Fidelity National Information Services, FIS™,
(NYSE:FIS), a global leader in banking and payments technology as well
as consulting and outsourcing solutions, today announced the pricing of
its sale of $750 million in aggregate principal amount of 2.850% Senior
Notes due 2018, $1,750 million in aggregate principal amount of 3.625%
Senior Notes due 2020, $500 million in aggregate principal amount of
4.500% Senior Notes due 2022 and $1,500 million in aggregate principal
amount of 5.000% Senior Notes due 2025 (collectively, the “Notes”). FIS
intends to use the net proceeds from this offering, together with
borrowings under its new term loan credit agreement and its existing
revolving credit facility and cash on hand, to pay the cash portion of
the consideration for the acquisition of SunGard and its subsidiaries
pursuant to the merger agreement, dated August 12, 2015, by and among
FIS, SunGard and the other parties thereto, of approximately $2.3
billion (less certain adjustments), to repay the outstanding SunGard
bank debt, to redeem SunGard’s outstanding notes at or shortly following
the closing of the acquisition, including paying the applicable call
premium, and to pay transaction-related fees and expenses. To the extent
that FIS has excess proceeds from this offering, FIS will use them for
general corporate purposes. If the acquisition of SunGard and its
subsidiaries is not consummated, the 2018 Notes, 2020 Notes and 2022
Notes will be required to be redeemed at 101% of the principal amount
thereof plus accrued interest, and the net proceeds of the 2025 Notes
will be used for general corporate purposes, which may include the
repayment of amounts due under existing FIS debt agreements.
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Agricole
Securities (USA) Inc. and Wells Fargo Securities, LLC are joint
book-running managers for the offering. The offering of these securities
is made only by means of a prospectus supplement and accompanying
prospectus. Copies may be obtained by contacting Merrill Lynch, Pierce,
Fenner & Smith Incorporated at 222 Broadway, 11th Floor, New York, NY
10038, Attn: Prospectus Department, by calling 1-800-294-1322 or by
e-mailing Dg.prospectus_requests@baml.com,
Credit Agricole Corporate and Investment Bank at 1301 Avenue of the
Americas, New York, NY, 10019, by calling 1-866-807-6030 or by e-mailing syndicate@ca-cib.com
and Wells Fargo Securities, LLC at 608 2nd Avenue, South Minneapolis, MN
55402, Attn: WFS Customer Service, by calling 1-800-645-3751 or by
emailing wfscustomerservice@wellsfargo.com.
The Notes are being offered pursuant to an effective shelf registration
statement filed with the Securities and Exchange Commission on March 5,
2013.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the Notes, nor will there be any
sale of the Notes in any jurisdiction in which such offer, solicitation
or sale is not authorized or to any person to whom it is unlawful to
make such offer, solicitation or sale. Any offer, solicitation or sale
of the Notes will be made only by means of the prospectus supplement and
the accompanying prospectus.
About FIS
FIS is a global leader in banking and payments technology as well as
consulting and outsourcing solutions. With a long history deeply rooted
in the financial services sector, FIS serves more than 14,000
institutions in over 130 countries. Headquartered in Jacksonville, Fla.,
FIS employs more than 42,000 people worldwide and holds leadership
positions in payment processing and banking solutions. Providing
software, services and outsourcing of the technology that empowers the
financial industry, 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 risk that the
acquisition of SunGard will not be completed or will not provide the
benefits that FIS expects, the risk that the offering described herein
is not completed, the risk that the proceeds are not able to be used for
the purposes stated as a result of unforeseen circumstances and other
risks detailed in the “Statement Regarding Forward-Looking Information,”
“Risk Factors” and other sections of FIS’ Form 10-K and other filings
with the SEC.
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