TIDM0WPY
RNS Number : 1600G
Worldpay, Inc
19 July 2019
CONDITIONAL NOTICE OF FULL REDEMPTION
OF
WORLDPay, LLC's and VANTIV ISSUER CORP.'s
$500,00,000 4.375% SENIOr NOTES DUE 2025
CUSIP nos. 92211waa9 (144a) / aq3064831 (REGULATION S)
ISIN nos. US92211WAA99 (144a) / USU9219KAA89 (REGULATION S)
To the Holders of 4.375% Senior Notes due 2025
of Worldpay, LLC, as Issuer, and Vantiv Issuer Corp., as
Co-Issuer
NOTICE IS HEREBY GIVEN that, pursuant to (i) Section 3.01(a) of
the Indenture, dated as of December 21, 2017, among Worldpay, LLC
(f/k/a Vantiv, LLC), as Issuer, Vantiv Issuer Corp., as Co-Issuer,
the Guarantors party thereto, BNY Mellon Corporate Trustee Services
Limited, as Trustee, The Bank of New York Mellon SA/NV, as U.S.
Dollar Paying Agent and U.S. Dollar Transfer Agent, The Bank of New
York Mellon, London Branch, as Sterling Paying Agent and Sterling
Transfer Agent, and The Bank of New York Mellon, Luxembourg Branch,
as Registrar, as supplemented by the First Supplemental Indenture,
dated as of January 16, 2018, among the Issuers, the Guarantors
party thereto and the Trustee, as further supplemented by the
Second Supplemental Indenture, dated as of March 30, 2018, among
the Issuers, the Guarantors party thereto and the Trustee (as so
supplemented, the "Indenture") and (ii) paragraph 6 of the
certificate for the Notes (as defined below), the Issuers have
elected to redeem all of their 4.375% Senior Notes due 2025 (the
"Notes") that remain outstanding as of the close of business on
July 30, 2019, subject to the satisfaction or waiver in the
Issuers' 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 July 31, 2019. The redemption
date may in the Issuers' 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shall be deemed rescinded; the date on which the Redemption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 Notes will be redeemed at a redemption price
equal to 100% of the principal amount thereof, plus the Applicable
Premium, plus accrued and unpaid interest to, but excluding, the
Redemption Date (subject to the right of Holders of record on the
relevant Record Date to receive interest due on the relevant
interest payment date) (the "Redemption Price"). No Additional
Amounts are anticipated in connection with the Redemption. The
Issuers 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 July 31, 2019, the accrued and unpaid interest on the Notes
to, but excluding, the Redemption Date, will be $4,618,055.56.
Unless the Issuers default in making the payment of the Redemption
Price and Additional Amounts, if any, on the Redemption Date,
interest on the Notes and Additional Amounts, if any, 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 U.S. Dollar Paying
Agent of the Notes redeemed. Upon surrender of any Notes for
redemption as provided below, such Notes will be redeemed by the
Issuers at the Redemption Price.
To collect the Redemption Price, you must surrender your Notes
to The Bank of New York Mellon, the U.S. Dollar Paying Agent, at
the following addresses:
The Bank of New York Mellon
c/o The Bank of New York Mellon
Global Corporate Trust
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attn: Redemption Unit
While the Notes are in global form, payment will be made in
accordance with the applicable procedures of the clearing systems.
Payment of the Redemption Price will be remitted promptly on the
Redemption Date and the receipt of the Notes by the U.S. Dollar
Paying Agent Paying Agent.
The CUSIP and ISIN numbers referred to above have been assigned
to the Notes by an organization not affiliated with the Issuers or
the Trustee and are included solely for the convenience of the
Holders of the Notes. Neither the Issuers nor the Trustee shall be
responsible for the selection or use of these CUSIP numbers, nor is
any representation made as to their correctness or accuracy on the
Notes or as indicated in this conditional notice of 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 conditional notice of 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 Issuers
("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.
WORLDPAY, LLC, as Issuer
VANTIV ISSUER CORP., as Co-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
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