- ™ (NYSE: FIS), the world's largest provider of banking
and payments technology, today announced the completion
of the amendment of its existing credit agreement and
that, separately, it has closed its private offering of
an additional $150 million aggregate principal amount of
7.625% senior unsecured notes due July 15, 2017 (the
"2017 Notes").
The amended credit facility includes $2.15 billion of
Term Loan A maturing July 2014, $1.0 billion of revolving
loan capacity maturing July 2014 and $1.25 billion of
Term Loan B maturing July 2016. The amended facility
provides FIS with $400.0 million of additional Term Loan
A maturing July 2014 and $78.5 million of additional
revolving loan capacity maturing July 2014. FIS also has
arranged further commitments for an additional $50
million in revolving loan capacity maturing July 2014
under its credit facility, which commitments FIS expects
will be put in place in January 2012. FIS will use the
proceeds of the additional Term Loan A, the new Term Loan
B and the $150 million of new 2017 Notes to extinguish
$315 million of Term Loan A maturing January 2012 and
$1.48 billion of existing Term Loan B, as well as to pay
fees and expenses related to the amendment of the credit
facility and the issuance of the senior notes. The new
revolving loan capacity replaces revolving loan capacity
that matures in January 2012.
The new Term Loan B bears interest based on LIBOR plus
3.25%, subject to a LIBOR floor of 1.00%, compared to
interest on the existing Term Loan B that was based on
LIBOR plus 3.75%, subject to a LIBOR floor of 1.50%. The
pricing of the Term Loan A maturing July 2014 and
revolving loan capacity maturing July 2014 remains
unchanged. The 2017 Notes have the same terms as the $600
million aggregate principal amount of senior unsecured
notes FIS issued in July 2010. There was no material
change to FIS's total or secured leverage as a result of
the amendment.
In connection with the amendment of the credit facility,
FIS expects to record a pre-tax charge of approximately
$39 million in the fourth quarter of 2011 related to the
early extinguishment of debt and costs associated with
the issuance of the new term loans.
The Additional 2017 Notes were offered and sold in the
United States to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act") and outside the United
States to non-U.S. persons in reliance on Regulation S
under the Securities Act. The Additional 2017 Notes have
not been registered under the Securities Act and may not
be offered or sold without registration unless pursuant
to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and
all applicable state laws. This press release shall not
constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of the Notes in
any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under
the securities laws of any such state.
JPMorgan Securities LLC, and Bank of America Securities,
LLC, acted as joint lead arrangers of the credit
facility.
FIS (NYSE: FIS) is the world's largest global provider
dedicated to banking and payments technologies. With a
long history deeply rooted in the financial services
sector, FIS serves more than 14,000 institutions in over
100 countries. Headquartered in Jacksonville, Fla., FIS
employs more than 33,000 people worldwide and holds
leadership positions in payment processing and banking
solutions, providing software, services and outsourcing
of the technology that drives financial institutions.
First in financial technology, FIS tops the annual
FinTech 100 list, is ranked third on the Barron's 500,
426 on the Fortune 500 and is a member of Standard &
Poor's 500® Index. For more information about FIS, visit
.
Forward-Looking Statements
This news release contains "forward-looking statements"
within the meaning of the U.S. federal securities laws.
Statements that are not historical facts, including the
statements that we expect to put in place an additional
$50 million in revolving loan capacity under our credit
facility in January 2012 and to record a pre-tax charge
of approximately $39 million in the fourth quarter of
2011 related to the early extinguishment of debt and
costs associated with the issuance of the new term loans,
as well as other statements about our expectations,
hopes, intentions, or strategies regarding the future,
are forward-looking statements. These statements relate
to future events and our future results, and involve a
number of risks and uncertainties. Forward-looking
statements are based on management's beliefs, as well as
assumptions made by, and information currently available
to, management. Any statements that refer to beliefs,
expectations, projections or other characterizations of
future events or circumstances and other statements that
are not historical facts are forward-looking
statements.
Actual results, performance or achievement could differ
materially from those contained in these forward-looking
statements. The risks and uncertainties that
forward-looking statements are subject to include without
limitation: changes and conditions in general economic,
business and political conditions, including the
possibility of intensified international hostilities,
acts of terrorism, and changes and conditions in either
or both the United States and international lending,
capital and financial markets; the effect of legislative
initiatives or proposals, statutory changes, governmental
or other applicable regulations and/or changes in
industry requirements, including privacy regulations; the
effects of our substantial leverage which may limit the
funds available to make acquisitions and invest in our
business; the risks of reduction in revenue from the
elimination of existing and potential customers due to
consolidation in or new laws or regulations affecting the
banking, retail and financial services industries or due
to financial failures or other setbacks suffered by firms
in those industries; changes in the growth rates of the
markets for core processing, card issuer, and transaction
processing services; failures to adapt our services and
products to changes in technology or in the marketplace;
internal or external security breaches of our systems,
including those relating to the theft of personal
information and computer viruses affecting our software
or platforms, and the reactions of customers, card
associations and others to any such future events; the
failure to achieve some or all of the benefits that we
expect from acquisitions; our potential inability to find
suitable acquisition candidates or finance such
acquisitions, which depends upon the availability of
adequate cash reserves from operations or of acceptable
financing terms and the variability of our stock price,
or difficulties in integrating past and future acquired
technology or business' operations, services, clients and
personnel; competitive pressures on product pricing and
services including the ability to attract new, or retain
existing, customers; an operational or natural disaster
at one of our major operations centers; our possible
inability to put in place an additional $50 million in
revolving loan capacity under our credit facility in
January 2012 due to a failure to meet all of the
conditions to the lenders' commitment; uncertainties
related to our final calculation of the pre-tax charge in
the fourth quarter of 2011 as a result of adjustments we
may make during the process of preparing our financial
statements for the year ended December 31, 2011; and
other risks detailed in "Risk Factors" and other sections
of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2010 and other filings
with the SEC.
Other unknown or unpredictable factors also could have a
material adverse effect on our business, financial
condition, results of operations and prospects.
Accordingly, readers should not place undue reliance on
these forward-looking statements. These forward-looking
statements are inherently subject to uncertainties, risks
and changes in circumstances that are difficult to
predict. Except as required by applicable law or
regulation, we do not undertake (and expressly disclaim)
any obligation and do not intend to publicly update or
review any of these forward-looking statements, whether
as a result of new information, future events or
otherwise.
For More Information:
Marcia Danzeisen, SVP, FIS Global Marketing and
Communications
Phone: 904.438.6083, Email: marcia.danzeisen@fisglobal.com
Mary Waggoner, SVP, FIS Investor Relations
Phone: 904.438.6282, Email: mary.waggoner@fisglobal.com
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