Fidelity National Information Services, FIS™, (NYSE: FIS), a global leader in financial
services technology, today announced (i) the results of its
previously announced 14 separate offers (the “Offers”) to purchase
for cash the outstanding senior notes of the series listed in the
table below (collectively, the “Notes”) and (ii) that it has
amended the Offers by increasing the Maximum Purchase Amount from
$2.250 billion to approximately $2.531 billion, an amount
sufficient to accept Priority Levels 1-7 in full.
The Offers were 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.
The Offers expired at 5:00 p.m. (Eastern time) on March 4, 2024
(the “Expiration 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.
The Notes denominated in U.S. dollars are referred to in this
announcement 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.” According to
information provided by D.F. King & Co, Inc., the Information
and Tender Agent in connection with the Offers, $2,238,229,000
combined aggregate principal amount of Dollar Notes, €187,499,000
combined aggregate principal amount of Euro Notes and £754,757,000
combined aggregate principal amount of Sterling Notes were validly
tendered prior to or at the Expiration Date and not validly
withdrawn. In addition, $117,671,000 combined aggregate principal
amount of Dollar Notes were tendered pursuant to the Guaranteed
Delivery Procedures and remain subject to the Holders’ performance
of the delivery requirements under such procedures. The table below
provides certain information about the Offers, including the
aggregate principal amount of each series of Notes validly tendered
and not validly withdrawn prior to the Expiration Date and the
aggregate principal amount of Notes reflected in Notices of
Guaranteed Delivery delivered at or prior to the Expiration Date
pursuant to the Tender Offer Documents.
Acceptance Priority
Level(1)
Title of Security
CUSIP/ISIN
Principal Amount
Outstanding
Total Consideration
(1)
Principal Amount
Tendered(2)
Principal Amount
Accepted(2)
Principal Amount Reflected in
Notices of Guaranteed Delivery
1
3.360% Senior Notes due 2031
31620MBH8/ XS1843435683
£625,000,000
£920.35
£504,747,000
£504,747,000
—
2
2.250% Senior Notes due 2029
31620MBN5/ XS2085657299
£300,000,000
£889.70
£250,010,000
£250,010,000
—
3
3.750% Senior Notes due 2029
31620MBJ4/ US31620MBJ45
$603,972,000
$963.33
$136,540,000
$136,540,000
$2,212,000
4
2.250% Senior Notes due 2031
31620MBT2/ US31620MBT27
$1,250,000,000
$844.60
$422,665,000
$422,665,000
$33,938,000
5
4.500% Senior Notes due 2025
31620MBV7/ US31620MBV72
$750,000,000
$992.54
$462,925,000
$462,925,000
$2,171,000
6
4.700% Senior Notes due 2027
31620MBW5/ US31620MBW55
$500,000,000
$996.63
$248,762,000
$248,762,000
$20,970,000
7
5.625% Senior Notes due 2052
31620MBZ8/ US31620MBZ86
$500,000,000
$1,023.98
$225,460,000
$225,460,000
$17,510,000
8
4.750% Senior Notes due 2048
31620MAZ9/ US31620MAZ95
$252,079,000
$869.44
$56,573,000
—
—
9
4.500% Senior Notes due 2046
31620MAU0/ US31620MAU09
$324,021,000
$845.51
$146,316,000
—
$61,000
10
2.950% Senior Notes due 2039
31620MBF2/ XS1843436145
€500,000,000
€934.91
€63,855,000
—
—
11
5.100% Senior Notes due 2032
31620MBY1/ US31620MBY12
$750,000,000
$1,012.90
$276,277,000
—
$39,151,000
12
4.250% Senior Notes due 2028
31620MAY2/ US31620MAY21
$229,070,000
$966.48
$35,470,000
—
—
13
3.100% Senior Notes due 2041
31620MBU9/ US31620MBU99
$750,000,000
$734.39
$227,241,000
—
$1,658,000
14
2.000% Senior Notes due 2030
31620MBE5/ XS1843435923
€1,000,000,000
€916.68
€123,644,000
—
—
(1)
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.
(2)
The amounts exclude the principal amounts
of Notes for which Holders have complied with certain procedures
applicable to guaranteed delivery pursuant to the Guaranteed
Delivery Procedures. Such amounts remain subject to the Guaranteed
Delivery Procedures. Notes tendered pursuant to the Guaranteed
Delivery Procedures are required to be tendered at or prior to 5:00
p.m. (Eastern time) on March 6, 2024.
Overall, $1,496,352,000 and £754,757,000 principal amount of
Dollar Notes and Sterling Notes, respectively, have been accepted
for purchase. The amounts in the immediately preceding sentence
exclude Notes delivered pursuant to the Guaranteed Delivery
Procedures. The Maximum Purchase Condition (after giving effect to
the increase described above) has been satisfied with respect to
the Offers in respect of the series of Notes with Acceptance
Priority Levels of 1-7. Accordingly, all Notes of those series that
have been validly tendered and not validly withdrawn at or prior to
the Expiration Date have been accepted for purchase. Because the
Maximum Purchase Condition was not satisfied with respect to the
series of Notes with Acceptance Priority Levels lower than 7, FIS
has not accepted any Notes of such series (as indicated in the
table above) and will promptly return all validly tendered Notes of
such series to the respective tendering Holders.
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, Holders whose Notes have been accepted for
purchase in the Offers will receive the applicable Total
Consideration specified in the table above for each $1,000, €1,000
or £1,000 principal amount, as applicable, of such Notes, which
will be payable in cash on the applicable Settlement Date.
In addition to the applicable Total Consideration, Holders whose
Notes have been accepted for purchase will be paid the Accrued
Coupon Payment. Interest will cease to accrue on the Initial
Settlement Date for all Notes accepted in the Offers, including
those tendered pursuant to the Guaranteed Delivery Procedures.
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.
FIS 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. acted 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.
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 were made solely pursuant to
the Offer to Purchase. The Offers were not 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/20240305497168/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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