FIS Announces Cash Tender Offers for Certain Outstanding Senior Notes
Any and All of the Outstanding Securities Listed Below
Title of Security |
Security Identifier(s) |
Principal Amount Outstanding |
Applicable Maturity Date |
Applicable Par Call Date |
Reference Security |
Bloomberg Reference Page |
Fixed Spread |
Fixed Total Consideration (1) |
Floating Rate Senior Notes due 2021 |
ISIN: XS1843436491 |
€500,000,000 |
|
N/A |
N/A |
N/A |
N/A |
€1,000.50 |
0.125% Senior Notes due 2021 |
ISIN: XS1843436657 |
€500,000,000 |
|
|
N/A |
N/A |
N/A |
€1,000.82 |
3.500% Senior Notes due 2023 |
CUSIP: 31620MAK2 ISIN: US31620MAK27 |
|
|
|
0.250% UST due |
FIT5 |
+30 bps |
N/A |
3.875% Senior Notes due 2024 |
CUSIP: 31620MAM8 ISIN: US31620MAM82 |
|
|
|
2.000% UST due |
FIT5 |
+25 bps |
N/A |
2.602% Senior Notes due 2025 |
ISIN: XS1843436061 |
£625,000,000 |
|
|
5.000% UKT due |
FIT GLT0-10 |
+30 bps |
N/A |
5.000% Senior Notes due 2025 |
CUSIP: 31620MAR7 ISIN: US31620MAR79 |
|
|
|
0.250% UST due |
FIT6 |
+45 bps |
N/A |
3.000% Senior Notes due 2026 |
CUSIP: 31620MAT3 ISIN: US31620MAT36 |
|
|
|
1.625% UST due |
FIT6 |
+25 bps |
N/A |
____________________
1. |
Per €1,000 principal amount of Floating Rate Senior Notes due 2021 or 0.125% Senior Notes due 2021, as applicable, validly tendered at or prior to the Any and All Expiration Date (as defined below) or the Guaranteed Delivery Date (as defined below) pursuant to Guaranteed Delivery Procedures (as defined in the Offer to Purchase (as defined below)) and accepted for purchase (and subject to the applicable minimum authorized denominations described in the Offer to Purchase). Does not include the Accrued Interest. |
Up to the Aggregate Maximum Repurchase Amount(a) of the Outstanding Securities Listed Below
Title of Security |
Security Identifier(s) |
Principal Amount Outstanding |
Acceptance Priority Level(a) |
Applicable Maturity Date |
Applicable Par Call Date |
Interpolated Rate |
Reference Security |
Bloomberg Reference Page |
Fixed Spread |
Early Tender Payment (b)(c) |
4.250% Senior Notes due 2028 |
CUSIP: 31620MAY2 ISIN: US31620MAY21 |
|
1 |
|
|
N/A |
1.125% UST due |
FIT1 |
+25 bps |
|
3.750% Senior Notes due 2029 |
CUSIP: 31620MBJ4 ISIN: US31620MBJ45 |
|
2 |
|
|
N/A |
1.125% UST due |
FIT1 |
+45 bps |
|
4.500% Senior Notes due 2046 |
CUSIP: 31620MAU0 ISIN: US31620MAU09 |
|
3 |
|
|
N/A |
1.625% UST due |
FIT1 |
+95 bps |
|
1.500% Senior Notes due 2027 |
ISIN: XS1843436228 |
€1,250,000,000 |
4 |
|
|
|
N/A |
ICAE1 |
+40 bps |
€50 |
(a) |
The offers with respect to the Maximum Tender Offer Notes are subject to the Aggregate Maximum Repurchase Amount. FIS will allocate the Aggregate Maximum Repurchase Amount to purchase Maximum Tender Offer Notes subject to the Acceptance Priority Level as more fully set forth in the Offer to Purchase. In applying the Aggregate Maximum Repurchase Amount with respect to the 1.500% Senior Notes due 2027, the Company intends to use a conversion rate of Euros to |
|
(b) |
Per |
|
(c) |
The Total Consideration for Maximum Tender Offer Notes validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread (as defined below) and is inclusive of the Early Tender Payment. |
The Securities denominated in
The Maximum Tender Offer will expire at
All Maximum Tender Offer Notes tendered prior to or at the Early Tender Date will be accepted based on the acceptance priority levels noted in the second table above and will have priority over Maximum Tender Offer Notes tendered after the Early Tender Date, regardless of the acceptance priority levels of the Maximum Tender Offer Notes tendered after the Early Tender Date. Subject to applicable law, FIS may increase or decrease the amounts of cash available for purchase of any of the Maximum Tender Offer Notes in its sole discretion.
The applicable consideration (the “Total Consideration”) payable for each
“February 2027 Interpolated Rate” means in the case of 1.500% Senior Notes due 2027, the rate, expressed as a percentage and rounded to the nearest 0.001% (with 0.0005 being rounded upwards), as determined by the Dealer Managers at the Price Determination Date, calculated by means of linear interpolation of the 5 Year Mid-Swap Rate and the 6 Year Mid-Swap Rate as follows: by (a) subtracting the 5 Year Mid-Swap Rate from the 6 Year Mid-Swap Rate and multiplying the result of such subtraction by the
Any and All Notes tendered pursuant to the Any and All Tender Offer may be withdrawn prior to or at, but not after,
After the applicable Withdrawal Deadline, you may not withdraw your tendered Securities unless FIS amends the applicable Tender Offer in a manner that is materially adverse to the tendering holders, in which case withdrawal rights may be extended as FIS determines, to the extent required by law (as determined by FIS), appropriate to allow tendering holders a reasonable opportunity to respond to such amendment. Additionally, FIS, in its sole discretion, may extend a Withdrawal Deadline for any purpose. If a custodian bank, broker, dealer, commercial bank, trust company or other nominee holds your Securities, such nominee may have an earlier deadline or deadlines for receiving instructions to withdraw tendered Securities.
The Tender Offers are being made pursuant to an Offer to Purchase, dated
For a holder who holds Securities through DTC to validly tender Securities pursuant to the Tender Offers, an Agent’s Message and any other required documents must be received by the tender and information agent at its address set forth on the Offer to Purchase at or prior to the Expiration Date or, if tendering Any and All Notes pursuant to the Guaranteed Delivery Procedures, no later than
FIS’ obligation to accept for payment and to pay for the Securities validly tendered in the Tender Offers is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including a financing condition. The Tender Offers may be terminated or withdrawn in whole or terminated or withdrawn with respect to any series of the Securities, subject to applicable law. FIS reserves the right, subject to applicable law, to (i) waive any and all conditions to any of the Tender Offers, (ii) extend or terminate any of the Tender Offers, (iii) increase or decrease the Aggregate Maximum Repurchase Amount, or (iv) otherwise amend any of the Tender Offers in any respect.
FIS has retained
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are 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
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 Securities, the expiration and settlement of the Tender Offers, the satisfaction of conditions to the Tender Offers, whether the Tender 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 year ended
View source version on businesswire.com: https://www.businesswire.com/news/home/20210223005707/en/
Senior Vice President
kim.snider@fisglobal.com
or
Executive Vice President
FIS Corporate Finance and Investor Relations
nathan.rozof@fisglobal.com
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