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

JACKSONVILLE, Fla.--()--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 $650,000,000 principal amount to $811,972,000 principal amount (such increased principal amount, the “Aggregate Maximum Repurchase Amount”) of its outstanding 5.000% Senior Notes due 2025 (the “2025 Notes”), its outstanding 4.750% Senior Notes due 2048 (the “2048 Notes”) and its outstanding 4.500% Senior Notes due 2046 (the “2046 Notes” and, collectively with the 2025 Notes and the 2048 Notes, the “Maximum Tender Offer Notes”). The terms and conditions of the Maximum Tender Offer are described in the Offer to Purchase, dated November 21, 2019 (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the aggregate principal amount of each series of Maximum Tender Offer Notes that was validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on December 5, 2019 (the “Early Tender Date”), as reported by D.F. King & Co., Inc., the tender and information agent for the Maximum Tender Offer:

Title of Security

CUSIP Number

Initial
Principal
Amount

Acceptance
Priority Level

Aggregate Principal
Amount Tendered as of the
Early Tender Date

5.000% Senior Notes due 2025

31620MAR7

$900,000,000

1

$288,072,000

4.750% Senior Notes due 2048

31620MAZ9

$600,000,000

2

$347,921,000

4.500% Senior Notes due 2046

31620MAU0

$500,000,000

3

$175,979,000

The applicable Total Consideration for the Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase will be determined in the manner described in the Offer to Purchase at 10:00 a.m., New York City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 December 6, 2019, 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. All Maximum Tender Offer Notes validly tendered and not validly withdrawn before the Early Tender Date will be accepted for purchase.

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 $30 per $1,000 principal amount 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 December 9, 2019.

The Maximum Tender Offer will expire at 11:59 p.m., New York City time, on December 19, 2019 (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 December 5, 2019 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 BofA Securities and J.P. Morgan Securities LLC as dealer managers (the “Dealer Managers”) for the Maximum Tender Offer. FIS has retained D.F. King & Co, Inc. as the tender and information agent for the Maximum Tender Offer. For additional information regarding the terms of the Maximum 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 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 55,000 people 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, 2018, FIS’ Form 10-Q for the quarterly period ended June 30, 2019, FIS’ Form 10-Q for the quarterly period ended September 30, 2019 and FIS’ other filings with the Securities and Exchange Commission.

Contacts

Kim Snider
Senior Vice President
FIS Global Marketing and Communications
904.438.6278
kim.snider@fisglobal.com

Nathan Rozof
FIS Corporate Finance
904.438.6918
nathan.rozof@fisglobal.com

Contacts

Kim Snider
Senior Vice President
FIS Global Marketing and Communications
904.438.6278
kim.snider@fisglobal.com

Nathan Rozof
FIS Corporate Finance
904.438.6918
nathan.rozof@fisglobal.com