FIS Announces the Early Tender Results and Increase of its Pending Maximum Tender Offer

Rhea-AI Summary

Fidelity National Information Services (FIS) announced early tender results for its cash tender offer, increasing the maximum repurchase amount from $500 million to approximately $566.96 million. This offer targets its outstanding senior notes due from 2027 to 2046. As of the Early Tender Date, significant amounts of multiple series of notes were validly tendered and accepted. The Maximum Tender Offer will close on March 22, 2021, unless extended. Holders of the notes accepted will receive Total Consideration, including an Early Tender Payment of $50 per $1,000 of notes.

Positive

• Increased maximum repurchase amount to approximately $566.96 million from $500 million, indicating stronger liquidity management.
• Significant amounts of senior notes validly tendered and accepted, showcasing strong investor participation.

Negative

• Certain notes may be returned to holders, indicating limited acceptance based on overall participation and conditions.

Fidelity National Information Services, FIS®, (NYSE:FIS), a global leader in financial services technology, announced today the early tender results of its previously announced cash tender offer (the “Maximum Tender Offer”). FIS also announced that it has increased the Maximum Tender Offer amount from up to an aggregate maximum repurchase amount of $500,000,000 principal amount to $566,958,000 principal amount (such increased principal amount, the “Aggregate Maximum Repurchase Amount”) of its outstanding 4.250% Senior Notes due 2028, its outstanding 3.750% Senior Notes due 2029, its outstanding 4.500% Senior Notes due 2046 and its outstanding 1.500% Senior Notes due 2027 (collectively, the “Maximum Tender Offer Notes”). The terms and conditions of the Maximum Tender Offer are described in the Offer to Purchase, dated February 23, 2021 (the “Offer to Purchase”).

The following table sets forth certain information regarding the Maximum Tender Offer Notes and the Maximum Tender Offer, including the aggregate principal amount of each series of Maximum Tender Offer Notes that was validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on March 8, 2021 (the “Early Tender Date”), as reported by D.F. King, the tender and information agent for the Maximum Tender Offer:

Title of Security	Security Identifier(s)	Principal Amount Outstanding	Acceptance Priority Level	Aggregate Principal Amount Tendered as of the Early Tender Date	Aggregate Principal Amount Accepted
4.250% Senior Notes due 2028	CUSIP: 31620MAY2 ISIN: US31620MAY21	$400,000,000	1	$170,930,000	$170,930,000
3.750% Senior Notes due 2029	CUSIP: 31620MBJ4 ISIN: US31620MBJ45	$1,000,000,000	2	$396,028,000	$396,028,000
4.500% Senior Notes due 2046	CUSIP: 31620MAU0 ISIN: US31620MAU09	$324,021,000	3	$44,456,000	$0
1.500% Senior Notes due 2027	ISIN: XS1843436228	€1,250,000,000	4	€857,652,000	€0

The applicable Total Consideration for the Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase will be determined in the manner described in the Offer to Purchase at 10:00 a.m., New York City time, on March 9, 2021, unless extended or earlier terminated.

The principal amount of each series of Maximum Tender Offer Notes listed in the table above ultimately accepted for purchase will be determined in accordance with the Aggregate Maximum Repurchase Amount and the Acceptance Priority Levels set forth in the table above, in each case as further described in the Offer to Purchase. As a result, a holder who validly tenders Maximum Tender Offer Notes pursuant to the Maximum Tender Offer may have all or a portion of its Maximum Tender Offer Notes returned to it, and the amount of Maximum Tender Offer Notes returned will depend on the overall level of participation of holders in the Maximum Tender Offer and on the satisfaction or waiver of the conditions of the Maximum Tender Offer.

Holders of Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date, if accepted for purchase, will be eligible to receive the Total Consideration, which includes an Early Tender Payment of $50 per $1,000 principal amount or €50 per €1,000 principal amount, as applicable, of Maximum Tender Offer Notes validly tendered by such holders and accepted for purchase by FIS. Payments for Maximum Tender Offer Notes accepted for purchase will include accrued and unpaid interest from the last interest payment date applicable to the relevant series of Maximum Tender Offer Notes up to, but excluding, the applicable settlement date for such series of Maximum Tender Offer Notes accepted for purchase. It is anticipated that payment for the Maximum Tender Offer Notes that are validly tendered prior to or at the Early Tender Date will be March 10, 2021.

The Maximum Tender Offer will expire at 11:59 p.m., New York City time, on March 22, 2021 (the “Maximum Tender Expiration Date”), unless extended or earlier terminated. Because the Maximum Tender Offer has been fully subscribed as of the Early Tender Date, holders who tender Maximum Tender Offer Notes after the Early Tender Date will not have any of their Maximum Tender Offer Notes accepted for purchase. Any Maximum Tender Offer Notes tendered after the Early Tender Date, together with any Maximum Tender Offer Notes tendered at or prior to the Early Tender Date but not accepted for purchase by FIS, will be returned to the holders thereof as described in the Offer to Purchase.

The withdrawal deadline for the Maximum Tender Offer was 5:00 p.m., New York City time, on March 8, 2021 and has not been extended. Accordingly, previously tendered Maximum Tender Offer Notes and Maximum Tender Offer Notes tendered after such withdrawal deadline may not be withdrawn, subject to applicable law.

FIS’ obligation to accept for payment and to pay for the Maximum Tender Offer Notes validly tendered and not validly withdrawn in the Maximum Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. The Maximum Tender Offer may be terminated or withdrawn in whole or terminated or withdrawn with respect to any series of Maximum Tender Offer Notes, subject to applicable law. FIS reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Maximum Tender Offer, (ii) extend or terminate the Maximum Tender Offer, (iii) increase or decrease the Aggregate Maximum Repurchase Amount or (iv) otherwise amend the Maximum Tender Offer in any respect.

FIS has retained J.P. Morgan Securities LLC, J.P. Morgan Securities plc and Goldman Sachs & Co. LLC (the “Joint Dealer Managers”) as joint dealer managers for the Maximum Tender Offer and Barclays Capital Inc., Barclays Bank PLC and Citigroup Global Markets Inc. (the “Co-Dealer Managers” and, together with the Joint Dealer Managers, the “Dealer Managers”) as co-dealer managers for the Maximum Tender Offer. FIS has retained D.F. King as the tender and information agent for the Maximum Tender Offer. For additional information regarding the terms of the Maximum Tender Offer, please contact: J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, United States, Attn: Liability Management Group, U.S. Toll-Free: +1 (866) 834-4666, Collect: +1 (212) 834-3424, J.P. Morgan Securities plc, 25 Bank Street, Canary Wharf, London E14 5JP, United Kingdom, Attn: Liability Management, Tel.: +44 20 7134 2468 Email: liability_management_EMEA@jpmorgan.com and Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attn: Liability Management Group, U.S.: (212) 357-1452, Toll-Free: (800) 828-3182, Email: GS-LM-NYC@gs.com. Requests for documents and questions regarding the tendering of securities may be directed to D.F. King in New York by telephone at (212) 232-3233 (for banks and brokers only) or (800) 549-6864 (for all others toll-free), in London by telephone at +44 20 7920 9700, by email at fis@dfking.com or at www.dfking.com/fis 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 Maximum Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

About FIS

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 Jacksonville, Florida, FIS is a Fortune 500 company and is a member of Standard & Poor’s 500® Index.

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 Maximum Tender Offer Notes, the expiration and settlement of the Maximum Tender Offer, the satisfaction of conditions to the Maximum Tender Offer, whether the Maximum Tender Offer 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 December 31, 2020 and FIS’ other filings with the Securities and Exchange Commission.

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FAQ

What is the new maximum repurchase amount for FIS's tender offer?

FIS increased the maximum repurchase amount to approximately $566.96 million.

What are the accepted senior notes in FIS's tender offer?

The tender offer includes senior notes due from 2027 to 2046.

When is the expiration date for FIS's Maximum Tender Offer?

The Maximum Tender Offer will expire on March 22, 2021.

What is the Early Tender Payment for FIS's tender offer?

Holders of accepted notes will receive an Early Tender Payment of $50 per $1,000 principal amount.

What happens to notes tendered after the Early Tender Date?

Notes tendered after the Early Tender Date will not be accepted for purchase.