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FIS > SEC Filings for FIS > Form 8-K on 3-Jun-2014All Recent SEC Filings

Show all filings for FIDELITY NATIONAL INFORMATION SERVICES, INC.

Form 8-K for FIDELITY NATIONAL INFORMATION SERVICES, INC.


3-Jun-2014

Entry into a Material Definitive Agreement, Other Ev


Item 1.01. Entry Into a Material Definitive Agreement

On June 3, 2014, FIS completed its issuance and sale of $300 million in aggregate principal amount of FIS' 1.450% Senior Notes due 2017 (the "2017 Notes") and $700 million in aggregate principal amount of FIS' 3.875% Senior Notes due 2024 (the "2024 Notes" and, together with the 2017 Notes, the "Notes"). The Notes were issued pursuant to an Indenture dated as of April 15, 2013, among FIS, The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") and the Guarantors (defined below), as supplemented by the Third Supplemental Indenture with respect to the 2017 Notes (attached hereto as Exhibit 4.1 and incorporated herein by reference), dated as of June 3, 2014, among FIS, the Trustee and the Guarantors, and as supplemented by the Fourth Supplemental Indenture with respect to the 2024 Notes (attached hereto as Exhibit 4.2 and incorporated herein by reference), dated as of June 3, 2014, among FIS, the Trustee and the Guarantors. The Notes are guaranteed by certain subsidiaries of FIS identified therein (the "Guarantors").

The Notes were offered and sold pursuant to the Registration Statement on Form S-3ASR (File No. 333-187047) of FIS filed with the Securities and Exchange Commission on March 5, 2013, as supplemented by a preliminary prospectus supplement dated May 27, 2014 (filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, on May 27, 2014), a free writing prospectus dated May 27, 2014 (filed with the Commission pursuant to Rule 433 under the Securities Act of 1933, on May 27, 2014) and a final prospectus supplement dated May 27, 2014 (filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933 on May 29, 2014).



Item 8.01. Other Events.

A copy of the press release, dated June 3, 2014, announcing the completion of the Notes offering is attached hereto as Exhibit 99.1.

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 copies of the opinion letters of (i) Baxter, Jewell & Dobson, P.A., concerning legal matters related to Arkansas law, (ii) Montgomery McCracken Walker & Rhoads LLP, concerning legal matters related to Pennsylvania law (iii) Moss & Barnett, A Professional Association, concerning legal matters related to Minnesota law,
(iv) Nelson Mullins Riley & Scarborough LLP, concerning legal matters related to California, Tennessee, Florida and Georgia law, (v) Phillips Murrah P.C., concerning legal matters related to Oklahoma law and (vi) Quarles & Brady LLP, concerning legal matters related to Nevada and Wisconsin law, are attached hereto as Exhibits 5.2 through 5.7, respectively.

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Item 9.01. Financial Statements and Exhibits.

Exhibit
  No.                                       Exhibit

 4.1         Third Supplemental Indenture, dated as of June 3, 2014

 4.2         Fourth Supplemental Indenture, dated as of June 3, 2104

 4.3         Form of Senior Note (included as Exhibit A to Exhibit 4.1 above)

 4.4         Form of Senior Note (included as Exhibit A to Exhibit 4.2 above)

 5.1         Legal Opinion of Willkie Farr & Gallagher LLP, dated June 3, 2104

 5.2         Legal Opinion of Baxter, Jewell & Dobson, P.A., dated June 3, 2014

 5.3         Legal Opinion of Montgomery McCracken Walker & Rhoads LLP, dated June
             3, 2014

 5.4         Legal Opinion of Moss & Barnett, A Professional Association, dated
             June 3, 2014

 5.5         Legal Opinion of Nelson Mullins Riley & Scarborough LLP, dated June 3,
             2014

 5.6         Legal Opinion of Phillips Murrah, P.C., dated June 3, 2014

 5.7         Legal Opinion of Quarles & Brady LLP, dated June 3, 2014

23.1         Consent of Willkie Farr & Gallagher LLP, dated June 3, 2014 (included
             in Exhibit 5.1 above)

23.2         Consent of Baxter, Jewell & Dobson, P.A., dated June 3, 2014 (included
             in Exhibit 5.2 above)

23.3         Consent of Montgomery McCracken Walker & Rhoads LLP, dated June 3,
             2014 (included in Exhibit 5.3 above)

23.4         Consent of Moss & Barnett, A Professional Association, dated June 3,
             2014 (included in Exhibit 5.4 above)

23.5         Consent of Nelson Mullins Riley & Scarborough LLP, dated June 3, 2014
             (included in Exhibit 5.5 above)

23.6         Consent of Phillips Murrah, P.C., dated June 3, 2014 (included in
             Exhibit 5.6 above)

23.7         Consent of Quarles & Brady LLP, dated June 3, 2014 (included in
             Exhibit 5.7 above)

99.1         Press Release, dated June 3, 2014 - Senior Note Offering Closing

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