any applicable rules or regulations of any such country or
jurisdiction.
About FIS
FIS is a leading global provider of financial services
technology solutions for financial institutions, businesses and
developers. We improve the digital transformation of our financial
economy, advancing the way the world pays, banks and invests. We
provide the confidence made possible when reliability meets
innovation, helping our clients run, grow and protect their
business. Headquartered in Jacksonville, Florida, FIS is a member
of the Fortune 500® and the Standard & Poor's 500® Index. FIS
is incorporated under the laws of the State of Georgia as Fidelity
National Information Services, Inc., and our stock is traded under
the trading symbol "FIS" on the New York Stock Exchange.
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 Notes, the
expiration and settlement of the Offers, the satisfaction of
conditions to the Offers, whether the Offers 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 fiscal
year ended December 31, 2023 and FIS’ other filings with the
Securities and Exchange Commission.
Notice to Certain Non-U.S. Holders
Neither this announcement nor the Offer to Purchase constitute
an offer or an invitation by, or on behalf of, the Company or by,
or on behalf of, the dealer managers to participate in the Offers
in any jurisdiction in which it is unlawful to make such an offer
or solicitation in such jurisdiction. The distribution of this
announcement or the Offer to Purchase may be restricted by law in
certain jurisdictions. Persons into whose possession this
announcement or the Offer to Purchase come are required by the
Company and the dealer managers to inform themselves about and to
observe any such restrictions. This announcement or the Offer to
Purchase may not be used for or in connection with an offer or
solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or to any person to whom it is
unlawful to make such offer or solicitation.
United Kingdom
The communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the Offers is not
being made by, and such documents and/or materials have not been
approved, by an authorized person for the purposes of section 21 of
the Financial Services and Markets Act 2000, as amended.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. This announcement, the Offer to Purchase and
any other documents or materials relating to the Offers are
directed only at persons outside the United Kingdom or persons in
the United Kingdom who are (i) persons who have professional
experience in matters relating to investments falling within the
definition of “investment professionals” in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (“Financial Promotion Order”); and (ii) high net worth
companies, and other persons to whom such documents and materials
may lawfully be communicated, falling within Article 49(2)(a) to
(e) of the Financial Promotion Order (all such persons in (i) and
(ii) together being referred to as “Relevant Persons”). In the
United Kingdom, any investment or investment activity to which this
announcement or the Offer to Purchase relate will be available only
to, and engaged in only with, Relevant Persons. Any person in the
United Kingdom who is not a Relevant Person should not act or rely
on this announcement, the Offer to Purchase or any of its
contents.
France
The Offers are not being made, directly or indirectly, to the
public in France. Neither this announcement, the Offer to Purchase
nor any other documents or offering materials relating to the
Offers, has been or shall be distributed to the public in France
and only (i) qualified investors (investisseurs ualifies) acting
for their own account, other than individuals, and/or (ii) legal
entities whose total assets exceed €5 million, or whose annual
turnover exceeds €5 million, or whose managed assets exceed €5
million or whose average annual headcount exceeds 50, acting for
their own account all as defined in, and in accordance with,
Articles L.341-2, L.411-2, D.341-1 and D.411-1 of the French Code
monétaire et financier, are eligible to participate in the Offers.
This announcement and the Offer to Purchase have not been submitted
to the clearance procedures (visa) of the Autorité des marchés
financiers.
Belgium
The Offers do not constitute a public offering within the
meaning of Articles 3, §1, 1° and 6, §1, of the Belgian Takeover
Law. The Offers are exclusively conducted under applicable private
placement exemptions and have therefore not been, and will not be,
notified to, and neither this announcement, the Offer to Purchase
nor any other document or material relating to the Offers have
been, or will be, approved by the Belgian Financial Services and
Markets Authority (Autorité des Services et Marchés
Financiers/Autoriteit voor Financiële Diensten en Markten).
Accordingly, the Offers, this announcement, the Offer to Purchase,
any memorandum, information circular, brochure or any similar
documents relating to the Offers may not be advertised, offered or
distributed, directly or indirectly, to any person located and/or
resident in Belgium other than to persons who qualify as “Qualified
Investors” in the meaning of Article 10, §1, of the Belgian
Prospectus Law, as referred to in Article 6, §3, 1° of the Belgian
Takeover Law, and who is acting for its own account, or in other
circumstances which do not constitute a public offering in Belgium
pursuant to the Belgian Takeover Law. This announcement and the
Offer to Purchase have been issued only for the personal use of the
above Qualified Investors and exclusively for the purpose of the
Offers. Accordingly, the information contained herein or therein
may not be used for any other purpose or disclosed to any other
person in Belgium.
Italy
None of the Offers, this announcement, the Offer to Purchase or
any other documents or materials relating to the Offers has been or
will be submitted to the clearance procedure of the CONSOB,
pursuant to applicable Italian laws and regulations.
The Offers are being carried out in Italy as exempted offers
pursuant to article 101-bis, paragraph 3-bis of the Financial
Services Act and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of May 14, 1999, as amended.
Holders or beneficial owners of the Notes that are a resident of
and/or located in Italy can tender the Notes for purchase through
authorized persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
16190 of October 29, 2007, as amended, and Legislative Decree No.
385 of September 1, 1993, as amended) and in compliance with
applicable laws and regulations and with any requirements imposed
by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offers.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240304687772/en/
Fidelity National Information Services Ellyn Raftery,
904.438.6083 Chief Marketing & Communications Officer FIS
Global Marketing & Corporate Communications
Ellyn.Raftery@fisglobal.com
or
George Mihalos, 904.438.6438 Senior Vice President FIS Investor
Relations Georgios.Mihalos@fisglobal.com
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