Filed Pursuant to Rule 433
Registration Statement No. 333-212372
Pricing Term Sheet
FIDELITY NATIONAL INFORMATION SERVICES, INC.
Pricing Term Sheet
€500,000,000 Floating Rate Senior Notes due 2021 (“Floating Rate Notes”)
€500,000,000 0.125% Senior Notes due 2021 (“2021 Euro Notes”)
€1,250,000,000 0.750% Senior Notes due 2023 (“2023 Euro Notes”)
€1,250,000,000 1.500% Senior Notes due 2027 (“2027 Euro Notes”)
€1,000,000,000 2.000% Senior Notes due 2030 (“2030 Euro Notes”)
€500,000,000 2.950% Senior Notes due 2039 (“2039 Euro Notes”)
£625,000,000 2.602% Senior Notes due 2025 (“2025 Sterling Notes”)
£625,000,000 3.360% Senior Notes due 2031 (“2031 Sterling Notes”)
(“Senior Notes”)
The information in this pricing term sheet supplements the Issuer’s Preliminary Prospectus Supplement, dated May 14, 2019, and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information contained therein. The pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Financial information presented in the Preliminary Prospectus Supplement or incorporated by reference therein is deemed to have changed to the extent affected by the changes described herein. This pricing term sheet should be read together with the Preliminary Prospectus Supplement, including the documents incorporated by reference therein, and the accompanying Prospectus dated July 1, 2016 before making a decision in connection with an investment in the securities. Capitalized terms used in this pricing term sheet but not defined have the meanings given to them in the Preliminary Prospectus Supplement.
Floating Rate Notes
| Issuer |
Fidelity National Information Services, Inc. | |
| Expected Ratings (Moody’s/S&P/Fitch)* |
Baa2 / BBB / BBB (stable/stable/stable) | |
| Principal Amount |
€500,000,000 | |
| Trade Date |
May 14, 2019 | |
| Settlement Date |
T+5; May 21, 2019 | |
| Maturity Date |
May 21, 2021 | |
| Price to Public |
100.000% | |
| Base Rate |
EURIBOR | |
| Index Maturity |
Three-month | |
| Coupon (Interest Rate) |
Three-month EURIBOR plus 40 basis points (reset quarterly) | |
| Interest Rate Reset Dates | February 21, May 21, August 21 and November 21, commencing August 21, 2019 | |
| Interest Determination Dates | Quarterly, two TARGET System Days prior to each Interest Reset Date | |
| Interest Reset Period | Quarterly | |
| Interest Payment Dates | February 21, May 21, August 21 and November 21, commencing August 21, 2019 | |
| Day Count Convention | ACTUAL/360 | |
| Minimum Interest Rate | 0.000% | |
| Underwriting Discount | 0.300% | |
| Denominations | €100,000 and integral multiples of €1,000 in excess thereof | |
| Special Mandatory Redemption | In the event that the merger is not consummated on or prior to the Outside Date (as defined in the Preliminary Prospectus Supplement), or if, prior to the Outside Date, the Issuer notifies the trustee in writing that the merger agreement is terminated or that in the Issuer’s reasonable judgment the merger will not be consummated on or prior to the Outside Date, then, in either case, the Issuer will be required to redeem the Floating Rate Notes in whole and not in part at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Floating Rate Notes, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date. | |
| Redemption for Tax Reasons | The Floating Rate Notes will be redeemable at the Issuer’s option, in whole but not in part, at any time, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption in the event of certain changes in the tax laws of the United States or any taxing authority thereof or therein. | |
| Use of Proceeds | The Issuer intends to use the net proceeds from this offering, along with the net proceeds from the other transactions comprising the permanent financing for the merger with Worldpay, to provide funds for the cash portion of the merger consideration, the repayment of outstanding Worldpay debt and costs and expenses of the merger. Any remaining net proceeds would be used for general corporate purposes. Pending such uses, the Issuer may invest the net proceeds from this offering temporarily in investment-grade securities, money-market funds, bank deposit accounts or similar short-term investments, or use such net proceeds to repay outstanding borrowings under the Issuer’s existing commercial paper program or revolving credit facility. | |
| CUSIP | 31620MBB1 | |
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| Common Code/ISIN | 184343649/XS1843436491 | |
| Listing | The Issuer intends to apply to list the Floating Rate Notes on the New York Stock Exchange. | |
| Form | Clearstream/Euroclear, Book-Entry | |
| Joint Book-Running Managers | Barclays Bank PLC
Goldman Sachs & Co. LLC
Citigroup Global Markets Limited
J.P. Morgan Securities plc
MUFG Securities EMEA plc
U.S. Bancorp Investments, Inc.
Wells Fargo Securities, LLC
Crédit Agricole Corporate and Investment Bank
HSBC Securities (USA) Inc.
Lloyds Bank Corporate Markets plc
PNC Capital Markets LLC
SMBC Nikko Capital Markets Limited
SunTrust Robinson Humphrey, Inc. | |
| Senior Co-Managers | Bank of Montreal, London Branch
Regions Securities LLC
The Toronto-Dominion Bank | |
| Co-Managers | BB&T Capital Markets
Fifth Third Securities, Inc.
Capital One Securities, Inc.
Citizens Capital Markets, Inc. | |
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2021 Euro Notes
2023 Euro Notes
2027 Euro Notes
2030 Euro Notes
2039 Euro Notes
2025 Sterling Notes
2031 Sterling Notes
| Issuer | Fidelity National Information Services, Inc. | |
| Expected Ratings (Moody’s/S&P/Fitch)* | Baa2 / BBB / BBB (stable/stable/stable) | |
| Principal Amount | 2021 Euro Notes: €500,000,000 2027 Euro Notes: €1,250,000,000 2039 Euro Notes: €500,000,000 2025 Sterling Notes: £625,000,000 2031 Sterling Notes: £625,000,000 | |
| Coupon | 2021 Euro Notes: 0.125% 2027 Euro Notes: 1.500% 2039 Euro Notes: 2.950% 2025 Sterling Notes: 2.602% 2031 Sterling Notes: 3.360% | |
| Trade Date | May 14, 2019 | |
| Settlement Date | T+5; May 21, 2019 | |
| Maturity Date | 2021 Euro Notes: May 21, 2021 2027 Euro Notes: May 21, 2027 2039 Euro Notes: May 21, 2039 2025 Sterling Notes: May 21, 2025 2031 Sterling Notes: May 21, 2031 | |
| Price to Public | 2021 Euro Notes: 99.896% of principal amount 2027 Euro Notes: 99.940% of principal amount 2039 Euro Notes: 99.345% of principal amount 2025 Sterling Notes: 100.000% of principal amount 2031 Sterling Notes: 100.000% of principal amount | |
| Re-offer Yield (annual): | 2021 Euro Notes: 0.177% 2023 Euro Notes: 0.750% 2027 Euro Notes: 1.508% 2039 Euro Notes: 2.994% 2025 Sterling Notes: 2.602% 2031 Sterling Notes: 3.360% | |
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| Spread to Bund/Gilt | 2021 Euro Notes: + 40 basis points 2027 Euro Notes: + 125 basis points 2039 Euro Notes: + 205 basis points 2025 Sterling Notes: + 175 basis points 2031 Sterling Notes: + 215 basis points | |
| Benchmark Bund/Gilt | 2021 Euro Notes: OBL 0.000% due April 2021 #173 2027 Euro Notes: DBR 0.250% due February 2027 2039 Euro Notes: DBR 4.250% due July 2039 2025 Sterling Notes: UKT 5.000% due 2025 2031 Sterling Notes: UKT 4.750% due 2030 | |
| Benchmark Bund/Gilt Price and Yield | 2021 Euro Notes: 101.230%; -0.642% 2027 Euro Notes: 104.120%; -0.275% 2039 Euro Notes: 175.520%; 0.356% 2025 Sterling Notes: 123.580%; 0.835% 2031 Sterling Notes: 138.449%; 1.182% | |
| Pricing Benchmark | 2021 Euro Notes: Interpolated EUR mid-swap 2027 Euro Notes: Interpolated EUR mid-swap 2039 Euro Notes: Interpolated EUR mid-swap 2025 Sterling Notes: UKT 5.000% due 2025 2031 Sterling Notes: UKT 4.750% due 2030 | |
| Reference EUR Mid-swap Rate | 2021 Euro Notes: -0.223% 2027 Euro Notes: 0.258% 2039 Euro Notes: 0.944% | |
| Re-offer Spread to EUR Mid-swap Rate | 2021 Euro Notes: + 40 basis points 2027 Euro Notes: + 125 basis points 2039 Euro Notes: + 205 basis points | |
| Interest Payment Dates | 2021 Euro Notes: May 21 of each year, commencing May 21, 2020 2023 Euro Notes: May 21 of each year, commencing May 21, 2020 2027 Euro Notes: May 21 of each year, commencing May 21, 2020 2030 Euro Notes: May 21 of each year, commencing May 21, 2020 2039 Euro Notes: May 21 of each year, commencing May 21, 2020 2025 Sterling Notes: May 21 of each year, commencing May 21, 2020 2031 Sterling Notes: May 21 of each year, commencing May 21, 2020 | |
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| Underwriting Discount | 2021 Euro Notes: 0.300% 2027 Euro Notes: 0.550% 2039 Euro Notes: 0.650% 2025 Sterling Notes: 0.475% 2031 Sterling Notes: 0.600% | |
| Denominations | 2021 Euro Notes: €100,000 and integral multiples of €1,000 in excess thereof 2023 Euro Notes: €100,000 and integral multiples of €1,000 in excess thereof 2027 Euro Notes: €100,000 and integral multiples of €1,000 in excess thereof 2030 Euro Notes: €100,000 and integral multiples of €1,000 in excess thereof 2039 Euro Notes: €100,000 and integral multiples of €1,000 in excess thereof 2025 Sterling Notes: £100,000 and integral multiples of £1,000 in excess thereof 2031 Sterling Notes: £100,000 and integral multiples of £1,000 in excess thereof | |
| Optional Redemption | 2021 Euro Notes: At any time prior to the Par Call Date at a discount rate of the Comparable Government Bond Rate plus 15 basis points
2023 Euro Notes: At any time prior to the Par Call Date at a discount rate of the Comparable Government Bond Rate plus 20 basis points
2027 Euro Notes: At any time prior to the Par Call Date at a discount rate of the Comparable Government Bond Rate plus 30 basis points
2030 Euro Notes: At any time prior to the Par Call Date at a discount rate of the Comparable Government Bond Rate plus 35 basis points
2039 Euro Notes: At any time prior to the Par Call Date at a discount rate of the Comparable Government Bond Rate plus 40 basis points
2025 Sterling Notes: At any time prior to the Par Call Date at a discount rate of the Comparable Government Bond Rate plus 30 basis points
2031 Sterling Notes: At any time prior to the Par Call Date at a discount rate of the Comparable Government Bond Rate plus 35 basis points | |
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| Notwithstanding the foregoing, if the 2021 Euro Notes are redeemed on or after April 21, 2021 (the date that is one month prior to their maturity date), the 2023 Euro Notes are redeemed on or after April 21, 2023 (the date that is one month prior to their maturity date), the 2027 Euro Notes are redeemed on or after February 21, 2027 (the date that is three months prior to their maturity date), the 2030 Euro Notes are redeemed on or after February 21, 2030 (the date that is three months prior to their maturity date), the 2039 Euro Notes are redeemed on or after February 21, 2039 (the date that is three months prior to their maturity date), the 2025 Sterling Notes are redeemed on or after February 21, 2025 (the date that is three months prior to their maturity date) or the 2031 Sterling Notes are redeemed on or after February 21, 2031 (the date that is three months prior to their maturity date), the 2021 Euro Notes, the 2023 Euro Notes, the 2027 Euro Notes, the 2030 Euro Notes, the 2039 Euro Notes, the 2025 Sterling Notes and the 2031 Sterling Notes, respectively, will be redeemed at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption. April 21, 2021, April 21, 2023, February 21, 2027, February 21, 2030, February 21, 2039, February 21, 2025 and February 21, 2031 are the Par Call Dates in respect of the 2021 Euro Notes, the 2023 Euro Notes, the 2027 Euro Notes, the 2030 Euro Notes, the 2039 Euro Notes, the 2025 Sterling Notes and the 2031 Sterling Notes, respectively. | ||
| Special Mandatory Redemption | In the event that the merger is not consummated on or prior to the Outside Date (as defined in the preliminary prospectus supplement), or if, prior to the Outside Date, the Issuer notifies the trustee in writing that the merger agreement is terminated or that in the Issuer’s reasonable judgment the merger will not be consummated on or prior to the Outside Date, then, in either case, the Issuer will be required to redeem each of the 2021 Euro Notes, the 2023 Euro Notes, the 2027 Euro Notes, the 2030 Euro Notes, the 2039 Euro Notes, the 2025 Sterling Notes and the 2031 Sterling Notes, respectively, in whole and not in part at a special mandatory redemption price equal to 101% of the aggregate principal amount of each of the 2021 Euro Notes, the 2023 Euro Notes, the 2027 Euro Notes, the 2030 Euro Notes, the 2039 Euro Notes, the 2025 Sterling Notes and the 2031 Sterling Notes, respectively, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date. | |
| Use of Proceeds | The Issuer intends to use the net proceeds from this offering, along with the net proceeds from the other transactions comprising the permanent financing for the merger with Worldpay, to provide funds for the cash portion of the merger consideration, the repayment of outstanding Worldpay debt and costs and expenses of the merger. Any remaining net proceeds would be used for | |
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| general corporate purposes. Pending such uses, the Issuer may invest the net proceeds from this offering temporarily in investment-grade securities, money-market funds, bank deposit accounts or similar short-term investments, or use such net proceeds to repay outstanding borrowings under the Issuer’s existing commercial paper program or revolving credit facility. | ||
| CUSIP | 2021 Euro Notes: 31620MBA3 2027 Euro Notes: 31620MBD7 2039 Euro Notes: 31620MBF2 2025 Sterling Notes: 31620MBG0 2031 Sterling Notes: 31620MBH8 | |
| Common Code/ISIN | 2021 Euro Notes: 184343665/ XS1843436657 2027 Euro Notes: 184343622/ XS1843436228 2039 Euro Notes: 184343614/ XS1843436145 2025 Sterling Notes: 184343606/ XS1843436061 2031 Sterling Notes: 184343568/ XS1843435683 | |
| Listing | The Issuer intends to apply to list each of the 2021 Euro Notes, the 2023 Euro Notes, the 2027 Euro Notes, the 2030 Euro Notes, the 2039 Euro Notes, the 2025 Sterling Notes and the 2031 Sterling Notes on the New York Stock Exchange. | |
| Form | Clearstream/Euroclear, Book-Entry | |
| Joint Book-Running Managers | Barclays Bank PLC
Goldman Sachs & Co. LLC
Citigroup Global Markets Limited
J.P. Morgan Securities plc
MUFG Securities EMEA plc
U.S. Bancorp Investments, Inc.
Wells Fargo Securities, LLC
Crédit Agricole Corporate and Investment Bank
HSBC Securities (USA) Inc.
Lloyds Bank Corporate Markets plc
PNC Capital Markets LLC
SMBC Nikko Capital Markets Limited
SunTrust Robinson Humphrey, Inc. | |
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| Senior Co-Managers | Bank of Montreal, London Branch
Regions Securities LLC
The Toronto-Dominion Bank | |
| Co-Managers | BB&T Capital Markets
Fifth Third Securities, Inc.
Capital One Securities, Inc.
Citizens Capital Markets, Inc. | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Each credit rating should be evaluated independently of any other credit rating. |
None of Moody’s Investors Service, Inc. (“Moody’s”) S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC (“S&P”), or Fitch, Inc. (“Fitch”) is established in the European Union nor registered in accordance with Regulation (EC) No. 1060/2009 on credit rating agencies, as amended (the “CRA Regulation”), and therefore is not included in the list of credit rating agencies published by the European Securities and Markets Authority (“ESMA”) on its website in accordance with the CRA Regulation; however, the ratings assigned by each of Moody’s, S&P and Fitch are endorsed in the European Union by Moody’s Investors Service Ltd., S&P Global Ratings Europe Limited and Fitch Ratings Ltd (FRL), respectively.
Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document has been prepared as the notes are not available to retail investors in the EEA.
This communication is being distributed to, and is directed only at, persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply.
The issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by contacting Barclays Bank PLC by phone at +1 (888) 603-5847, Citigroup Global Markets Limited by phone at +1 (800) 831-9146, Goldman Sachs & Co. LLC by phone at +1 (212)-902-1171 or J.P. Morgan Securities plc collect at +44 (207-134-2468).
Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Notes on any date prior to two business days before delivery will be required, by virtue of the fact that the Senior Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.
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