Item 1.01. Entry Into a Material Definitive Agreement.
Closing of Senior Notes Offering
On July 13, 2022, Fidelity National Information Services, Inc. ("FIS") completed
the issuance and sale of its previously announced offering of senior notes,
consisting of $750,000,000 in aggregate principal amount of 4.500% Senior Notes
due 2025 (the "2025 Notes"), $500,000,000 in aggregate principal amount of
4.700% Senior Notes due 2027 (the "2027 Notes"), $750,000,000 in aggregate
principal amount of 5.100% Senior Notes due 2032 (the "2032 Notes") and
$500,000,000 in aggregate principal amount of 5.625% Senior Notes due 2052 (the
"2052 Notes" and, collectively with the 2025 Notes, the 2027 Notes and the 2032
Notes, the "Senior Notes").
The sale of the Senior Notes was made pursuant to the terms of an Underwriting
Agreement, dated July 6, 2022, with J.P. Morgan Securities LLC, BofA Securities,
Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as
representatives of the several underwriters named therein, a copy of which was
previously filed as Exhibit 1.1 to FIS' Current Report on Form 8-K filed with
the Securities and Exchange Commission (the "Commission") on July 11, 2022.
The Senior Notes were issued pursuant to an Indenture, dated as of April 15,
2013 (the "Base Indenture"), among FIS, certain other parties thereto and The
Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), as
supplemented by the Thirty-Sixth Supplemental Indenture thereto with respect to
the 2025 Notes (attached hereto as Exhibit 4.1 and incorporated herein by
reference), dated as of July 13, 2022, between FIS and the Trustee, as
supplemented by the Thirty-Seventh Supplemental Indenture thereto with respect
to the 2027 Notes (attached hereto as Exhibit 4.2 and incorporated herein by
reference), dated as of July 13, 2022, between FIS and the Trustee, as
supplemented by the Thirty-Eighth Supplemental Indenture thereto with respect to
the 2032 Notes (attached hereto as Exhibit 4.3 and incorporated herein by
reference), dated as of July 13, 2022, between FIS and the Trustee, and as
supplemented by the Thirty-Ninth Supplemental Indenture thereto with respect to
the 2052 Notes (attached hereto as Exhibit 4.4 and incorporated herein by
reference), dated as of July 13, 2022, between FIS and the Trustee.
The Senior Notes were offered and sold pursuant to the automatically effective
Registration Statement on Form S-3ASR (File No. 333-265745) of FIS filed with
the Commission on June 21, 2022, as supplemented by a preliminary prospectus
supplement dated July 6, 2022 filed with the Commission pursuant to Rule
424(b)(5) under the Securities Act of 1933 (the "Securities Act") on July 6,
2022, a free writing prospectus dated July 6, 2022 filed with the Commission
pursuant to Rule 433 under the Securities Act on July 6, 2022, and a final
prospectus supplement dated July 6, 2022 filed with the Commission pursuant to
Rule 424(b)(5) under the Securities Act on July 8, 2022.
Item 8.01. Other Events.
Opinion Letters
A copy of the opinion letter of Willkie Farr & Gallagher LLP relating to the
validity of the Senior Notes is filed as Exhibit 5.1 hereto, and a copy of the
opinion letter of Nelson Mullins Riley & Scarborough LLP concerning legal
matters related to Georgia law in respect of the Senior Notes is filed as
Exhibit 5.2 hereto.
Item 9.01. Financial Statements and Exhibits.
Exhibit
No. Description
4.1 Thirty-Sixth Supplemental Indenture, dated as of July 13, 2022
4.2 Thirty-Seventh Supplemental Indenture, dated as of July 13, 2022
4.3 Thirty-Eighth Supplemental Indenture, dated as of July 13, 2022
4.4 Thirty-Ninth Supplemental Indenture, dated as of July 13, 2022
4.5 Form of Senior Note (included as Exhibit A to Exhibit 4.1 above)
4.6 Form of Senior Note (included as Exhibit A to Exhibit 4.2 above)
4.7 Form of Senior Note (included as Exhibit A to Exhibit 4.3 above)
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4.8 Form of Senior Note (included as Exhibit A to Exhibit 4.4 above)
5.1 Legal Opinion of Willkie Farr & Gallagher LLP, dated July 13, 2022
5.2 Legal Opinion of Nelson Mullins Riley & Scarborough LLP, dated July 13,
2022
23.1 Consent of Willkie Farr & Gallagher LLP, dated July 13, 2022 (included
in Exhibit 5.1 above)
23.2 Consent of Nelson Mullins Riley & Scarborough LLP, dated July 13, 2022
(included in Exhibit 5.2 above)
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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