TIDMWPY TIDMTTM
RNS Number : 6648U
Worldpay, Inc
16 July 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
July 16, 2018
Worldpay, Inc.
Receipt of Bond Consents issued by Worldpay Finance plc
CINCINNATI, July 16, 2018
Worldpay Inc. (NYSE: WP; LSE: WPY) announces that Worldpay
Finance plc (the "Company"), has received consents from holders of
approximately 74.75% of its EUR500 million 3.75% Senior Notes due
2022 (the "Notes") (Reg S ISIN: XS1319701451, Rule 144A ISIN:
XS1319700990), and guaranteed by Worldpay Group Limited (formerly
Worldpay Group plc), following expiration of the consent
solicitation (the "Solicitation") launched on 29 June 2018,
pursuant to the consent solicitation statement of such date (the
"Consent Solicitation Statement"). The consents were sought to
approve the proposed amendments to the indenture governing the
Notes (the "Indenture") to allow the Company to satisfy its ongoing
reporting obligations under the Indenture by providing certain
reports of Vantiv, LLC (in such capacity, the "Ultimate Parent
Guarantor"), which is an indirect parent holding company of
Worldpay Group Limited or any Parent Holdco (as defined in the
Indenture) company of the Ultimate Parent Guarantor, as long as the
Ultimate Parent Guarantor provides a guarantee of the Notes on the
terms set forth in the Consent Solicitation Statement. The
amendments also permit reports and calculations under the Indenture
to be made based on GAAP or IFRS and make other related or
consequential changes to the Indenture, as further described in the
Consent Solicitation Statement. The amendments further provide for
a guarantee of the Notes by the Ultimate Parent Guarantor and make
certain other consequential or related changes reflecting such
guarantee.
In connection with the Solicitation and the foregoing
amendments, the Company has executed a supplemental indenture to
the Indenture.
Full details of the terms and conditions of the Solicitation are
set out in the Consent Solicitation Statement, which holders of the
Notes can obtain from Lucid Issuer Services Limited ("Lucid"), the
Tabulation Agent and Information Agent for the solicitation.
Requests for copies of the Consent Solicitation Statement should be
directed to Lucid: +44 20 7704 0880; worldpay@lucid-is.com.
Morgan Stanley & Co. LLC has acted as the Solicitation Agent
in connection with the Solicitation. Questions from holders of
Notes should be directed to Morgan Stanley: +44 207 677 5040;
liabilitymanagementeurope@morganstanley.com.
Under no circumstances shall the solicitation constitute an
offer to sell or issue or the solicitation of an offer to buy or
subscribe for any Notes in any jurisdiction.
Pursuant to its obligations under the U.S. Securities Exchange
Act of 1934, as amended, a summary of the amended terms will be
filed with the Securities and Exchange Commission on Form 8-K on
July 16, 2018. A copy of the Company's Form 8-K will also be
available on the SEC's website at http://www.sec.gov.
The Company will shortly submit the corresponding Form 8-K and
any accompanying exhibits to the National Storage Mechanism and
they will be available for inspection at:
http://www.morningstar.co.uk/uk/NSM.
Enquiries
Worldpay, Inc.
Nathan Rozof or Ignatius Njoku, Investor Relations +1 513 900 4811
Andrew Ciafardini, Corporate Communications +1 513 900 5308
+44 (0) 207 774
Goldman Sachs International (U.K. Corporate Broker 1000
to Worldpay, Inc.)
Charlie Lytle
Tom Hartley
Adam Laikin
Smithfield (PR adviser to Worldpay, Inc.) +44 (0) 203 047
John Kiely 2538
Worldpay, Inc. LEI number: 213800TV56O7TZI4U902
About Worldpay, Inc.
Worldpay, Inc. (NYSE: WP; LSE: WPY) is a leading payments
technology company with unique capability to power global
integrated omni-commerce. With industry-leading scale and an
unmatched integrated technology platform, Worldpay offers clients a
comprehensive suite of products and services globally, delivered
through a single provider.
Worldpay processes over 40 billion transactions annually through
more than 300 payment types across 146 countries and 126
currencies. The company's growth strategy includes expanding into
high-growth markets, verticals and customer segments, including
global eCommerce, Integrated Payments and B2B.
Worldpay, Inc. was formed in 2018 through the combination of the
No. 1 merchant acquirers in the U.S. and the U.K. Worldpay, Inc.
trades on the New York Stock Exchange as "WP" and the London Stock
Exchange as "WPY."
Cautionary Statement
This communication is for information purposes only and does not
constitute a prospectus or any offer to sell or the solicitation of
an offer to buy any security in the United States of America or in
any other jurisdiction. Securities may not be offered or sold in
the United States of America absent registration or an exemption
from registration under the U.S. Securities Act of 1933, as
amended.
This communication is directed only at: (a) those persons in the
United Kingdom falling within the definition of Investment
Professionals (contained in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order")), or within Article 43 of the Order, or other persons
to whom it may lawfully be communicated in accordance with the
Order; or (b) persons outside the United Kingdom (such persons
collectively being "relevant persons"). Any investment activity to
which this communication relates is only available to relevant
persons and the transactions contemplated herein will be available
only to, or engaged in only with, relevant persons, and this
financial promotion must not be relied or acted upon by persons or
any person to whom it may otherwise lawfully be made other than
relevant persons.
Neither this communication nor the Solicitation shall be
considered an "offer of securities to the public" for purposes of
the Luxembourg law on prospectus for public offering dated July 10,
2005, or give rise to or require a prospectus in a European
Economic Area member state which has implemented Directive
2003/71/EC (and amendments thereto).
Forward-Looking Statements
This communication may include "forward-looking statements".
Forward-looking statements provide the Group's current
expectations, intentions or forecasts of future events.
Forward-looking statements include statements about expectations,
beliefs, plans, objectives, intentions, assumptions and other
statements that are not statements of historical fact. Words or
phrases such as "anticipate", "believe", "continue", "ongoing",
"estimate", "expect", "intend", "may", "plan", "potential",
"predict", "project", "target", "seek" or similar words or phrases,
or the negatives of those words or phrases, may identify
forward-looking statements, but the absence of these words does not
necessarily mean that a statement is not forward-looking.
Forward-looking statements are subject to known and unknown risks
and uncertainties and are based on potentially inaccurate
assumptions that could cause future results to differ materially
from those expected or implied by the forward-looking
statements.
In addition, even if future results are consistent with the
forward-looking statements contained in this communication, those
results may not be indicative of results in subsequent periods.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).
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
MSCUSAARWVABAUR
(END) Dow Jones Newswires
July 16, 2018 07:00 ET (11:00 GMT)
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