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of the 2022 Notes were validly tendered prior to or at the expiration of the Any and All Tender Offer and not validly withdrawn.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 fis@dfking.com 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.
