TIDM0WPY
RNS Number : 1662G
Worldpay, Inc
19 July 2019
NOTICE OF CONDITIONAL FULL REDEMPTION
OF
WORLDPAY FINANCE PLC's
EUR500,000,000 3.75% SENIOr NOTES DUE 2022
ISIN: XS1319701451 (REGULATION S) / XS1319700990 (144a)
NOTICE IS HEREBY GIVEN that, pursuant to Section 3.01 of the
Indenture, dated as of November 10, 2015, among Worldpay Finance
plc, as Issuer, Worldpay Group Limited (f/k/a Worldpay Group plc),
as Parent Guarantor, the Subsidiary Guarantors named therein,
Citibank, N.A., London Branch, as Trustee (the "Trustee"),
Citibank, N.A., London Branch, as Principal Paying Agent, Transfer
Agent and Calculation Agent, and Citigroup Global Markets
Deutschland AG, as Registrar, as supplemented by the First
Supplemental Indenture, dated as of July 16, 2018, among the
Issuer, Worldpay, LLC, as the Ultimate Parent Guarantor, and the
Trustee (as so supplemented, the "Indenture") and paragraph 7 of
the Notes, the Issuer has elected to redeem all of its 3.75% Senior
Notes due 2022 (the "Notes") that remain outstanding as of the
close of business on July 31, 2019 (the "Record Date"), subject to
the satisfaction or waiver in the Issuer's discretion of the
Condition (as defined below) (the "Redemption"). Capitalized terms
used but not defined herein have the meanings assigned to them in
the Indenture.
The anticipated redemption date is August 1, 2019. The
redemption date may in the Issuer's discretion be delayed until
such time as the Condition has been satisfied or waived, unless
such date is more than 60 days from the date hereof in which case
this notice shall be deemed rescinded; the date on which the
Redemption actually occurs is referred to as the "Redemption Date."
On the Redemption Date, the outstanding Notes will be redeemed at a
redemption price equal to the greater of (a) 100% of the principal
amount of the outstanding Notes thereof and (b) the present value
as of the Redemption Date of (i) the redemption price of 100% for
the outstanding Notes on August 15, 2022, plus (ii) all required
interest payments due on the Notes through August 15, 2022
(excluding accrued but unpaid interest to the Redemption Date),
computed using a discount rate equal to the Bund Rate as of the
Redemption Date plus 50 basis points calculated by the Issuer, plus
accrued and unpaid interest and Additional Amounts, if any, to the
Redemption Date (subject to the right of Holders of record of
Definitive Notes on the Record Date to receive interest and
Additional Amounts, if any, due on the relevant interest payment
date) (the "Redemption Price"). No Additional Amounts are
anticipated in connection with the Redemption. The Issuer will
calculate the Redemption Price on or about two Business Days prior
to the Redemption Date and notify the Trustee of such calculation
and the Holders of the Redemption Price two Business Days prior to
the Redemption Date. Assuming a Redemption Date of August 1, 2019,
accrued and unpaid interest as of the Redemption Date will be
EUR3,958,333.33. Unless the Issuer defaults in making the payment
of the Redemption Price, on the Redemption Date, interest on the
Notes will cease to accrue on and after the Redemption Date and the
only remaining right of the Holders of Notes will be the right to
receive payment of the Redemption Price upon surrender to the
Paying Agent of the Notes redeemed. Upon surrender of any Notes for
redemption as provided below, such Notes will be paid by the Issuer
at the Redemption Price.
To collect the Redemption Price, you must surrender your Notes
to Citibank, N.A., London Branch, the Paying Agent, at the
following address:
Citibank, N.A., London Branch
Citigroup Centre
Canada Square
London E14 5LP
United Kingdom
Attn: Agency & Trust, PPA Payments
While the Notes are in global form, payment will be made in
accordance with the applicable procedures of the clearing
systems.
The method of delivery of the Notes to the Paying Agent is at
your option and risk, but, if mail is used, registered mail is
suggested. Payment of the Redemption Price will be remitted
promptly on the Redemption Date and the receipt of the Notes by the
Paying Agent.
The ISINs referred to above have been assigned to the Notes by
an organization not affiliated with the Issuer or the Trustee and
are included solely for the convenience of the Holders of the
Notes. Neither the Issuer nor the Trustee shall be responsible for
the selection or use of these ISINs, nor is any representation made
as to their correctness or accuracy on the Notes or as indicated in
this notice of conditional full redemption.
Holders of the Notes are reminded that paying agents making
payments of interest or principal on securities may be obligated to
withhold a 24% tax from remittance to persons who have failed to
furnish the paying agent with a valid taxpayer identification
number. Holders of the Notes who wish to avoid the imposition of
such tax should submit certified taxpayer identification numbers
when presenting their Notes for payment.
This notice of conditional full redemption is being given prior
to the consummation of the pending merger (the "Merger") of
Wrangler Merger Sub, Inc., a wholly owned subsidiary of Fidelity
National Information Services, Inc. ("FIS"), with and into
Worldpay, Inc., the ultimate parent company of the Issuer
("Worldpay"), with Worldpay surviving the Merger as a wholly owned
subsidiary of FIS. The Redemption is conditional on (i) the
determination of FIS, in its sole discretion, that FIS and/or its
affiliates have raised funds, through commercial paper, revolving
credit borrowings and/or other financing sources, sufficient to
redeem all of the Notes in full and pay the Redemption Price on the
Redemption Date and (ii) the consummation of the Merger (together,
the "Condition"). Accordingly, none of the Notes shall be deemed
due and payable on the Redemption Date unless the Condition is
satisfied or waived by the Issuers. The Issuer will provide notice
to the Trustee, the Paying Agent and the Holders of satisfaction or
waiver of the Condition by no later than 10:00 a.m. (London time)
on the Redemption Date. The Redemption may, in the Issuer's
discretion, be delayed until such time as the Condition has been
met, unless such date is more than 60 days from the date hereof in
which case this notice shall be deemed rescinded.
By: Worldpay Finance plc, as Issuer
July 19, 2019
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCCKCDQNBKDKOD
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July 19, 2019 10:00 ET (14:00 GMT)
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