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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of Registrant as Specified in its Charter)
(Commission
File Number)
| (State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) |
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
Early Settlement of Maximum Tender Offer
On March 10, 2021, FIS completed the early settlement of its previously announced tender offer (the “Maximum Tender Offer”) to purchase for cash up to an increased aggregate maximum repurchase amount of $566,958,000 principal amount of its outstanding 4.250% Senior Notes due 2028, its outstanding 3.750% Senior Notes due 2029, its outstanding 4.500% Senior Notes due 2046 and its outstanding 1.500% Senior Notes due 2027 (collectively, the “Maximum Tender Offer Notes”). The table below lists the aggregate principal amount of each series of the Maximum Tender Offer Notes that was accepted for purchase and the aggregate principal amount that remains outstanding for each such series following the early settlement.
| Title of Notes |
Principal Amount Tendered and Accepted for Purchase |
Principal Amount Outstanding After Maximum Tender Offer |
||||||
| 4.250% Senior Notes due 2028 |
$ | 170,930,000 | $ | 229,070,000 | ||||
| 3.750% Senior Notes due 2029 |
$ | 396,028,000 | $ | 603,972,000 | ||||
The Maximum Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on March 22, 2021, unless extended or earlier terminated. Because the Maximum Tender Offer was fully subscribed as of 5:00 p.m., New York City time, on March 8, 2021 (such time and date, 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.
The aggregate purchase price for the Maximum Tender Offer Notes accepted for purchase in the Maximum Tender Offer, including accrued interest and an early tender payment of $50 per $1,000 principal amount of Maximum Tender Offer Notes accepted for purchase, was $652,498,321.15.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Fidelity National Information Services, Inc. | ||||||
| Date: March 10, 2021 | ||||||
| By: | /s/ Marc M. Mayo | |||||
| Name: | Marc M. Mayo | |||||
| Title: | Corporate Executive Vice President and Chief Legal Officer | |||||
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