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SEC Filings

425
FIDELITY NATIONAL INFORMATION SERVICES, INC. filed this Form 425 on 05/17/2019
Entire Document
 


Item 8.01

Other Events.

Underwriting Agreement Relating to EUR and GBP Senior Notes

On May 14, 2019, Fidelity National Information Services, Inc. (“FIS”) entered into an Underwriting Agreement (the “Euro-Sterling Underwriting Agreement”) with Barclays Bank PLC, Citigroup Global Markets Limited, Goldman Sachs & Co. LLC, J.P. Morgan Securities plc and the other several underwriters named therein, providing for the issuance and sale of €500 million in aggregate principal amount of Floating Rate Senior Notes due 2021, €500 million in aggregate principal amount of 0.125% Senior Notes due 2021, €1.25 billion in aggregate principal amount of 0.750% Senior Notes due 2023, €1.25 billion in aggregate principal amount of 1.500% Senior Notes due 2027, €1 billion in aggregate principal amount of 2.000% Senior Notes due 2030, €500 million in aggregate principal amount of 2.950% Senior Notes due 2039, £625 million in aggregate principal amount of 2.602% Senior Notes due 2025 and £625 million in aggregate principal amount of 3.360% Senior Notes due 2031 (collectively, the “Euro-Sterling Notes”). The Euro-Sterling Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Euro-Sterling Underwriting Agreement is filed with reference to and hereby is incorporated by reference into the automatically effective Registration Statement on Form S-3ASR (File No. 333-212372) of FIS filed with the Securities and Exchange Commission (the “Commission”) on July 1, 2016 (the “FIS S-3”). The Euro-Sterling Notes are being offered and sold pursuant to the FIS S-3, as supplemented by a preliminary prospectus supplement dated May 14, 2019 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933 (the “Securities Act”) on May 14, 2019, a free writing prospectus dated May 14, 2019 filed with the Commission pursuant to Rule 433 under the Securities Act on May 14, 2019, and a final prospectus supplement dated May 14, 2019 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on May 15, 2019. The closing of the Euro-Sterling Notes offering is expected to occur on May 21, 2019, subject to the satisfaction of customary closing conditions.

Underwriting Agreement Relating to USD Senior Notes

Also on May 14, 2019, FIS entered into an Underwriting Agreement (the “USD Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, providing for the issuance and sale of $1 billion in aggregate principal amount of 3.750% Senior Notes due 2029 (the “USD Notes”). The USD Underwriting Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference. The USD Underwriting Agreement is filed with reference to and hereby is incorporated by reference into the FIS S-3. The USD Notes are being offered and sold pursuant to the FIS S-3, as supplemented by a preliminary prospectus supplement dated May 14, 2019 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on May 14, 2019, a free writing prospectus dated May 14, 2019 filed with the Commission pursuant to Rule 433 under the Securities Act on May 14, 2019, and a final prospectus supplement dated May 14, 2019 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on May 15, 2019. The closing of the USD Notes offering is expected to occur on May 21, 2019, subject to the satisfaction of customary closing conditions.

Statement Regarding Forward-Looking Information

The statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or “Securities Act” and Section 21E of the Securities Exchange Act of 1934, as amended, or “Exchange Act,” including statements regarding our expectations, hopes, intentions, or strategies regarding the future. These statements relate to, among other things, business and market conditions, outlook and our future financial and operating results and debt. In many cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these terms, and other comparable terminology. Actual results could differ materially from those anticipated in these statements as a result of a number of factors, including, but not limited to:

 

   

the risk that the transactions described herein will not be completed or will not provide the expected benefits, or that we will not be able to achieve the cost or revenue synergies anticipated;

 

   

the risk that the integration of FIS and Worldpay, Inc. (“Worldpay”) will be more difficult, time-consuming or expensive than anticipated;

 

   

the risk of customer loss or other business disruption in connection with the transaction, or of the loss of key employees;

 

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