TIDM0WPY
RNS Number : 1606G
Worldpay, Inc
19 July 2019
CONDITIONAL NOTICE OF FULL REDEMPTION
OF
WORLDPay, LLC's and VANTIV ISSUER CORP.'s
GBP470,000,000 3.875% SENIOr NOTES DUE 2025
CUSIP nos. AQ2985796 (144a) / aq3532290 (REGULATION S)
ISIN nos. XS1734443382 (144a) / XS1734443200 (REGULATION S)
To the Holders of 3.875% 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(b) 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, as U.S. Dollar
Paying Agent and U.S. Dollar Transfer Agent, The Bank of New York
Mellon SA/NV, 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 3.875% Senior Notes due 2025 (the
"Notes") that remain outstanding as of the close of business on
July 31, 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 August 1, 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this notice shall be deemed rescinded; the date on which the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 August 1, 2019, accrued and unpaid interest on
the Notes to, but excluding, Redemption Date will be
GBP3,844,861.11. Unless the Issuers default in making the payment
of the Redemption Price 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 Sterling Paying Agent of the
Notes redeemed. Upon surrender of any Notes for redemption as
provided below, such Notes will be paid by the Issuers at the
Redemption Price.
To collect the Redemption Price, you must surrender your Notes
to The Bank of New York Mellon, London Branch, the Sterling Paying
Agent, at the following addresses:
The Bank of New York Mellon
One Canada Square
London E14 AL
United Kingdom
Attn: Corporate Trust Administration - Vantiv
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 Sterling 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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