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Tuesday, March 10th, 2026

Fidelity National Information Services (FIS) 2026 Underwriting Agreement: Terms, Conditions, and Participating Underwriters




Fidelity National Information Services, Inc. Announces \$6.8 Billion Senior Notes Offering

Fidelity National Information Services, Inc. Announces \$6.8 Billion Senior Notes Offering

Key Details of the Offering

  • Issuer: Fidelity National Information Services, Inc. (“FIS”), a leading provider of technology solutions for merchants, banks, and capital markets firms.
  • Aggregate Principal Amount: \$6.8 billion in senior notes, offered in multiple tranches:

    • \$2,000,000,000 4.450% Senior Notes due 2028
    • \$2,300,000,000 4.550% Senior Notes due 2029
    • \$1,000,000,000 4.750% Senior Notes due 2031
    • \$1,500,000,000 Floating Rate Senior Notes due 2028
  • Pricing:

    • Fixed rate tranches priced at 100% of principal amount
    • Floating rate notes priced at 100% of principal amount, with interest at Compounded SOFR plus a specified spread, reset quarterly
  • Use of Proceeds: The company intends to use the net proceeds from the offering for general corporate purposes, which may include refinancing existing debt, funding acquisitions, and supporting ongoing operations.
  • Joint Book-Running Managers: Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and TD Securities (USA) LLC.
  • Senior Co-Managers: Credit Agricole Securities (USA) Inc., Truist Securities, Inc., Citizens JMP Securities, LLC, and Fifth Third Securities, Inc.
  • Other Underwriters: A broad syndicate including BofA Securities, MUFG Securities Americas, U.S. Bancorp Investments, BMO Capital Markets, Lloyds Securities, PNC Capital Markets, Regions Securities, and more, with clear allocations for each note tranche.
  • Expected Ratings: [Redacted in the document], but the company is a well-known seasoned issuer and not an ineligible issuer under the Securities Act.
  • Listing: The Senior Notes are not, and are not expected to be, listed on any securities exchange or included in any automated dealer quotation system.
  • Closing Date: The initial sales of the securities were made on March 4 and 5, 2026.
  • Governing Law: The notes are issued under an automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (SEC).
  • Indemnities & Representations: The underwriting agreement contains standard representations and warranties by FIS regarding the accuracy of its filings, absence of material adverse changes since the last financial statements, and compliance with relevant regulations. The underwriters are indemnified for liability arising from material misstatements, except for information supplied by the underwriters themselves.

Key Points for Shareholders

  • Significant New Debt Issuance: The \$6.8 billion in new debt represents a substantial addition to FIS’s capital structure. This will have a direct impact on leverage ratios, interest expense, and future cash flow allocation.
  • Potential Impact on Share Value: Shareholders should be aware that while refinancing or new funding can support strategic initiatives and strengthen the balance sheet, it can also increase financial risk if not matched by earnings growth or cost savings. The company has stated that there has been no material adverse change in the business or financial condition since the last reported financials, which may provide some reassurance.
  • Sophisticated Syndicate and High Demand: The broad list of underwriters and the size of the offering suggest strong institutional demand and market confidence in FIS’s credit profile.
  • No Listing: The notes will not be listed on any exchange, so liquidity for retail investors may be limited.
  • Disclosure Controls and Procedures: FIS asserts it has effective internal controls, no material weaknesses, and appropriate disclosure procedures in place, which are important for shareholder confidence.
  • Regulatory and Legal Compliance: There are no outstanding material legal, regulatory, or environmental issues disclosed that could affect the company’s ability to meet its obligations under the notes.
  • No Registration Rights: No person has the right to require the company to register additional securities due to this offering, so there is no risk of forced future equity dilution from this transaction.
  • Forward-Looking Statements: The company notes that forward-looking information is based on reasonable assumptions and made in good faith, but cautions that actual results may differ.

Potential Price-Sensitive Information

  • Balance Sheet Leverage: Investors should closely monitor the company’s leverage metrics and interest coverage ratios as a result of this substantial new debt. Changes here can affect credit ratings and equity valuations.
  • Strategic Use of Proceeds: The company’s flexibility to use proceeds for debt repayment, acquisitions, or general corporate purposes could lead to future M&A activity or capital allocation decisions that may impact share value.
  • No Material Adverse Change: The company has explicitly stated that there have been no material adverse changes in its business or financial condition since the last reporting period.
  • Market Conditions: The offering was completed in what appears to be a favorable environment for large-scale corporate debt, reflecting current market confidence in FIS.

Conclusion

Fidelity National Information Services, Inc.’s announcement of a \$6.8 billion multi-tranche senior notes offering is a major capital markets transaction. For shareholders, the new debt can act as both a catalyst for strategic initiatives and a point of financial risk, depending on how proceeds are ultimately deployed and how the company manages its balance sheet going forward.

Investors should track updates on the deployment of funds, changes in leverage, and any new strategic initiatives that may arise from this significant capital raise.


Disclaimer: This article is a summary and analysis based on the official SEC filing and related underwriting documentation. It does not constitute investment advice. Investors should perform their own due diligence and consult professional advisers before making investment decisions.




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