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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/02/21 Fidelity Nat’l Information S… Inc 8-K:1,8,9 3/02/21 19:1M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 54K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 74K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 74K 4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 76K 5: EX-4.4 Instrument Defining the Rights of Security Holders HTML 79K 6: EX-4.5 Instrument Defining the Rights of Security Holders HTML 77K 7: EX-4.6 Instrument Defining the Rights of Security Holders HTML 76K 8: EX-5.1 Opinion of Counsel re: Legality HTML 19K 13: EX-5.2 Opinion of Counsel re: Legality HTML 19K 15: R1 Document and Entity Information HTML 86K 17: XML IDEA XML File -- Filing Summary XML 15K 14: XML XBRL Instance -- d321369d8k_htm XML 53K 16: EXCEL IDEA Workbook of Financial Reports XLSX 7K 10: EX-101.DEF XBRL Definitions -- fis-20210302_def XML 55K 11: EX-101.LAB XBRL Labels -- fis-20210302_lab XML 95K 12: EX-101.PRE XBRL Presentations -- fis-20210302_pre XML 59K 9: EX-101.SCH XBRL Schema -- fis-20210302 XSD 26K 18: JSON XBRL Instance as JSON Data -- MetaLinks 18± 28K 19: ZIP XBRL Zipped Folder -- 0001193125-21-065642-xbrl Zip 135K
Form 8-K |
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): i March 2, 2021
i Fidelity National Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)
i 1-16427
(Commission
File Number)
i Georgia | i 37-1490331 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) |
i 601 Riverside Avenue
i Jacksonville, i Florida i 32204
(Address of Principal Executive Offices)
i (904) i 438-6000
(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:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | 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 Symbol(s) |
Name of each exchange on which registered | ||
i Common Stock, par value $0.01 per share | i FIS | i New York Stock Exchange | ||
i Floating Rate Senior Notes due 2021 | i FIS21B | i New York Stock Exchange | ||
i 0.125% Senior Notes due 2021 | i FIS21C | i New York Stock Exchange | ||
i 1.700% Senior Notes due 2022 | i FIS22B | i New York Stock Exchange | ||
i 0.125% Senior Notes due 2022 | i FIS22C | i New York Stock Exchange | ||
i 0.750% Senior Notes due 2023 | i FIS23A | i New York Stock Exchange | ||
i 1.100% Senior Notes due 2024 | i FIS24A | i New York Stock Exchange | ||
i 2.602% Senior Notes due 2025 | i FIS25A | i New York Stock Exchange | ||
i 0.625% Senior Notes due 2025 | i FIS25B | i New York Stock Exchange | ||
i 1.500% Senior Notes due 2027 | i FIS27 | i New York Stock Exchange | ||
i 1.000% Senior Notes due 2028 | i FIS28 | i New York Stock Exchange | ||
i 2.250% Senior Notes due 2029 | i FIS29 | i New York Stock Exchange | ||
i 2.000% Senior Notes due 2030 | i FIS30 | i New York Stock Exchange | ||
i 3.360% Senior Notes due 2031 | i FIS31 | i New York Stock Exchange | ||
i 2.950% Senior Notes due 2039 | i FIS39 | i New York Stock Exchange |
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 i ☐
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 1.01. | Entry Into a Material Definitive Agreement. |
Closing of Senior Notes Offering
On March 2, 2021, 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 0.375% Senior Notes due 2023 (the “2023 Notes”), $750,000,000 in aggregate principal amount of 0.600% Senior Notes due 2024 (the “2024 Notes”), $1,250,000,000 in aggregate principal amount of 1.150% Senior Notes due 2026 (the “2026 Notes”), $750,000,000 in aggregate principal amount of 1.650% Senior Notes due 2028 (the “2028 Notes”), $1,250,000,000 in aggregate principal amount of 2.250% Senior Notes due 2031 (the “2031 Notes”) and $750,000,000 in aggregate principal amount of 3.100% Senior Notes due 2041 (the “2041 Notes” and, collectively with the 2023 Notes, the 2024 Notes, the 2026 Notes, the 2028 Notes and the 2031 Notes, the “Senior Notes”).
The sale of the Senior Notes was made pursuant to the terms of an Underwriting Agreement, dated February 23, 2021, with J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and U.S. Bancorp Investments, Inc., 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 February 26, 2021.
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 Thirtieth Supplemental Indenture thereto with respect to the 2023 Notes (attached hereto as Exhibit 4.1 and incorporated herein by reference), dated as of March 2, 2021, between FIS and the Trustee, as supplemented by the Thirty-First Supplemental Indenture thereto with respect to the 2024 Notes (attached hereto as Exhibit 4.2 and incorporated herein by reference), dated as of March 2, 2021, between FIS and the Trustee, as supplemented by the Thirty-Second Supplemental Indenture thereto with respect to the 2026 Notes (attached hereto as Exhibit 4.3 and incorporated herein by reference), dated as of March 2, 2021, between FIS and the Trustee, as supplemented by the Thirty-Third Supplemental Indenture thereto with respect to the 2028 Notes (attached hereto as Exhibit 4.4 and incorporated herein by reference), dated as of March 2, 2021, between FIS and the Trustee, as supplemented by the Thirty-Fourth Supplemental Indenture thereto with respect to the 2031 Notes (attached hereto as Exhibit 4.5 and incorporated herein by reference), dated as of March 2, 2021, between FIS and the Trustee, and as supplemented by the Thirty-Fifth Supplemental Indenture thereto with respect to the 2041 Notes (attached hereto as Exhibit 4.6 and incorporated herein by reference), dated as of March 2, 2021, 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. 333-232920) of FIS filed with the Commission on July 31, 2019, as supplemented by a preliminary prospectus supplement dated February 23, 2021 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933 (the “Securities Act”) on February 23, 2021, a free writing prospectus dated February 23, 2021 filed with the Commission pursuant to Rule 433 under the Securities Act on February 24, 2021, and a final prospectus supplement dated February 23, 2021 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on February 25, 2021.
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. |
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 2, 2021 | ||||||
By: | /s/ Marc M. Mayo | |||||
Name: | Marc M. Mayo | |||||
Title: | Corporate Executive Vice President and Chief Legal Officer |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period end: | 3/2/21 | 8-K | ||
2/26/21 | 8-K | |||
2/25/21 | 424B5 | |||
2/24/21 | 424B5, FWP | |||
2/23/21 | 424B5, 8-K, FWP | |||
7/31/19 | 3, 4, 8-K, POS AM, S-3ASR, S-8, S-8 POS | |||
4/15/13 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/24 Fidelity Nat’l Information S… Inc 10-K 12/31/23 130:16M 2/27/23 Fidelity Nat’l Information S… Inc 10-K 12/31/22 122:25M 2/23/22 Fidelity Nat’l Information S… Inc 10-K 12/31/21 120:18M |