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SEC Filings

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

Exhibit 1.2


$1,000,000,000 3.750% Senior Notes due 2029

Underwriting Agreement

May 14, 2019

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

As Representatives of the

several Underwriters listed

in Schedule 1 hereto

Ladies and Gentlemen:

Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $1,000,000,000 principal amount of its 3.750% Senior Notes due 2029 (the “2029 Notes” or the “Securities”). The Securities will be issued pursuant to an Indenture dated as of April 15, 2013 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended by a twenty-fifth Supplemental Indenture, with respect to the 2029 Notes, to be dated as of May 21, 2019 (the “Twenty-Fifth Supplemental Indenture”, and with the Base Indenture, the “Indenture”).

The Company intends to use the proceeds of the offering of the Securities as described in the “Use of Proceeds” section of the Time of Sale Information and the Prospectus, including to finance, in part, the Company’s acquisition of Worldpay, Inc. (“Worldpay”) pursuant to an Agreement and Plan of Merger, dated March 17, 2019, by and among the Company, Wrangler Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company, and Worldpay (the “Acquisition Agreement”). The term “Acquisition” as used herein shall refer to the transaction contemplated by the Acquisition Agreement.