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SEC Filings

425
FIDELITY NATIONAL INFORMATION SERVICES, INC. filed this Form 425 on 05/17/2019
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(c) The Company intends to use the proceeds of the offering of the Securities in the manner described under the caption “Use of Proceeds” in the Time of Sale Information and the Prospectus.

2. Purchase of the Securities by the Underwriters.

(a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.700% of the principal amount of the 2021 Floating Rate Euro Notes, 99.596% of the principal amount of the 2021 Euro Notes, 99.650% of the principal amount of the 2023 Euro Notes, 99.390% of the principal amount of the 2027 Euro Notes, 99.229% of the principal amount of the 2030 Euro Notes, 98.695% of the principal amount of the 2039 Euro Notes, 99.525% of the principal amount of the 2025 Sterling Notes and 99.400% of the principal amount of the 2031 Sterling Notes, in each case, plus accrued interest, if any, from May 21, 2019 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

(c) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017 at 10:00 A.M., New York City time, on May 21, 2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.

(d) Payment for the Euro Notes shall be made by the Underwriters in euros and payment for the Sterling Notes shall be made by the Underwriters in GBP, in each case by wire transfer in immediately available funds through a common depository (the “Common Depository”) for Clearstream Banking, société anonyme (“Clearstream”) and Euroclear Bank S.A./N.V. (“Euroclear”), to the account(s) specified by the Company to the Representatives against delivery to the Common Depositary of one or more global notes representing the Securities (collectively, the “Global Notes”) in book-entry form which will be registered in the name of a nominee of the Common Depositary for Clearstream and Euroclear, with any transfer taxes payable in connection with the initial sale of the Securities to the Underwriters duly paid by the Company. The Global Notes will be made available for inspection by the Representatives at least twenty-four hours prior to the Closing Date.

 

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