| 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.
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.
