Worldpay, Inc Notice of Redemption of Bonds (1662G)

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RNS Number : 1662G

Worldpay, Inc

19 July 2019

NOTICE OF CONDITIONAL FULL REDEMPTION

OF

WORLDPAY FINANCE PLC's

EUR500,000,000 3.75% SENIOr NOTES DUE 2022

ISIN: XS1319701451 (REGULATION S) / XS1319700990 (144a)

NOTICE IS HEREBY GIVEN that, pursuant to Section 3.01 of the Indenture, dated as of November 10, 2015, among Worldpay Finance plc, as Issuer, Worldpay Group Limited (f/k/a Worldpay Group plc), as Parent Guarantor, the Subsidiary Guarantors named therein, Citibank, N.A., London Branch, as Trustee (the "Trustee"), Citibank, N.A., London Branch, as Principal Paying Agent, Transfer Agent and Calculation Agent, and Citigroup Global Markets Deutschland AG, as Registrar, as supplemented by the First Supplemental Indenture, dated as of July 16, 2018, among the Issuer, Worldpay, LLC, as the Ultimate Parent Guarantor, and the Trustee (as so supplemented, the "Indenture") and paragraph 7 of the Notes, the Issuer has elected to redeem all of its 3.75% Senior Notes due 2022 (the "Notes") that remain outstanding as of the close of business on July 31, 2019 (the "Record Date"), subject to the satisfaction or waiver in the Issuer's 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 Issuer's 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or waived, unless such date is more than 60 days from the date hereof in which case this notice shall be deemed rescinded; the date on which the Redemption actually occurs is referred to as the "Redemption Date."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 outstanding Notes will be redeemed at a redemption price equal to the greater of (a) 100% of the principal amount of the outstanding Notes thereof and (b) the present value as of the Redemption Date of (i) the redemption price of 100% for the outstanding Notes on August 15, 2022, plus (ii) all required interest payments due on the Notes through August 15, 2022 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Bund Rate as of the Redemption Date plus 50 basis points calculated by the Issuer, plus accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date (subject to the right of Holders of record of Definitive Notes on the Record Date to receive interest and Additional Amounts, if any, due on the relevant interest payment date) (the "Redemption Price"). No Additional Amounts are anticipated in connection with the Redemption. The Issuer 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 as of the Redemption Date will be EUR3,958,333.33. Unless the Issuer defaults in making the payment of the Redemption Price, on the Redemption Date, interest on the Notes 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 Paying Agent of the Notes redeemed. Upon surrender of any Notes for redemption as provided below, such Notes will be paid by the Issuer at the Redemption Price.

To collect the Redemption Price, you must surrender your Notes to Citibank, N.A., London Branch, the Paying Agent, at the following address:

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

London E14 5LP

United Kingdom

Attn: Agency & Trust, PPA Payments

While the Notes are in global form, payment will be made in accordance with the applicable procedures of the clearing systems.

The method of delivery of the Notes to the Paying Agent is at your option and risk, but, if mail is used, registered mail is suggested. Payment of the Redemption Price will be remitted promptly on the Redemption Date and the receipt of the Notes by the Paying Agent.

The ISINs referred to above have been assigned to the Notes by an organization not affiliated with the Issuer or the Trustee and are included solely for the convenience of the Holders of the Notes. Neither the Issuer nor the Trustee shall be responsible for the selection or use of these ISINs, nor is any representation made as to their correctness or accuracy on the Notes or as indicated in this notice of conditional 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 notice of conditional 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 Issuer ("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. The Issuer will provide notice to the Trustee, the Paying Agent and the Holders of satisfaction or waiver of the Condition by no later than 10:00 a.m. (London time) on the Redemption Date. The Redemption may, in the Issuer's discretion, be delayed until such time as the Condition has been met, unless such date is more than 60 days from the date hereof in which case this notice shall be deemed rescinded.

By: Worldpay Finance plc, as Issuer

July 19, 2019

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