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
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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. |
Underwriting Agreement Relating to EUR and GBP Senior Notes
On November 21, 2019, Fidelity National Information Services, Inc. (“FIS”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities plc, Merrill Lynch International, MUFG Securities EMEA plc, Wells Fargo Securities International Limited and the other several underwriters named therein, providing for the issuance and sale of €1 billion in aggregate principal amount of 0.125% Senior Notes due 2022, €625 million in aggregate principal amount of 0.625% Senior Notes due 2025, €625 million in aggregate principal amount of 1.000% Senior Notes due 2028 and £300 million in aggregate principal amount of 2.250% Senior Notes due 2029 (collectively, the “Notes”). The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The 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. 333-232920) of FIS filed with the Securities and Exchange Commission (the “Commission”) on July 31, 2019 (the “S-3”). The Notes are being offered and sold pursuant to the S-3, as supplemented by a preliminary prospectus supplement dated November 21, 2019 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933 (the “Securities Act”) on November 21, 2019, a free writing prospectus dated November 21, 2019 filed with the Commission pursuant to Rule 433 under the Securities Act on November 21, 2019, and a final prospectus supplement dated November 21, 2019 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on November 22, 2019. The closing of the Notes offering is expected to occur on December 3, 2019, subject to the satisfaction of customary closing conditions.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit |
Description | |||
| 1.1 |
Underwriting Agreement, dated November 21, 2019. | |||
| 101 |
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |||
| 104 |
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | |||
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EXHIBIT INDEX
| Exhibit |
Description | |||
| 1.1 |
||||
| 101 |
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |||
| 104 |
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | |||
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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: November 25, 2019 |
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| By: |
/s/ Marc M. Mayo | |||||
| Name: |
Marc M. Mayo | |||||
| Title: |
Corporate Executive Vice President and Chief Legal Officer | |||||
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