Worldpay, Inc Notice of Redemption of Bonds (1600G)

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or waived, unless such date is more than 60 days from the date hereof in which case this notice shall be deemed rescinded; the date on which the Redemption actually occurs is referred to as the "Redemption Date."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 [e-mail] or visit www.rns.com.

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July 19, 2019 10:00 ET (14:00 GMT)